VANCOUVER, BC--(Marketwired - March 01, 2017) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES
Golden Raven Resources Ltd. (the "Company") is pleased to announce that it has entered into a definitive merger agreement (the "Merger Agreement") with Xineoh, Inc. ("Xineoh") and its affiliates, with respect to the acquisition of Xineoh by the Company through a plan of merger (the "Transaction"). Xineoh holds a portfolio of intellectual property related to advanced advertising technology and processes. In connection with the Transaction, the Company is conducting a financing for gross proceeds of US$1.2 million.
The Transaction will transform the Company into a technology issuer and merge the considerable public company management and capital markets expertise of the Company's management company, King & Bay West Management Corp., with the assets and considerable engineering, design and sales expertise of Xineoh. Xineoh's goal is to utilize its technology to be a global leader in the arbitrage centric, artificial intelligence powered, recommendation search engine industry.
Xineoh's technology is focused on assisting businesses in effectively guiding users through the sales funnel, from initial contact to becoming paying customers. Xineoh is able to generate cash flow through affiliate marketing in several different verticals including travel, ecommerce, real estate, professional services, webhosting, video streaming, retail and finance. In particular:
- Advertisers spend billions of dollars per year to attract consumers.
- Xineoh creates Machine Learning algorithms to define and identify 'ready to purchase' buyers.
- Xineoh provides the technology for advertisers to increase Return on Investment (ROI) by matching 'buy now' consumers with the best possible match of products or services for each particular/analyzed buyer/profile.
- Xineoh receives affiliate payments when consumers purchase products as a result of referrals based on Xineoh websites and advertising.
- Xineoh's team has written algorithms that consistently outperformed their competitors.
- Xineoh has proven its technology works through actual application.
The following are the highlights of the terms and conditions of the Definitive Agreement:
Xineoh is a corporation incorporated under the laws of Delaware with an office located in Portland, Oregon. Xineoh's development team is based in South Africa where the primary development of the technology occurs.
The Company will acquire all of the issued and outstanding common shares of Xineoh through a plan of merger under the laws of Delaware and Xineoh will become a wholly-owned subsidiary of the Company.
In consideration for the acquisition of Xineoh by the Company, Xineoh shareholders will receive:
- common shares of the Company on closing at a rate of 90,000 common shares of the Company for every one share of Xineoh;
- The right to nominate three of a total of four directors to the Company's Board of Directors.
Prior to the closing of the Transaction, the Company will implement its previously approved consolidation of its common shares on the basis of one post-consolidation common share for every three pre-consolidation common shares (the "Consolidation").
In conjunction with the Transaction, the Company will complete a private placement (the "Financing") of common shares for gross proceeds of up to US$1,200,000. The common shares will be issued in Canadian dollars up to the amount that is required to obtain up to US$1,200,000. The price per common share will be Cdn$0.05 (pre-Consolidation), resulting in an effective price of Cdn$0.15 per common share post-Consolidation. Xineoh has recently completed a financing to raise US$800,000 (the "Xineoh Financing").
The combined proceeds from the Financing and Xineoh Financing will be US$2,000,000 and will be used by the Company in order to further develop Xineoh's technology, fund the implementation of the technology into affiliate marketing programs and for working capital purposes.
In connection with the Transaction, the Company has agreed with certain of its creditors (the "Creditors") to convert Cdn$576,937.38 in outstanding debt into 3,846,249 post-Consolidation units of the Company issued at a deemed price of Cdn$0.15 per unit. Each unit will consist of one common share and one half of one common shares purchase warrant. Each whole warrant will entitle the purchaser to acquire an additional common share at a price of Cdn$0.45 for a period of four years. The Creditors have agreed to forgive the remaining outstanding indebtedness totalling over Cdb$600,000. The shares for debt transaction will occur concurrently with the closing of the Transaction. As a result of the shares for debt transaction, at the closing of the Transaction the Company shall have no debt except for transaction costs associated and costs and expenses associated with normal course operations and upkeep.
Golden Raven is part of the King & Bay West Group ("KBW") of companies. KBW is a merchant bank and management services company that specializes in identifying, funding, developing and managing growth opportunities in the resource and technology sectors.
As a result of the Transaction, Kelcey Mauritius Limited, a Mauritius corporation, together with its joint actors, will beneficially own and control 67,500,000 post-Consolidation common shares of the Company at deemed price of Cdn$0.15 per common share, representing approximately 69.5% of the issued and outstanding common shares of the Company. Prior to the Transaction, Kelcey Mauritius Limited did not hold any common shares of the Company. Kelcey Mauritius Limited will acquire the common shares for investment purposes in connection with the Transaction and may, in the future, acquire or dispose of the common shares through the market, private or otherwise as circumstances or market conditions warrant. Kelcey Mauritius Limited's address is Suite 114, 3rd Floor, Medine Mews, Chaussée Street, Port Louis, Mauritius.
An Early Warning Report for Kelcey Mauritius Limited will be filed with the applicable Canadian securities commissions in respect of the acquisition and is available at www.sedar.com.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the Unites States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Completion of the Transaction is subject to a number of conditions, including Xineoh shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Trading in the securities of the Company should be considered highly speculative.
Cautionary Note Regarding Forward-Looking Information
This news release discusses items that may constitute forward-looking statements within the meaning of securities laws and that involve risks and uncertainties. Such statements include those with respect to the completion of the Transaction and the future prospects and strategy of the Company. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in such forward-looking statements are based on reasonable assumptions, they can give no assurances that those expectations will be achieved and actual results may differ materially from those contemplated in the forward-looking statements and information. Such assumptions, which may prove incorrect, include the following: (i) the Transaction will obtain all required shareholder and other approvals, (ii) the Company will succeed in obtaining any necessary future financing to fund its ongoing operations and work plans, (iii) no material obstacles, technical or otherwise, will hinder the Company's operations following the Transaction and (v) the Company will be able implement its business plans in a profitable manner. Factors that could cause actual results to differ materially from expectations include (i) the Company's failure to make effective use of its available funds following the Transaction, (ii) the failure of the Company's commercialization strategy for technical, logistical, labour-relations or other reasons, (iii) the Company's inability to obtain the necessary approvals for the Transaction, (iv) an increase in the Company's operating costs above what is necessary to sustain its operations, (v) accidents, labour disputes or the materialization of similar risks, (vi) a deterioration in capital market conditions that prevents the Company from raising the funds that it requires on a timely basis, (vii) an inability or unwillingness of the Company or Xineoh to complete the Transaction for whatever reason, and (viii) generally, an inability of the Company to develop and implement a successful business plan for any reason. These factors and others are more fully discussed in the Company's filings with Canadian securities regulatory authorities available at www.sedar.com. 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, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.