eXeBlock Announces Sale of Assets

Halifax, Nova Scotia–(Newsfile Corp. – February 15, 2019) – eXeBlock Technology Corporation (CSE: XBLK) ("eXeBlock" or the "Company") today announces it has entered into a purchase agreement (the "Agreement") with Peerplays Blockchain Standards Association ("PBSA"), Data Security Node Inc., Fallout Complex Inc., 10353027 Canada Corporation ("10343027"), and Jonathan Baha’i.

Material terms of the Agreement include:

  1. Sale of software including 50/50 Labs, Sidechain and eXeChain (collectively, the "Software") to PBSA for the payment to eXeBlock of $250,000 in cash (the "Cash Consideration") plus applicable taxes, on closing;
  2. the assumption by PBSA of amounts owing by eXeBlock to a third party developer in the development of the Software totaling $463,419 USD;
  3. the purchase of up to 9,965,000 common shares of eXeBlock held by 10343027, an entity wholly-owned by Jonathan Baha’i (which represents approximately 16.6% of the Company’s common shares outstanding as of February 15, 2019) for cancellation by the Company (the "Share Reduction") for an aggregate amount not exceeding $1.00;
  4. the termination of the software development agreement between eXeBlock and PBSA on closing and release by eXeBlock in any interest in any consideration, including any PPY tokens, if any, which were to be transferred as payment for software development under such agreement;
  5. the forgiveness of amounts owing by eXeBlock to each of Data Security Node Inc., Fallout Complex Inc., and Jonathan Baha’i for certain equipment, furniture, fixtures and Company expenses totaling $74,912.35; and
  6. the termination of the bunker lease between eXeBlock and Fallout Complex Inc. on closing, (collectively, the "Transaction").

Completion of the Transaction is subject to customary closing conditions, including acceptance and approval of the shareholders of the Company by special resolution and regulatory approvals. The board of directors of eXeBlock has considered all relevant factors and unanimously determined that the Transaction is in the best interests of the Company and its shareholders. The board of directors unanimously recommends that its shareholders vote in favour of the Transaction. Within the next week, the Company will be rescheduling its annual and special meeting of the shareholders, to consider, among other things, the approval of the Transaction. The Company expects to mail out the circular and proxy materials shortly. The outside date under the Agreement to satisfy all conditions and close the Transaction (other than the Share Reduction) is May 1, 2019.

eXeBlock will be seeking all required regulatory approvals to complete the Share Reduction at closing. In the event less than the 9,965,000 common shares of eXeBlock held by 10343027 are acquired by eXeBlock at closing, the Company may continue to seek all necessary regulatory approvals necessary to acquire any remaining common shares until November 30, 2020.

About eXeBlock

eXeBlock Technology Corp (CSE: XBLK) is a designer of custom, state-of-the-art blockchain based software applications that provide profitable, secure and efficient solutions to businesses and markets globally.

To receive regular updates on the business, follow them on Twitter @eXeBlock or visit www.exeblock.com.

For more information please contact:

Jamie Davison
CEO
eXeBlock Technologies Corporation
902.334-1699
jdavison@exeblock.com

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING INFORMATION

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations. When used in this press release, the words ‘estimate’, ‘project’, ‘belief’, ‘will’, ‘anticipate’, ‘intend’, ‘expect’, ‘plan’, ‘predict’, ‘may’ or ‘should’ and the negative of these words or such variations or comparable terminology are intended to identify forward-looking statements and information. More particularly and without limitation, this news release contains forward-looking information relating to, the anticipated completion of the Transaction including satisfaction of the conditions thereto, including receipt of regulatory approvals and the approval of the Company’s shareholders and the anticipated timing for completion of these matters. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There are no assurances the Transaction will be completed on the terms and timeline anticipated, or at all. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements. There are a number of important risk factors that could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information. For a more detailed discussion of risk factors, refer to the Company’s management discussion and analysis dated as of January 28, 2019 filed under the Company’s profile on SEDAR (www.sedar.com) and on the CSE’s website. The Company cautions that the aforementioned list of material risk factors is not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing risk factors and other uncertainties and potential events.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/42871

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SEC Files Charges in Elaborate Microcap Stock Fraud

Washington, D.C.–(Newsfile Corp. – February 15, 2019) – The Securities and Exchange Commission today announced charges against four individuals and related businesses for their roles in two microcap frauds and unlawful securities offerings.  In sum, the alleged illegal transactions resulted in proceeds of more than $25 million.

