VANCOUVER – April 11, 2019 — Luxxfolio Holdings Inc. (the “Company”), (formerly AX1 Capital Corp.), completed a securities exchange with the securityholders of Luxxfolio Network Inc. (“LNI”) (formerly Blockluxe Network Inc.) (the “Transaction”) pursuant to a Security Exchange Agreement dated August 24, 2018, as amended, between the Company, LNI, and LNI securityholders (the “Agreement”).
Under the terms of the Transaction the Company exchanged one common share in its capital (the “Shares”) for each issued and outstanding common share or special warrant of LNI (the “LNI Shares”) and one share purchase warrant in the capital of Company (the “Warrants”) for each issued and outstanding share purchase warrant of LNI (the “LNI Warrants”).
To complete the Transaction, on April 11, 2019, a total of 12,998,656 Shares and 608,250 Warrants were issued to the LNI securityholders in exchange for their LNI Shares and LNI Warrants. Each Warrant is exercisable to acquire one Share at an exercise price of $0.20 per Share for a period of 24 months from the date of issue of the LNI Warrant for which it was exchanged.
The Company’s final long form prospectus dated March 18, 2019, which was receipted on March 21, 2019 by the securities regulators in Alberta, British Columbia, Nova Scotia, and Ontario, qualified the distribution of the Shares and Warrants under the Transaction. That prospectus is available under the Company’s SEDAR profile at www.sedar.com. On March 21, 2019, the Canadian Securities Exchange (“CSE”) conditionally approved the Company for listing. On April 11, 2019, the Company applied to the CSE to satisfy the remaining conditions for listing. A further news release will follow advising of the Company’s listing date on the CSE.
Upon the completion of the Transaction, LNI became a wholly owned subsidiary of the Company and as such the business of LNI became the business of the Company. Prior to the Transaction, the Company had no active business. The Company has a total of 14,879,657 common shares and 608,250 share purchase warrants issued and outstanding.
Luxxfolio is a forward-thinking financial technology company that, through LNI, is developing a blockchain based platform, powered by proprietary technology, to enable users to record the authenticity and provenance of luxury items, collectibles, and other non-traditional assets allowing them access to personal financial products that may not otherwise be available to them. The first iteration of the platform, a minimum viable product, is available for use by the public via the Company’s mobile application which can be downloaded from the Apple App Store and the Google Play Store.
For more information, please contact:
Dean Linden, Chief Executive Officer
Tel: (604) 398-3837
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Certain information contained herein may constitute “forward-looking information” under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as, “will be”, “proposes, “intends to”, or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements regarding the issuance of securities, the Acquisition, and the business of the Company are based on the Company’s estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company and its subsidiary to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including capital expenditures and other costs. 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 forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.