RYAH GROUP INC. (FORMERLY, PRIME BLOCKCHAIN INC.) ANNOUNCES CLOSING OF REVERSE TAKEOVER TRANSACTION
April 26th, 2021
News, Top News
Verdun, Quebec , April 26, 2021 (GLOBE NEWSWIRE) — via InvestorWire – RYAH Group Inc. (formerly, Prime Blockchain Inc.) (the “Company”) is pleased to announce the closing of its previously announced reverse takeover transaction (the “Transaction”) with Potbotics Inc. (“Potbotics”). The Transaction was effected by way of a triangular merger between the Company, Potbotics, and a wholly-owned, Florida subsidiary of the Company (“AcquisitionCo”) pursuant to the laws of the State of Florida. The combined public company resulting from the Transaction (the “Resulting Issuer”) will carry on the business of Potbotics.
About Potbotics Inc.
Potbotics is a company operating out of New York, which, directly and through its wholly-owned subsidiary RYAH Medtech Inc., is engaged in the development and commercialization of various innovative technology solutions (both software and hardware) for the plant-based medical industry. Since its formation, Potbotics has been focused on leveraging its know-how in predictive analytics to pioneer products to be used within its suite of vertically-integrated technologies, to provide users with added control over their health and wellness. As an emerging company, Potbotics is striving to establish itself as a leader in delivering innovative, user-friendly IoT devices in the plant-based medical industry. By utilizing its know-how in fields such as artificial intelligence and predictive analytics, Potbotics is moving towards building a portfolio of vertically-integrated products that facilitate harmonized data collection throughout the complete medical plant lifecycle, from seed to consumption.
Proposed Listing of the Company
The Company is a reporting issuer in the Provinces of British Columbia, Quebec, and Alberta. On April 1, 2021, the Company received the conditional approval of the Canadian Securities Exchange (the “CSE”) to list the subordinate voting shares in the capital of the Company (the “Subordinate Voting Shares”) on the CSE. As of the date of this press release, the Company is working towards meeting the listing requirements of the CSE, and subject to the final approval of the CSE, the Subordinate Voting Shares are expected to commence trading on the CSE under the ticker symbol “RYAH”. The Company intends to announce the exact date of the commencement of trading in due course by way of a further press release.
New Board and Management
As part of the Transaction, the management and board of directors of the Company was reconstituted to consist of the following individuals: Gregory Wagner (Chief Executive Officer and Director), Jeannine Kingsley (Chief Financial Officer), Irina Migalina (Director), George Anastassov (Director), and Binyomin Posen (Director). Additional information regarding the business of the Company and the biographical details of management and the board of directors of the Company may be found in the Company’s CSE Form 2A – Listing Statement (the “Listing Statement”), which is expected to be filed on SEDAR under the Company’s profile prior to the commencement of trading of the Subordinate Voting Shares on the CSE.
The Transaction was effected by way of a triangular merger between the Company, Potbotics, and AcquisitionCo pursuant to the laws of the State of Florida. As a result of the Transaction (i) each shareholder of Potbotics received 0.035 super voting share in the capital of the Company (each whole share, a “Super Voting Share”) for each share of common stock, no par value, of Potbotics (“Potbotics Share”) held, and (ii) all unexercised options of Potbotics adjusted automatically such that, upon exercise, such options entitle the holders thereof to acquire Super Voting Shares at the same ratio and with a corresponding adjustment to the exercise price.
Except as otherwise prescribed by the Canada Business Corporations Act, at a meeting of shareholders of the Company, each Super Voting Share entitles the holder thereof to one hundred (100) votes in respect of each Super Voting Share held at such meetings, and subject to certain limitations, each Super Voting Share is convertible into one hundred (100) Subordinate Voting Shares. Additional information regarding the Super Voting Shares may be found in the Listing Statement, which is expected to be filed on SEDAR under the Company’s profile prior to the commencement of trading of the Subordinate Voting Shares on the CSE.
Following completion of the Transaction, including the conversion of an aggregate of 229,859 Super Voting Shares held by Canadian securityholders into approximately 22,985,900 Subordinate Voting Shares, there are expected to be an aggregate of 201,576,818 Subordinate Voting Shares and approximately 2,920,019 Super Voting Shares (which may be converted in accordance with their terms into approximately 292,001,900 Subordinate Voting Shares) issued and outstanding. Of these issued and outstanding Resulting Issuer Shares, (i) former shareholders of Potbotics hold (A) 2,920,019 Super Voting Shares, representing 100% of the Super Voting Shares issued and outstanding, and (B) 22,985,877 Subordinate Voting Shares, representing 11.40% of the Subordinate Voting Shares issued and outstanding, (ii) the original shareholders of the Company hold 34,789,098 Subordinate Voting Shares, representing approximately 17.26% of the issued and outstanding Subordinate Voting Shares, (iii) subscribers in certain financings completed by the Company prior to the completion of the Transaction hold 127,226,843 Subordinate Voting Shares, representing approximately 63.11% of the issued and outstanding Subordinate Voting Shares, and (iv) a certain third party finder holds 15,000,000 Subordinate Voting Shares, representing approximately 7.44% of the issued and outstanding Subordinate Voting Shares, in each of the foregoing cases on a non-diluted basis.
As part of the Transaction, approximately CND$2.4 million, representing the proceeds of certain financings completed by the Company prior to the completion of the Transaction have been deposited into escrow with a third-party escrow agent, to be released upon receipt of the final approval of the CSE to list the Subordinate Voting Shares on the CSE.
The Super Voting Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold absent registration or an applicable exemption from the registration requirement. The Subordinate Voting Shares have not been and will not be registered under the Securities Act and may not be offered or sold in the United States or to a U.S. Person (as defined in in Rule 902(k) of Regulation S under the Securities Act) absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For additional information on the Company:
Mr. Gregory Wagner
C.E.O. and Director
This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may,” “would,” “could,” “should,” “will,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “expect” or similar expressions and includes, but is not limited to, statements about (i) the listing of the Subordinate Voting Shares on the CSE and the timing thereof, (ii) the business plans and expectations of the Company, the issuance of and timing associated with issuing a further comprehensive press release or press releases, and expectations for other economic, business, and/or competitive factors. Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: (i) changes in general economic, business and political conditions, including changes in the financial markets, changes in applicable laws and regulations both locally and in foreign jurisdictions, (ii) compliance with extensive government regulation and the costs associated with compliance, (iii) the risks and uncertainties associated with foreign markets, and (iv) risks associated with the COVID-19 pandemic. This forward-looking information may be affected by risks and uncertainties in the business of the Resulting Issuer and market conditions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. The Company does not intend, nor assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
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