According to the SEC’s complaint, from approximately December 2012 to June 2013, microcap stock financier Magna Group, which was founded and owned by Joshua Sason, engaged in a scheme to acquire fake convertible promissory notes supposedly issued by penny stock issuer Lustros Inc. and then to convert those notes into shares of Lustros common stock.  The defendants then sold the shares to unsuspecting retail investors, who did not know that the shares were fraudulently acquired and were being sold illegally.  The defendants’ sales of the Lustros shares also had the effect of destroying the value of the Lustros shares held by the public.  The complaint alleges that Marc Manuel, Magna Group’s former head of research and due diligence, personally negotiated and executed the sham transactions. 

The complaint also alleges that in November 2013, Magna Equities II, which also was wholly-owned by Sason, and Manuel, purchased another fake promissory note from Pallas Holdings.  Magna Equities II and the note’s issuer, NewLead Holdings Ltd., later agreed to retire the fake debt in exchange for shares of the issuer through a court-approved settlement agreement.  To obtain approval of the settlement, Sason and Magna Equities II falsely swore to the court that the fake promissory note was a bona fide debt of NewLead.  Kautilya “Tony” Sharma and Perian Salviola, who controlled Pallas Holdings, are alleged to also have participated in the scheme. 

“As alleged in our complaint, Magna Group and its co-defendants used fake debt instruments to unlawfully obtain shares in microcap companies, which they then dumped on unsuspecting retail investors,” said Sanjay Wadhwa, Senior Associate Director of the SEC’s New York Regional Office.  “This action demonstrates the resolve of the SEC in pursuing fraudsters who use elaborate financing schemes to engage in securities fraud.”

The SEC’s investigation was conducted by Lee A. Greenwood, Philip A. Fortino, John O. Enright, Christopher Ferrante, Diego Brucculeri, and Sheldon L. Pollock of the New York office.  The SEC’s litigation will be handled by Messrs. Fortino, Greenwood, Enright, and Alexander M. Vasilescu.  The case is being supervised by Mr. Wadhwa. 

SEC Charges Cognizant and Two Former Executives With FCPA Violations

Washington, D.C.–(Newsfile Corp. – February 15, 2019) – Cognizant Technology Solutions Corporation has agreed to pay $25 million to settle charges that it violated the Foreign Corrupt Practices Act (FCPA), and two of the company’s former executives were charged for their roles in facilitating the payment of millions of dollars in a bribe to an Indian government official. 

The Securities and Exchange Commission’s complaint alleges that in 2014, a senior government official of the Indian state of Tamil Nadu demanded a $2 million bribe from the construction firm responsible for building Cognizant’s 2.7 million square foot campus in Chennai, India.  As alleged in the complaint, Cognizant’s President Gordon Coburn and Chief Legal Officer Steven E. Schwartz authorized the contractor to pay the bribe, and directed their subordinates to conceal the bribe by doctoring the contractor’s change orders.  The SEC also alleges that Cognizant authorized the construction firm to make two additional bribes totaling more than $1.6 million.  Cognizant allegedly used sham change order requests to conceal the payments it made to reimburse the firm.

“Bribery to further corporate goals is an illusory path to long-term success.  While always the wrong choice, it is particularly egregious when senior executives chart that course for those they lead, as our complaint alleges here.  We are committed to holding them accountable for their actions,” said Charles E. Cain, Chief of the SEC Enforcement Division’s FCPA Unit.

The SEC charged Coburn and Schwartz with violating anti-bribery, books and records, and internal accounting controls provisions of the federal securities laws.  The SEC is seeking permanent injunctions, monetary penalties, and officer-and-director bars against Coburn and Schwartz.

The SEC’s order as to Cognizant found that the company violated Sections 30A, 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934, which are anti-bribery, books and records, and internal accounting controls provisions of the federal securities laws.  Without admitting or denying the allegations, the company agreed to pay disgorgement and prejudgment interest of approximately $19 million and a penalty of $6 million.

The Department of Justice and the U.S. Attorney’s Office for the District of New Jersey today announced the indictment of Coburn and Schwartz on criminal charges of violating and conspiring to violate the FCPA’s anti-bribery and accounting provisions.

The SEC’s investigation was conducted by Michael K. Catoe, Paul W. Sharratt, and M. Shahriar Masud of the FCPA Unit under the supervision of Robert I. Dodge.  The litigation will be led by John Bowers.  The SEC appreciates the assistance of the Justice Department’s Fraud Section, the U.S. Attorney’s Office for the District of New Jersey, and the Federal Bureau of Investigation.

