TAAL Agrees to Purchase Assets Supporting Blockchain Transaction Processing Operations

VANCOUVER, British Columbia, Feb. 17, 2020 (GLOBE NEWSWIRE) -- TAAL Distributed Information Technologies Inc. CSE:TAAL | FWB:9SQ | OTCQB:SQRMF) ("TAAL") is pleased to announce that today it has entered into an asset purchase agreement (the "Agreement") with Tansley Equipment Limited, Fractical Sense Limited and Laser Lollypop Limited (together, the "Sellers"), three companies affiliated with Mr. Calvin Ayre, to acquire over 50,000 non-operational cloud computing units located in the United States (the "Transaction").

The aggregate purchase price (the "Purchase Price") payable by TAAL to the Sellers for the North American cloud computing assets to be acquired is approximately US$4,093,374. Closing of the Transaction ("Closing") is expected to occur on or about March 9, 2020 (the "Closing Date"). On the Closing Date, TAAL intends to satisfy the Purchase Price by issuing to Mr. Ayre that number of non-voting participating shares in the capital of TAAL (the "NVPS") that is equal to the total Purchase Price divided by the volume weighted average price (“VWAP”) of the common shares in the capital of TAAL (the "Common Shares") trading on the Canadian Stock Exchange (the "CSE") over the ten (10) trading days preceding the Closing Date. For purposes of determining the VWAP in United States dollars, reference will be made to the daily exchange rate for Canadian dollars quoted by the Bank of Canada on the Closing Date. As of May 2, 2020, the date after which the convertible debenture currently held by Mr. Ayre and due May 1, 2020 is converted into Common Shares, the NVPS held by Mr. Ayre will be subject to an exchange agreement providing that, at any time Mr. Ayre's holdings of Common Shares falls below 40% of the issued and outstanding Common Shares of TAAL, that number of NVPS that brings his holdings of Common Shares to 45% will be exchanged until such time that there are no more NVPS held by him available for exchange.

At Closing, TAAL is expected to pay certain prepayments to the hosting providers who act as custodian for the cloud computing assets to be acquired pursuant to the Transaction. Such prepayments are expected to be reimbursed by the Sellers, at their option, in fiat currency, Bitcoin Core (BTC) coins or Bitcoin Satoshi Vision (BSV) coins on or about April 12, 2020. In addition, the Sellers are expected to reimburse TAAL for de-racking and packing expenses to prepare the cloud computing assets for shipping. Additionally, Mr. Ayre has agreed to a three (3) month lock‐up of the NVPS issued to him in connection with the Transaction, subject to exceptions for private or over‐the‐counter trades outside of the facilities of the CSE or pledging arrangements to secure debt.