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Acquisition of additional shares and options of Blockchain Holdings Ltd.

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Acquisition of additional shares and options of Blockchain Holdings Ltd.

Canada NewsWire

NEW YORK, Nov. 1, 2018 /CNW Telbec/ - James Passin announces that he acquired ownership of (i) an option to purchase 250,000 common shares of Blockchain Holdings Ltd. (CSE:BCX) (the "Issuer") at a price of $0.20 per share, for a period of 5 years, as well as (ii) 1,719,597 common shares of the Issuer. The option to purchase 250,000 common shares was granted pursuant to a Stock Option Agreement between James Passin and the Issuer, dated October 15, 2018. The 1,719,597 common shares were issued in connection with loan indebtedness at a price of $0.10 per common share. As a result of these acquisitions, as well as the increase of the number of the issued and outstanding common shares of the Issuer, the securityholding percentage of James Passin and his joint actors decreased by 23.05% since the last report filed on April 9, 2014 by a joint actor of James Passin.

Immediately prior to these acquisitions, the aggregate number of securities of the Issuer held by James Passin and his joint actors, namely Firebird Global Master Fund Holdings, Ltd. ("FGMF"), Firebird Global Master Fund II Holdings, Ltd. ("FGMFII"), Firebird New Mongolia Fund, L.P. ("FNMF"), Firebird Mongolia Fund, Ltd. ("FMF"), James Passin Management Limited Partnership ("Passin LP"), Sawikin Family 2011 LLC ("Sawikin LLC") and Harvey Sawikin, was 3,366,959 common shares and options to acquire 25,000 common shares in the share capital of the Issuer. Out of the 3,366,959 common shares and options to acquire 25,000 common shares (i) 53,074 common shares were held by FGMF (ii) 46,139 common shares were held by FGMFII, (iii) 1,486,363 common shares were held by FNMF, (iv) 1,518,758 common shares were held by FMF, (v) 12,625 common shares were held by Passin LP, (vi) 100,000 common shares and options to acquire 25,000 common shares were held by James Passin, (vii) 50,000 common shares were held by Sawikin LLC and (viii) 100,000 common shares were held by Harvey Sawikin.

The 3,366,959 common shares held by James Passin and his joint actors represented approximately 51.56% of the outstanding common shares of the Issuer.

In addition, assuming the exercise by James Passin of the above-mentioned options to acquire additional common shares of the Issuer, the total securityholding in the share capital of the Issuer would have been 3,391,959 common shares, representing approximately 51.74% of the outstanding common shares of the Issuer, including the common shares deemed to be acquired pursuant to the exercise of such options.

Note that on May 11, 2018, the Issuer completed a 10:1 share consolidation of its issued and outstanding common shares.

Immediately after the above mentioned acquisitions, the aggregate number of securities of the Issuer held by James Passin and his joint actors, is 5,086,556 common shares and options to acquire 275,000 common shares in the share capital of the Issuer. Out of the 5,086,556 common shares and options to acquire 275,000 common shares (i) 53,074 common shares are held by FGMF (ii) 46,139 common shares are held by FGMFII, (iii) 1,486,363 common shares are held by FNMF, (iv) 1,518,758 common shares are held by FMF, (v) 12,625 common shares are held by Passin LP, (vi) 1,819,597 common shares and options to acquire 275,000 common shares are held by James Passin, (vii) 50,000 common shares are held by Sawikin LLC and (viii) 100,000 common shares are held by Harvey Sawikin.

The 5,086,556 common shares held by James Passin and his joint actors represent approximately 28.55% of the outstanding common shares of the Issuer.

In addition, assuming the exercise by James Passin of the above-mentioned options to acquire additional common shares of the Issuer, the total securityholding in the share capital of the Issuer would be 5,361,556 common shares, representing approximately 29.64% of the outstanding common shares of the Issuer, including the common shares deemed to be acquired pursuant to the exercise of such options.

The 1,719,597 common shares were issued in connection with loan indebtedness of the Issuer towards James Passin at a price of $0.10 per common share for total reimbursement of $171,959.70. No consideration was paid in connection with the grant of options.

The securities were acquired by James Passin for investment purposes. James Passin and his joint actors may, from time to time, acquire additional securities of the Issuer, may continue to hold their present position or may dispose of their securities.

This press release is being issued in order to comply with the disclosure requirements under applicable securities legislation. For inquiries or a copy of the related early warning report, a copy of which has also been filed on www.sedar.com, please contact:

 

SOURCE James Passin

View original content: http://www.newswire.ca/en/releases/archive/November2018/01/c3998.html

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