Brand X Lifestyle Corp (LGMFF) Quote

Newsfile Corp – Wed Mar 11, 5:12PM CDT

Vancouver, British Columbia–(Newsfile Corp. – March 11, 2020) – Block X Capital Corp. (CNSX:BXXX.CN) (the ” Company ” or ” Block X “) is pleased to announce that it has signed a definitive agreement (the ” Definitive Agreement “) with CBIO Brand Development Inc. (” CBIO “) to acquire 100% of the issued and outstanding common shares in the capital of CBIO (the ” CBIO Shares “) from the shareholders of CBIO (the ” CBIO Shareholders “), resulting in CBIO becoming a wholly-owned subsidiary of Block X (the ” Acquisition “).

The Acquisition

Before the closing of the Acquisition, Block X will complete a consolidation (the ” Consolidation “) of all of Block X’s issued and outstanding common shares (each, a ” Share “) on the basis of one post-consolidation Share (the ” Post-Consolidation Shares “) for every two pre-consolidation Shares.

In consideration for the CBIO Shares, Block X proposes to issue an aggregate of 6,900,000 Post-Consolidation Shares to the CBIO Shareholders, in such amounts to reflect the pro rata holding of each CBIO Shareholder in CBIO immediately before the closing of the Acquisition (the ” Closing Date “), subject to acceptance by the Canadian Securities Exchange (the ” CSE “).

On the Closing Date, all CBIO Shareholders will transfer their CBIO Shares to Block X in exchange for the Post-Consolidation Shares issued on the Closing Date.

The aggregate of 6,900,000 Post-Consolidation Shares will be held in escrow by Block X and released to the CBIO Shareholders as follows:

1. 1,725,000 Post-Consolidation Shares on the date that is five business days from the end of any three month period following the Closing Date and before March 1, 2021 (the ” Clawback Date “) in which CBIO generates $500,000 or more in gross revenue in such three month period;
2. 1,725,000 Post-Consolidation Shares on the date that is five business days from the end of any three-month period following the Closing Date and before the Clawback Date in which CBIO generates $1,000,000 or more in gross revenue in such three-month period;
3. 1,725,000 Post-Consolidation Shares on the date that is five business days from the end of any three-month period following the Closing Date and before the Clawback Date in which CBIO generates $2,000,000 or more in gross revenue in such three-month period; and
4. 1,725,000 Post-Consolidation Shares on the date that is five business days from the end of any three-month period following the Closing Date and before the Clawback Date in which CBIO generates $4,000,000 or more in gross revenue in such three-month period.

Any Post-Consolidation Shares remaining in escrow on the Clawback Date will be cancelled and returned to treasury.

Concurrently with or immediately following the Closing Date, Block X will change its name to “Brand X Capital Corp.”.

The closing of the Acquisition is subject to, among other things, the completion of the Consolidation and acceptance by the CSE.

About CBIO Brand Development Inc.

CBIO Brand Development Inc.’s primary business is the commercialization of complex consumer goods. Through its primary brand, www.armourgenix.com^[1] , CBIO has launched a suite of high-performance sports supplements. In the coming weeks CBIO will be launching its e-commerce platform and expanding its product offerings.

On Behalf of the Company,

Arni Johannson, CEO