RJK Exploration Drilling Results and 2019 Exploration Plans for Rolling Pond Property

Kirkland Lake, Ontario–(Newsfile Corp. – February 15, 2019) – RJK Explorations Ltd. (TSXV: RJX.A) (“RJK” or the “Company“) has received assay results from the incomplete drill hole that was terminated during the 2018 drill program on its Rolling Pond gold Property located in Central Newfoundland. As reported in a Press Release dated December 24, 2018, the drilling had been terminated after two unsuccessful attempts to complete its first hole of the Program due to ground conditions and drill rig mechanical failure. A total of 271.71m of a planned 450m hole was drilled before the rig had to be demobilized for repair. Due to timing, added costs and challenges of winter drilling in the area, the Program was suspended.

RP18-01A had intersected 81.2m of vuggy quartz, quartz breccia and significant quartz veining beginning at 190.55m with the hole lost in the zone. A portion of RP18-01A was assayed and returned anomalous values of 204 ppb gold over 2.65m from 215-217.65m. A large hydrothermal system is known to exist on the Property and analysis of the core and clay alteration confirms the presence and strength of this system. Additional work and vectoring will be required along the known 1.2 km strike length to identify areas where better gold grades may occur. A program of additional soil geochemistry and ground geophysical surveys will be implemented prior to the continuation of the drill program in the late spring of 2019.

The Company also intends to trench and possibly drill test a newly identified target outlined from field work performed during the fall of 2018. A strong 250m coincident gold in soil and induced polarization/resistivity geophysical anomaly was identified approximately 4.5 km along strike from the main zone to the southeast (See Press Releases dated October 30, 2018 and November 13, 2018). This zone remains open and additional field work will be performed in the area in 2019 to optimize targeting prior to trenching and/or drilling.

Dean Fraser, P.Geo, a qualified person as defined by National Instrument 43-101, is the independent qualified person responsible for reviewing and approving the technical contents of this press release.

All core samples were submitted to AGAT Laboratories in St. John’s, Newfoundland, an ISO 9001 certified and ISO 17025 accredited laboratory. All core samples were submitted for fire-assay gold analysis only. A series of standards and blanks were inserted in the sample stream for QA/QC purposes. All measurements provided in the press release refer to core lengths as measured in the core box.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Information

This news release includes certain forward-looking statements, which may include, but are not limited to, statements concerning future mineral exploration and property option payments. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions “will”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “propose” and similar expressions. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results, performance, or achievements to differ materially from those expressed or implied in this news release. Factors that could cause actual results to differ materially from those anticipated in this news release include, but are not limited to, the financial resources of the Corporation being inadequate to carry out its stated plans. RJK assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those reflected in the forward-looking statements except as required by applicable law.

RJK Explorations will be exhibiting at PDAC 2019 Investors Exchange in Toronto, March 3rd – 6th – Booth 3328

Contact Information: 

Glenn Kasner, President
Telephone: (705) 568-7956
Mobile: (705) 568-7567
info@rjkexplorations.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/42865

RETRANSMISSION: Roscan Starts Phase Two Drilling at Its Kandiole Project in Western Mali

Toronto, Ontario–(Newsfile Corp. – February 15, 2019) – Roscan Gold Corporation (“Roscan” or the “Company”) (TSXV: ROS) is pleased to announce it is continuing its drill program at its Kandiole Project in Mali, West Africa. This drill program was initiated to follow-up on the recent gold discovery at its Mankouke permit (see location map and cross-section below), where an initial Air Core (AC) drill program (see news release of January 24, 2019) returned grades of:

  • 5.94 g/t gold over 14 metres (including 26.7 g/t gold over 2 metres)
  • 8.68 g/t gold over 14 metres (including 41.5 g/t gold over 2 metres)
  • 8.47 g/t gold over 18 metres (including 29.0 g/t gold over 4 metres)
  • 3.06 g/t gold over 8 metres (laterite-hosted)
  • 2.71 g/t gold over 4 metres (laterite-hosted)

Note: True widths cannot be determined with the information available

Drilling access roads are being constructed and a multi-purpose drilling rig (AC and reverse circulation capability) is being mobilized. The drill program has been designed to test for the extensions of the mineralization discovered.

QUALIFIED PERSON
The technical content in this news release has been reviewed and approved by Gregory P. Isenor, P. Geo, a Qualified Person as defined by NI 43-101.

ABOUT ROSCAN
Roscan Gold Corporation is a Canadian gold exploration company focused on the acquisition and exploration of gold properties in West Africa. The Company has assembled a significant land position of 100%-owned permits in an area of producing gold mines (including B2 Gold’s Fekola Mine which lies in a contiguous property to the west of Kandiole), and major gold deposits, located both north and south of its Kandiole Project in west Mali.

