Toronto, Ontario–(Newsfile Corp. – October 4, 2022) – SoLVBL Solutions Inc. (CSE:SOLV) (OTCQB:SOLBF) (“SoLVBL“or the”Company“), an innovative cybersecurity company that provides immutable data authentication using advanced cryptography on a SaaS-based model, is pleased to confirm that, following its previously announced letter of intent (see press release dated September 13, 2022 ), the Company has entered into an arm’s length share purchase agreement to acquire Darkhorse Films Limited (“Black Horse“) a UK-registered blockchain-powered digital entertainment and e-commerce company (“the Acquisition“). No finder’s fee is due in connection with the Acquisition.
Object of the acquisition:
The objective of the Acquisition is to immediately expand the SoLVBL digital product suite, monetize its technology and utilize its Q by SoLVBLMT flagship cybersecurity technology in new business areas. The acquisition allows SoLVBL unrestricted access to Darkhorse’s global digital relationships, while creating a potentially lucrative revenue stream in the film, content production and film distribution markets. The company’s board of directors and management team believe that the purchase of Darkhorse will provide the company with access to long-term private and public capital markets, greater flexibility and accelerate its strategic growth plan.
Kaiser Akbar, President and CEO of SoLVBL, said: “This is an exciting day for the Company and its shareholders. The SoLVBL team has worked hard to commercialize our data authentication/cybersecurity product and to identify global opportunities for this technology. We believe this acquisition is a An exceptional first step in gaining a foothold in the European and North American cybersecurity markets.This acquisition nearly doubles the size of our technology team, allowing us to onboard new customers quickly and efficiently, and will allow us to generate revenue quickly. This acquisition will further strengthen enable us to benefit from existing synergies with our acquisition partner, particularly in the market for the production and distribution of digital cinematic content in Europe and the United States.We will continue to actively evaluate other acquisitions. synergies and to pursue our strategy of with the aim of diversifying sify and grow our business to deliver increased shareholder value. delighted to work with the Darkhorse team as they share our vision for the strategic direction of SoLVBL.”
The share purchase agreement:
Pursuant to the terms of the share purchase agreement, the company has agreed to acquire 100% of the common shares of Darkhorse Films Limited in an arm’s length transaction. The expected closing date is October 13, 2022 and will result in Darkhorse shareholders holding approximately 115,384,615 common shares of SoLVBL, or approximately 43% of the issued and outstanding shares of the Company.
The parties have agreed to value SoLVBL common stock at 6.5 cents, a 217% premium to the last closing price of SoLVBL common stock on the CSE (Thursday, September 29, 2022, SOLV closing price: $0.03). At 6.5 cents, SoLVBL’s 115,384,615 common shares are valued at approximately $7.5 million.
The Share Purchase Agreement contains customary covenants and representations and the final allocation of shares is subject to post-closing adjustments. The Company’s Board of Directors has approved the addition of two (2) members to the Board, including current Director and Co-Founder of Darkhorse, Mr. David van Herwaarde. At closing, key Darkhorse employees such as Mr. Terry Stone (the acclaimed and award-winning British film actor and producer) will join the SoLVBL operations team.
The total purchase price is $10.15 million (ten million one hundred and fifty thousand dollars). 25% of the purchase price will be settled in cash and 75% in restricted shares of SoLVBL The cash portion of 25% of the purchase price will be payable in installments and only once certain operational and financing milestones have been met, including the completion by the Company of a global financing of $10 million within 24 months of the closing of the transaction.
The cash portion of the purchase price is payable as follows:
$1 million payable to the sellers of Darkhorse, if the company raises at least $4 million in private placement funding within 12 months of the transaction closing, and an additional $1.5 million is payable, if the company raises an additional $6 million in private placement funding within 24 months.
No finder’s fee is due in connection with the Acquisition.
All shares issued to Darkhorse shareholders in connection with the transaction are subject to an escrow of at least one (1) year and are subject to the voting trust agreements typical of these types of transactions. The terms of the escrow of the shares will include their release subject to the Company meeting certain funding milestones.
