Hoist Capital Corp. Announces Qualifying Transaction with BTC Corporation Holdings Pty Ltd.

CALGARY, Oct. 15, 2019 /CNW/ - Hoist Capital Corp. (the "Corporation") (TSXV: HTE), a capital pool company under Policy 2.4 (the "CPC Policy") of the TSX Venture Exchange ("Exchange"), is pleased to announce that it has entered into a non-binding Letter of Intent (the "LOI") dated October 11, 2019 with BTC Corporation Holdings Pty Ltd. ("BTC") for the purposes of completing a Qualifying Transaction ("QT") as defined in the CPC Policy. The proposed QT is not a Non-Arm's Length Transaction, as defined in the CPC Policy.

Except as set out below, the terms and conditions outlined in the LOI are non-binding on the parties and the LOI is expected to be superseded by a definitive binding agreement (the "Definitive Agreement"). The proposed QT is an arm's length transaction, as to the knowledge of the Corporation, no insider, promoter or control person of the Corporation has any material equity ownership or interest in BTC prior to giving effect to the QT. As the QT is an arm's length transaction, approval of the shareholders of the Corporation will not be required under the exemptions contained in the CPC Policy. The proposed QT will be completed by way of an amalgamation, share sale, asset sale or similar transaction whereby the Corporation and BTC will complete a business combination and shareholders of BTC immediately prior to the QT will acquire a controlling interest in the resulting issuer (the "Resulting Issuer"). The final structure of the QT is subject to the receipt of tax, corporate and securities law advice for both the Corporation and BTC. Upon completion of the QT, the Resulting Issuer will carry on the business of BTC.

BTC is a private company under the laws of Australia. BTC is building the payment infrastructure for global digital banking by providing fiat-to-crypto payment services online and via thousands of retail locations in Australia and around the world. Onboarding Bitcoin and Ethereum are the primary crypto currencies transacted with BTC. BTC owns and operates premium brands in several global markets including Canada (Bitcoin.ca), United Kingdom (Bitcoin.co.uk) & Australia (Bitcoin.com.au) as well as over 20 other premium Bitcoin domains including European Union, Mexico & Ireland.

BTC is creating a trusted ecosystem and fostering utility of Bitcoin through industry leading products, platforms and education. BTC has unrivalled physical distribution in stores throughout Australia with over 6,000 locations and is seeking to expand into new regions. Global exchange Kucoin (processing over USD$2billion per month) is also a strategic investor in BTC.

Based on management prepared financial statements, for the fiscal year ended June 30, 2017 BTC had a gross profit of AUD$1,253,177 on revenue of AUD$1,511,215. For the fiscal year ended June 30, 2018 BTC had a gross profit of AUD$4,029,373 on revenue of AUD$4,635,592.

Terms of the QT

The QT is currently expected to proceed by way of a business combination transaction pursuant to which BTC will become a wholly-owned subsidiary of the Corporation. In consideration of the Corporation's acquisition of BTC, each BTC Share that is issued and outstanding immediately prior to completion of the QT will be exchanged for 10.7650 common shares ("Exchange Ratio") of the Corporation (the "Hoist Shares"). The QT is based on an agreed valuation of Hoist Shares at CAD $0.145 and BTC Shares at CAD $1.56. The total consideration of the QT will be CAD $30,736,500 ("BTC Value") and the issuance of 203,793,103 Hoist Shares (representing a CAD $29,550,000 value) to the BTC shareholders and the issuance of 8,182,759 Hoist Shares to certain arm's length financial advisors.

In conjunction with the QT, BTC intends to complete a private placement to secure a minimum of CAD$2,000,000 gross proceeds from an equity financing. BTC may also consider completing a brokered equity financing to secure additional funds. The final terms of the proposed financings, including the issuance price of the BTC Shares thereunder, will be finalized in consultation with BTC's capital markets advisors. The net proceeds of the proposed financings will be used to fund growth of BTC's business into international markets and for general and administrative expenses.

The Corporation may seek to complete a consolidation of the Hoist Shares prior to completion of the QT, in which case the number of Hoist Shares to be issued in exchange for each BTC Share will be adjusted accordingly.

Working Capital Adjustment

The QT assumes working capital of BTC of $Nil at closing. The BTC Value will be adjusted upwards if BTC has a positive working capital position at closing or downwards if BTC has a negative working capital position at closing.

Conditions

Completion of the QT is subject to a number of conditions, including but not limited to:

• completion of satisfactory due diligence reviews by the Corporation and BTC of the business and affairs of the other party;
  
  
• execution of the Definitive Agreement by the parties;
  
  
• receipt of all applicable regulatory, shareholder and Exchange approvals;
  
  
• completion of the Financing for gross proceeds of a minimum of CAD$2,000,000; and
  
  
• the absence of any material adverse effect on the financial and operational condition or the assets of the Corporation or BTC.

Name Change

On closing of the QT, the Corporation is proposing to change its name to BTC Corp. or such other name as BTC may determine.

Management and Board of Directors of Resulting Issuer

Upon completion of the QT, in is anticipated that all of the existing directors and officers of the Corporation will resign and new management and new board of directors of the Resulting Issuer will, subject to applicable regulatory and shareholder approvals, be appointed.

Trading Halt

Trading in the Hoist Shares has been halted and the Hoist Shares are not expected to resume trading until the QT has been completed, or until the Exchange receives the requisite documentation to resume trading. If the QT is completed, the Corporation expects the Resulting Issuer to be listed on the Exchange as a technology issuer.

Sponsorship

The Corporation intends to make an application for exemption from the sponsorship requirements of the Exchange in connection with the QT, however there is no assurance that the Exchange will exempt the Corporation from all or part of applicable sponsorship requirements.

Further Information

The Corporation will issue a subsequent press release in accordance with the policies of the Exchange providing further details in respect of the QT, including information relating to the transaction structure, the Financing and summary financial information of BTC and further information relating to the officers, directors and insiders of the Resulting Issuer.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, 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.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES, THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1993, AS AMENDED, OR ANY SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

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 legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", "is expected" "anticipates", "plans", "budget", "scheduled", "forecasts". "estimates", "believes" or intends" or variations (including negative and grammatical variations) of such words and phrases or stating that certain actions, events or results "may" or "could, "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the QT and certain terms and conditions thereof and the ability of the parties to complete the QT; the business, objective, goals and future plans of BTC; the Financing; a consolidation of Hoist Shares; a change to the Corporation's name; the Exchange Ratio; Exchange sponsorship requirements and intended application for exemption therefrom; shareholder, director and regulatory approvals; and future press releases and disclosure. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such 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, the Corporation assumes no obligation to update the forward-looking statements of belief, opinions, projections, or other factors, should they change, except as required by law.

SOURCE Hoist Capital Corp.

Arif Shivji, President, Tel: [phone], [email protected]