For further information, please contact:
Greg Isenor
President and Chief Executive Officer
Tel: (902) 832-5555 or (416) 293-8437
Email: gpisenor@roscan.ca

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Forward Looking Statements
This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information is characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, and other risks involved in the mineral exploration and development industry, including those risks set out in the Company’s management’s discussion and analysis as filed under the Company’s profile at http://www.sedar.com. Forward-looking information in this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof, including that all necessary governmental and regulatory approvals will be received as and when expected. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information. The Company disclaims any intention or obligation to update or revise any forward-looking information, other than as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/42855

Reservoir Capital Corp. Debt Free Following Share Swap Note Cancellation

Vancouver, British Columbia–(Newsfile Corp. – February 15, 2019) – Reservoir Capital Corp. (CSE: REO) (“REO“) is pleased to announce that it has agreed with its only creditor to convert the full $242,036 amount of promissory note debt into 4,840,720 common shares of the Company at a deemed price of $0.05 per share, in addition to the issuance to the creditor of a 12-month warrant exercisable into 1,000,000 common shares of the Company at an exercise price of $0.10 per share. The Company wishes to settle this final amount of indebtedness with common shares in order to fulfill a strategic goal to become debt free and to preserve its cash for operations. The shares-for-debt transaction is subject to the approval of the CSE.

Reservoir understands the creditor is acquiring the common shares for investment purposes and may, in the future, acquire or dispose of the common shares through the market, private placement or otherwise as circumstances or market conditions warrant. The common shares issued will be subject to a four month hold (restricted resale) period.

CEO Lewis Reford commented, “REO’s investors should be pleased that the Company is debt free, with the added flexibility that affords. With our investment policy tailored to our emerging markets focus, we believe minimal leverage is a prudent risk management choice.”

About Reservoir Capital Corp.

REO’s Vision & Mission is to assemble a portfolio of producing or near-production clean energy assets in emerging markets.

REO’s strategy to achieve its Vision is to approach owners of privately-held quality assets and offer their investors diversification, liquidity and exposure to a growing portfolio following a disciplined investment policy.

REO’s investment policy consists of taking carefully selected minority economic interests in key geographies, targeting regular dividend income over long periods, while offering the potential for capital gain in the medium term.

Further Information

Investors are cautioned that trading in the securities of REO should be considered highly speculative. Additional information on these and other factors that could affect the operations or financial results of REO are included in REO’s CSE Listing Statement and most recently filed quarterly report, each of which is filed with applicable Canadian securities regulators and may be accessed through the SEDAR website (www.sedar.com). The CSE have neither approved nor disapproved the contents of this news release.

For further information, contact:

Lewis Reford
CEO, Reservoir Capital Corp.
Telephone: 416-399-2274
Email: ceo@reservoircap.team

NEITHER THE CSE NOR THE INVESTMENT INDUSTRY REGULATORY ORGANIZATION OF CANADA ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/42853

Norra Metals announces share consolidation, name change, and acquisition of Swedish and Norwegian properties

Vancouver, British Columbia–(Newsfile Corp. – February 15, 2019) – Norra Metals Corp. (TSXV: NORA) (the “Company”) is pleased to announce that it has completed (1) a consolidation of the Company’s issued and outstanding common shares on the basis of one new common share for three old common shares; (2) the approval of the private placement of 12,326,667 post-consolidated units at six cents per post-consolidated unit for a total amount of $739,600, which consists of one common share and one-half of one share purchase warrant exercisable for a term of two years at 10 cents for each warrant (the “Offering”); (3) a change of name to Norra Metals Corp.; and (4) the acquisition of the following properties from EMX Royalty Corp. by the issuance of 4,808,770 common shares:

  • The Bleikvassli project composed of six licences;
  • The Meraker project composed of 21 licences;
  • The Sagvoll project composed of 11 licences; and
  • The Bastutrask project composed of two mineral exploration licences.

The Company will pay finders’ fees in the total amount of $18,620 with respect to the Offering. All of the securities issued and issuable are subject to a four-month hold period expiring June 16, 2019.

ABOUT Norra Metals Corp.
(
www.norrametals.com)

Norra Metals Corp. is a Canadian-based junior exploration company comprised of highly qualified mining professionals with two very prospective copper-gold exploration projects located in northwestern British Columbia on or within the “Golden Triangle” and now three exciting zinc-copper-lead-silver projects in Norway and an additional prospective zinc-copper-silver-gold project in Sweden.

ON BEHALF OF THE BOARD OF
NORRA METALS CORP.

Per: “Minaz Devji”

Minaz Devji,
CEO and Director

Contact info:
Tel: (604) 258-8666
Email: mike.devji@norrametals.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/42861