Upon closing of the acquisition, Darkhorse will become a wholly-owned subsidiary of SoLVBL and will continue to operate under the existing Darkhorse Films brand, while ensuring the quality and continuity of service it has provided to date.
The post-transaction consolidated statements of SoLVBL and its subsidiaries will include the assets and liabilities of Darkhorse which, as of June 30, 2022, include total assets of $145,862, total liabilities of $129,248 and contributed surplus of $1,478,830.
The acquisition is also subject to customary regulatory and CSE approvals. The Company intends to update its shareholders and the market with the details of the Acquisition at the end of the Closing.
Terry Stone, director of Darkhorse Films Limited, said: “This transaction is an important step in Darkhorse Films’ early to mid-term strategy. We can now accelerate and expand our presence in new markets such as the United States and Canada with a view to further developing our content pool and to rapidly expand our film and digital focused consumer base.Cinematic content creation is core to Darkhorse’s business and we now have a broader platform to leverage and grow. personally to thank the entire team for their dedication in this process and we look forward to bringing value to all existing and potentially new stakeholders”.
About Darkhorse Films Limited:
Darkhorse is a blockchain powered digital movie content studio. The company operates and markets its business through a highly scalable and fully integrated digital technology stack.
Darkhorse’s revenue is generated through the distribution of cinematic content and traditional/digital e-commerce transactions.
The Company’s e-commerce businesses include a digital content sales platform and a digital marketplace, within a fully vertically integrated digital ecosystem. The company specializes in deploying entertainment-focused digital assets for the film and television industries and next-generation digital entertainment enthusiasts. Darkhorse acts as a global gateway where sales of traditional and digital assets take place directly to customers within the company’s and its partners’ global digital ecosystems.
Darkhorse connects and markets the traditional consumer and the new, forward-thinking consumer, with the worlds of film, television, music and digital e-commerce.
SoLVBL Solutions Inc.
SoLVBL is an innovative cybersecurity and data authentication company. The company’s mission is to enable better and faster decisions by developing a universal standard for establishing the authenticity of digital records. Q by SoLVBL™, is the Company’s proprietary technology platform, designed to be easy to use and adopt, cost-effectively priced and provide ultra-high-speed digital record authentication. Q by SoLVBL™ enables organizations to establish trust in their data. The Company is currently pursuing the following vertical markets: entertainment industry, digital evidence chain of custody; including, NG-911, data used in the financial sector, medical applications and critical IoT infrastructure.
For more information, contact:
SoLVBL Solutions Inc.
Kaiser Akbar, President and CEO
100 King Street West, Suite 5700
Toronto, Ontario M5X 1C7
Email: [email protected]
The CSE has neither approved nor disapproved of the content of this press release.
Caution Regarding Forward-Looking Information
NEITHER THE CSE NOR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED IN THE CSE POLICIES) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. CAUTION REGARDING FORWARD-LOOKING INFORMATION: This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements, other than statements of historical facts, are forward-looking statements and are based on expectations, estimates and projections as of the date of this press release. Any statement involving discussion of predictions, expectations, beliefs, plans, projections, goals, assumptions, future events or performance (often, but not always using phrases such as “expects “, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budgets”, “expects”, “expects”, “estimates”, “believes ” or “intends” or variations of these words and expressions or indicating that certain actions, events or results “might” or “could”, “will”, “could” or “will” be expected to occur or be achieved ) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based on a number of estimates and assumptions which, while believed to be reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results to differ. and future events differ materially from those expressed or implied. by such forward-looking statements. These factors include, but are not limited to: the Company’s ability to successfully achieve its business objectives, including the implementation and success of Q by SoLVBL™, and expectations regarding other economic, business, and/or competitive. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, SoLVBL assumes no obligation to update forward-looking statements of beliefs, opinions, projections or other factors, should they change, except as required by law.
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