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     421  0 Kommentare Focused Capital II Corp. Announces Letter of Intent with Fortress Blockchain Corp. for Proposed Qualifying Transaction

    TORONTO, ONTARIO--(Marketwired - Feb. 20, 2018) -

    NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

    Focused Capital II Corp. ("Focused Capital II")(TSX VENTURE:FAV.H), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), is pleased to announce that it has entered into a letter of intent (the "LOI") with Fortress Blockchain Corp. ("Fortress Blockchain"), a blockchain mining company incorporated under the laws of British Columbia, in respect of a proposed reverse takeover transaction (the "Transaction") intended to constitute Focused Capital II's qualifying transaction, as such term is defined under Policy 2.4 of the TSX-V. Pursuant to the LOI, Focused Capital II will acquire all of the issued and outstanding common shares of Fortress Blockchain at an exchange ratio of one (1) Focused Capital II common share (on a post-Consolidation basis) for every one Fortress Blockchain common share (the "Exchange Ratio"), resulting in a reverse takeover of Focused Capital II whereby at least 97.3% of the outstanding common shares (on a non-diluted basis) of the resulting issuer will be owned by the former shareholders of Fortress Blockchain after completion of the Transaction.

    The LOI anticipates that the Transaction will be effected by way of a three-cornered amalgamation of Fortress Blockchain and a wholly-owned subsidiary of Focused Capital II to be incorporated in British Columbia, or other similar form of transaction as is acceptable to the parties.

    Prior to the completion of the Transaction, Focused Capital II shall have received any requisite approvals by its shareholders to: (ii) consolidate all outstanding common shares of Focused Capital II, namely 6,176,470, on a basis resulting in an aggregate of 1,900,000 common shares of Focused Capital II outstanding post-consolidation (the "Consolidation"); (ii) change its name to "Fortress Blockchain Corp." or such other name as determined by Fortress Blockchain (the "Name Change"); (iii) complete the continuation of the Company under the laws of the Business Corporations Act (British Columbia) (the "Continuation"); and (iv) replace the incumbent directors of the Company with the nominees of Fortress Blockchain (the "Director Approval").

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    Focused Capital II Corp. Announces Letter of Intent with Fortress Blockchain Corp. for Proposed Qualifying Transaction TORONTO, ONTARIO--(Marketwired - Feb. 20, 2018) - NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. Focused Capital II Corp. ("Focused Capital II")(TSX VENTURE:FAV.H), a capital pool …

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