World Mahjong Ltd. (CNSX:WSM) will be the next company to join in the digital boom of the crypto world. The company is set to acquire cryptocurrency mining assets and digital currency assets from the leading cryptocurrency mining and community knowledge network Avalon Life SA and Avalon Projects Canada Inc.
Included in the purchase will be 27,386 ASIC coin mining machines, along with some other digital currencies, including 78 Dash masternodes, and a number of Dash, Vivo, and Pura coins. Altogether, the value of the digital currencies that World Mahjong will be obtaining is about $109,745,619 (based on the market values and exchange rates as of December 31, 2017), which will be more than enough to operate and run the cryptocurrency mining machines the company is expecting to receive (the cost of which will be about $35 million).
This agreement with Avalon sets the company up nicely to generate a large amount of money, as mining cryptocurrency has been quite lucrative in the past; currently, the market cap for all cryptocurrencies is upwards of $768 billion, according to CoinMarketCap.
The deal will also allow the company to acquire lucrative rewards through each coin’s reward program. These masternodes are dedicated IP wallets that run 24/7 and are capable of accomplishing tasks such as locking transactions with InstaSeed, voting on budget finances, and co-ordinating mixing coins. The masternodes also generally require some sort of collateral. For example, in the case of DASH, 1,000 Dash coins are required for a master node.
Transaction Details
Avalon Canada also has the right to acquire the transaction assets from the vendor. They have also assigned those rights to the company pursuant to the purchase agreement. The vendor, for their part, will receive 120 million common shares. Upon issuance, the consideration shares will be put in an escrow arrangement that will be released over a 36-month period, once every six months.
World Mahjong, in addition to the acquisition, will be further joining forces with Avalon Canada. The company, along with its wholly-owned subsidiary Subco, has entered into an amalgamation agreement with Avalon. The result will be Subco and Avalon Canada merging together to form a new wholly-owned subsidiary of the company, with Avalon Canada bringing $11.5 million of working capital in. Upon completion of this transaction, World Mahjong will be changing its name to Avalon Blockchain Inc., to represent its incorporation of Avalon and its switchover to cryptocurrency and blockchain. The deal, of course, is subject to a number of considerations including shareholder approval, exchange approval, and the completion of financing by Avalon Canada.
While trading in the company’s common shares has been temporarily suspended at the request of the company until this transaction can be fully completed, I suspect that upon resumption of trading, the company will see a sharp increase in its stock on the exciting news of its crypto acquisition, especially once its name better reflects its new direction into the fruitful world of cryptocurrencies and blockchain technology.
New Management
Upon completion of the transaction, it is expected that their board will be reconstituted as well. This includes the appointment of Robert Cross as president, chief executive officer, and chairman of the board. Cross is a 25-year veteran financer of the mining and oil and gas sectors, as well as the co-founder and former non-executive chairman of B2Gold Corp. for 10 years. Other roles include co-founding Standard Lithium and First Cobalt, non-executive chairman of Northern Orion Resources Inc, chief executive officer of Yorkton Securities, and a partner of Gordon Capital Corp. He currently holds an engineering degree from the University of Waterloo and an MBA from Harvard Business School.
Cross will be joined by Anthony Alvaro, who has two decades experience working in international capital markets, was the co-found and director of Standard Lithium, was the co-founder of First Cobalt, and led the financing and banking initiatives behind Doja Cannabis Company. He also had roles in wealth management, corporate finance, mergers and acquisitions, private equity, and venture capital. Alvaro will serve as vice-president of business development and director.
David Ebert, current chief financial officer for Springhouse Investment Corp., will also join the board as chief financial officer. Ebert’s resume includes a career as an audit assistant at Deloitte, an eight-year career with CIBC and its corporate banks, senior account manager in commercial banking for the Bank of Nova Scotia, as well as chief financial officer for Verb Exchange Inc., where he led the company into the TSX Venture through an RTO with a TSX Venture Exchange -listed capital pool corporation. Ebert also was the co-founder of Meetingmax Planning Inc., where he continues to serve as director.
John Malach will serve as an independent director. Malach previously served as the chief operating officer of an online advertising media company that focused on assisting both advertisers and publishers to increase results using models such as CPM/CPV, PPI, CPC-search, CPA/CPL, and CPC-Shopping. Malach successfully connected over 30,000 advertisers with over 80,000 publishers. Previous to his advertising experience, Malach earned Profit 100 honors for fastest-growing companies in Canada (2007) through the expansion of a boutique software start-up. Malach has provided income generation strategies, performance pay structures, staff management advisory, marketing collateral and other strategies to over 2,000 businesses. Malach currently works at changing the landscape of online advertising as a leader at Native Ads.
Rounding out the group is Darren Devine, who will also serve as an independent director. Devine currently is the principal of CDM Capital Partners, a company that provides corporate finance advisory services to public and private companies. Devine is also the founder of the group and currently serves as a management adviser and board member. Devine is also a director and/or officer for a number of TSX Venture listed junior public companies. During his tenure, he has completed a number of transactions including the recent reverse takeovers and listings of TrackX Holdings Inc., Novaheart Holdings Inc, Bee Vectoring Technologies Inc, and K92 Mining Inc., as well as the sale of Centric Energy Corp.’s Eastern African assets to Africa Oil Corp. Devine is also a qualified barrister and solicitor in British Columbia, England, and Wales, with an exclusive focus on corporate finance and securities law in Vancouver and London, England.
Forward-Looking Statement
Completion of the Transaction is subject to a number of conditions, including Exchange acceptance. The Transaction cannot close until the required approvals are obtained, and the outstanding conditions are satisfied. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. The Canadian Securities Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the
contents of this press release.
This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to the nature of the Transaction, the proposed undertaking of the Company following completion of the Transaction, regulatory requirements or approvals, the intentions of the Company to complete financing activities, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimate that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules, and regulations.
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