Vancouver, B.C., August 28, 2018 – Coronado Resources Ltd. (NEX: CRD.H and OTC: CRDAF) is pleased to announce that it has entered into a binding share purchase agreement on August 28, 2018 to acquire 100% of the outstanding common shares of Skyrun Technology Corp. (“Skyrun”), a Vancouver-based company developing a digital currency brokerage platform that willofficially launch in Canada later this year.
Trading in Coronado’s shares will remain halted pending final review and approval by the TSX Venture Exchange (“TSX-V”) and final closing of the Skyrun acquisition.
Concurrently with the closing of the Skyrun acquisition, the two principals of Skyrun, Wayne Chen and Rod Hsu, will join Coronado’s executive team as CEO and COO respectively. Both individuals are early adopters in online payment solutions, cryptocurrency and the blockchain sector. Please see the description and background of Coronado’s proposed executive leadership team and board of directors below.
Skyrun’s digital currency brokerage platform willutilize a network of payment instruments while ensuring regulatory compliance through partnered financial institutions and payment providers. The platform will facilitate an intuitive experience, allowing users to instantly buy digital currencies. In 2019, Skyrun plans to expand the business internationally into additional jurisdictions where blockchain and digital currencies are highly sought after for their unique properties including; ease of transaction, transferability and payment, anonymity, security and secure long-term store-of-value.
The Proposed Acquisition
Under the terms of the share purchase agreement, Coronado will issue up to 660,000 common shares in exchange for 100% of the issued and outstanding shares of Skyrun, which is equal to approximately 10% of Coronado’s current issued and outstanding shares. The shares of Coronado will be released to the principals of Skyrun, Wayne Chen and Rod Tsu, when certain milestones are reached that are linked directly to the development, operations and overall success of Coronado.
The completion of the Skyrun acquisition is subject to several conditions, including:
Coronado is currently classified as a “Utility” issuer with no operations. The proposed Skyrun acquisition will constitute a “change of business” for the purposes of TSX-V Policy 5.2 and is subject to review and acceptance by the TSX-V.
The Skyrun acquisition is not a related party transaction within the meaning of TSX-V Policy 5.9, which incorporates Multilateral Instrument 61-101, so a valuation and shareholder approval are not required.
Non-Brokered Private Placement
Coronado intends to complete a non-brokered private placement of approximately 1,000,000 common shares concurrent with the closing of the Skyrun acquisition at a price to be determined. The proceeds from this private placement will be used primarily to further advance the development of Coronado’s new business.
Proposed Directors and Officers
Following completion of the Skyrun acquisition, the Company’s board of directors will consist of Alex P. Guidi (Chairman), Wayne Chen, Giuseppe (Pino) Perone, John Vaccaro and David Loretto. The executive management team will consist of Wayne Chen, CEO, Giuseppe (Pino) Perone as President and Corporate Secretary, Rod Hsu, COO and Barry MacNeil, CFO.
A brief description and background of the Coronado team is as follows:
PI Financial Corp., subject to completion of satisfactory due diligence, has agreed to act as sponsor to Coronado Resources Ltd. in connection with the Skyrun acquisition and listing of Coronado’s shares on the TSX-V. PI Financial Corp. will provide the required services in compliance with the applicable rules and policies of TSX-V Policy 2.2 – Sponsorship and Sponsorship Requirements. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
Coronado Resources Ltd.
Coronado is a Vancouver-based company pursuing business opportunities in the technology sector. The Company’s widely distributed shares trade on the NEX Board of the TSX-V under the trading symbol: CRD.H. Coronado also trades on the OTC Pink market network in the United States, trading symbol: CRDAF.
Completion of the Skyrun acquisition is subject to a number of conditions, including TSX-V acceptance. There can be no assurance that the Skyrun acquisition will be completed as proposed or at all.
Investors are cautioned that any information released or received with respect to the change of business may not be accurate or complete and should not be relied upon. Trading in the securities of Coronado should be considered highly speculative.
The TSX-V has in no way passed upon the merits of the proposed Skyrun acquisition and has neither approved nor disapproved the contents of this press release.
Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements:
Statements contained in this news release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of Coronado. Such statements can generally, but not always, be identified by words such as “expects”, “plans”, “anticipates”, “intends”, “estimates”, “forecasts”, “schedules”, “prepares”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur.
Forward-looking statements and information concerning anticipated financial performance are based on management’s assumptions using information currently available. Forward-looking statements in this news release include Coronado’s expectations regarding the ability to complete, and the anticipated results of, the Skyrun acquisition, the funds that will be available to Coronado upon completion of the Skyrun acquisition and the proposed development and expansion of Coronado’s business.
In making the forward-looking statements in this news release, Coronado has applied certain factors and assumptions that are based on information currently available to Coronado as well as Coronado’s current beliefs and assumptions made by Coronado, including that Coronado will be able to complete the Skyrun acquisition and that a strategic plan for the near and mid-term can be determined. Although Coronado considers these beliefs and assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors include, among others, uncertainties in the development of Skyrun’s business, changes in the applicable regulatory regime, changes to the cryptocurrency market, and risks inherent in the development of a start-up plan business. Although Coronado has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 forward-looking information. Coronado does not undertake to update any forward-looking information, except in accordance with applicable securities laws.