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Blox, Inc. Announces Closing of Amalgamation, US$1 Million Private Placement, and Appointment of New Officers and A Director
|By Marketwired .
|March 5, 2014 07:57 PM EST
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 03/05/14 -- Blox, Inc. (OTCQB: BLXX) ("Blox" or the "Company") is pleased to announce it has completed its acquisition of International Eco Endeavors Corp., a private British Columbia, Canada corporation ("Eco Endeavors"), on February 27, 2014, pursuant to the terms of an amalgamation agreement, as amended (the "Amalgamation Agreement"), among Blox, Ourco Capital Ltd. ("Ourco"), Blox's wholly-owned subsidiary, Eco Endeavors, and two affiliated subsidiaries of Eco Endeavors. Blox closed the Amalgamation Agreement and completed the amalgamation of Ourco and Eco Endeavors under the name "Blox Energy Inc." ("Amalco"), thereby acquiring all of the issued and outstanding shares of Amalco on February 27, 2014. Following the amalgamation, Blox became a renewable energy company that indirectly owns an operating biogas plant in Hungary. Blox is also engaged in the development of other renewable energy projects and intends to expand into the provision of renewable energy services by applying sustainability initiatives to the industries of mining, technology, and infrastructure development.
Pursuant to the terms of the Amalgamation Agreement, and on the closing date thereof, all of the issued and outstanding common shares of Eco Endeavors were cancelled, and the former shareholders of Eco Endeavors received in exchange 60,000,000 units of Blox on a pro rata basis. Each unit consists of one common share and one share purchase warrant, each warrant exercisable into an additional common share of Blox at an exercise price of US$0.05 per share for a period of five years from the closing date. Based upon the price of the concurrent financing of US$0.05 per unit, the aggregate value of the common shares issued to the former Eco Endeavors shareholders was US$3,000,000.
In connection with the closing of the Amalgamation Agreement, Blox completed a non-brokered private placement, pursuant to which Blox issued an aggregate of 20,000,000 units at a price of $0.05 per unit for gross proceeds of US$1,000,000. Each unit consisted of one common share and one share purchase warrant, each warrant entitling the holder to acquire an additional common share at the exercise price of US$0.05 for a period of five years from the closing of the financing.
"The completion of this transaction serves as a significant milestone in the foundation of Blox," says the Company's new President and Chief Executive Officer, Robert Abenante. "As we proceed with our planned acquisitions, we are confident the continued growth will enable us to capitalize on many global opportunities." Blox anticipates closing its acquisition of Quivira Gold Ltd., as announced in its news release dated June 24, 2013, in the coming quarter.
Upon the closing of the Amalgamation Agreement, the Company's board of directors appointed Robert Abenante as a director of Blox and Robert Abenante, Cedric Wilson, and Robert Ironside were appointed directors of Amalco. Effective as of the closing of the Amalgamation Agreement, Ronald Renne resigned from all executive officer positions and Robert Abenante was appointed as Chief Executive Officer and President, Kimberly Gillett was appointed Corporate Secretary, and Marco Parente was appointed as Interim Chief Financial Officer.
"We are pleased to welcome Mr. Abenante and his team to Blox. The amalgamation brings years of experience in the renewable energy industry to the Company and we are confident this transaction will play a significant role in realizing the Blox vision," says the Company's Chairman, Ronald Renne.
Following the closing of the transaction, Blox had 101,572,464 common shares issued and outstanding. Blox anticipates filing a current report on Form 8-K, which will include the information required by a registration statement on Form 10, on EDGAR and SEDAR on or before March 5, 2014. The Form 8-K will include additional details regarding the terms of the Amalgamation Agreement, other agreements entered into pursuant to the Amalgamation Agreement, and financial statements for Eco Endeavors.
Statements contained herein that are not historical facts may be forward-looking statements within the meaning of the Securities Act of 1933, as amended. Forward-looking statements include statements regarding the intent, belief or current expectations of Blox and its management, such as statements that Blox intends to expand its renewable energy portfolio and Blox anticipates closing its previously announced merger with gold company Quivira Gold Ltd. in the next quarter. Such statements reflect management's current views, are based on certain assumptions and involve risks and uncertainties. Actual results, events, or performance may differ materially from the above forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including, but not limited to Blox's ability to obtain additional financing; Blox's ability to satisfy the conditions in the merger agreement with Quivira Gold Ltd.; adverse market conditions; risks inherent in the mining industry in general; and risks relating to mining operations in Ghana. Blox undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in Blox's expectations with regard to these forward-looking statements or the occurrence of unanticipated events. Factors that may impact Blox's success are more fully disclosed in Blox's most recent public filings with the U.S. Securities and Exchange Commission.
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