Hilltop Cybersecurity Closes Second Acquisition
(Source: cnbc.com)

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(Original link: cnbc.com)

KELOWNA, British Columbia, June 12, 2018 (GLOBE NEWSWIRE) -- Hilltop Cybersecurity Inc, (“Hilltop” or the “Company”) (CSE:CYBX) (OTC:BGGWF) , announces, further to its news release dated February 22, 2018 regarding the completion of its transaction (the “ Transaction ”) with Hill Top Security, Inc. (“ HTSI ”), constituting a “fundamental change” of the Company within the meaning of the policies of the Canadian Securities Exchange (the “ Exchange ”) pursuant to the Acquisition Agreement (as defined herein), it has completed the Second Acquisition (as defined herein) pursuant to the Acquisition Agreement.
On February 14, 2018, the Company completed the Transaction pursuant to an acquisition agreement made effective as of December 19, 2017 (the “ Acquisition Agreement ”) among the Company, HTSI and the shareholders of HTSI, whereby the Company acquired 25% of the common shares of HTSI (the “ HTSI Shares ”) for an aggregate cash payment of USD$660,000, constituting a “fundamental change” of the Company within the meaning of the policies of the Exchange.
Second Acquisition
In connection with the Transaction, pursuant to the Acquisition Agreement, the Company and HTSI completed the following series of secondary transactions (together, the “ Second Acquisition ”) on June 12, 2018:
(i) HTSI sold and issued 1,875 HTSI Shares to the Company, equal to 24% of the issued and outstanding HTSI Shares (post-issuance, such that immediately after the issuance and including the HTSI Shares acquired pursuant to the Transaction, the Company will holds an aggregate 49% of the issued and outstanding HTSI Shares), and granted to the Company a perpetual, worldwide, royalty free license in certain of HTSI’s assets, pursuant to a license agreement by and between HTSI and the Company in substantially the form attached to the Acquisition Agreement; and
(ii) in consideration for the actions of HTSI set forth above, the Company: (1) delivered a payment to HTSI of US$1,500,000; (2) issued to HTSI 49,136,658 convertible common shares of the Company (the “ Convertible Shares ”), equal to, upon conversion thereof to common shares of the Company (on a one-to-one basis), an aggregate of 45% of the issued and outstanding common shares of the company (post-issuance), to be later distributed pro rata to the shareholders of HTSI (other than the Company); (3) issued 1,200,000 common shares of the Company to certain consultants and employees of HTSI; and (4) executed and delivered consulting agreements in the form attached to the Acquisition Agreement to certain of the shareholders of HTSI as indicated in the Acquisition Agreement.
The shareholders of HTSI will have the right to exchange the Convertible Shares, once distributed to them from HTSI, at any time and from time to time for an equal number of fully paid and non-assessable common shares of the Company.
A finder’s fee in connection with the transactions contemplated by the Acquisition Agreement was made to Sherman Dhal (the “ Finder ”), upon the completion of the Second Acquisition, in the amount of 3,000,000 common shares of the Company (the “ Finder’s Fee Shares ”) at a deemed price of $0.35 per Finder’s Fee Share.
The Convertible Shares, and any common shares of the Company the Convertible Shares are exchanged therefor, and the Finder’s Fee Shares, are subject to applicable statutory hold period and escrow, pursuant to an escrow agreement between Computershare Investor Services Inc. and HTSI and an escrow agreement between Computershare Investor Services Inc. and the Finder, respectively, released as to 10% on closing of the Second Acquisition and an additional 15% every six months thereafter over 36 months.
A listing statement dated February 15, 2018 describing the Company and HTSI, as well as the terms of the Transaction and the Second Acquisition, prepared in accordance with the policies of the Exchange, is available on SEDAR at www.sedar.com (the “ Listing Statement ”). The summary information set out herein is qualified in its entirety by reference to the relevant descriptions in the Listing Statement.
About Hilltop Cybersecurity
Hilltop Cybersecurity (CSE:CYBX) (OTC:BGGWF) is a cybersecurity and cryptocurrency security specialist. The Company has developed a unique, patented, cybersecurity platform, designed to protect businesses from external and internal cyber attack, and has also patented its biometric security solution for crypto-currencies.
For further information, please contact:
Hilltop Cybersecurity Inc.
Corby Marshall, CEO
Tel: 778-484-8028
E-mail: [email protected]
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is define...