Monetgo acquires Blockchain Technology Group
Blockchain Technology Group (BTGI), which has its own proprietary blockchain software offering search and big data analytics, is being acquired by Montego Resources. The platform being developed by BTGI will target Fortune 1000 companies that perform business across many global sectors, including finance, insurance, pharmaceutical, medical and e-commerce industries.

2015-12-04 12:56 ET - News Release

Mr. Robert Coltura reports

MONTEGO RESOURCES INC. ENTERS INTO A NON-BINDING LETTER OF INTENT WITH BLOCKCHAIN TECHNOLOGY GROUP INC.

Montego Resources Inc. has entered into a non-binding letter of intent with Blockchain Technology Group Inc. to acquire all of the issued and outstanding securities of BTGI.

BTGI is a private company incorporated under the Business Corporations Act (British Columbia) headquartered in Vancouver, B.C., Canada. The company is a developer of blockchain technology solutions, with its own proprietary blockchain software offering search and big data analytics. BTGI's propriety platform will target Fortune 1000 companies that perform business across dozens of global sectors, including finance, insurance, pharmaceutical, medical and e-commerce industries.

Under the letter of intent, the parties have agreed to negotiate in good faith and enter into a definitive agreement, which, upon execution, will supersede the letter of intent. The letter of intent was negotiated at arm's length.

In consideration for the BTGI shares, on closing, the company will issue to the BTGI shareholders a total of 11 million common shares of the company, all of which will be subject to escrow and released over a three-year period.

The transaction is subject to the parties completing an equity financing for gross proceeds of not less than $500,000 at an intended price of 15 cents per unit, with each unit consisting of one common share of the company and one common share purchase warrant, with each warrant being exercisable into one common share of the company at an exercise price of 20 cents per common share for a period of 12 months from the closing date of the concurrent financing. The company may pay finders' fees in connection with the concurrent financing. The net proceeds from the concurrent financing will be used for development of BTGI's business and general working capital.

Completion of the transaction is subject to a number of other conditions, including, but not limited to, acceptance by the Canadian Securities Exchange, completion of mutual due diligence, and any required approvals of the Montego and BTGI shareholders. There can be no assurance that the transaction will be completed as proposed or at all. Other conditions to completion of the transaction include:

Preparation and filing of a listing statement outlining the definitive terms of the transaction, in accordance with the rules of the CSE;

Receipt of all director, shareholder and requisite regulatory approvals relating to the transaction and the concurrent financing, including, without limitation, CSE approval of the transaction.

Further information

Further details about the proposed transaction and the combined entity will be provided in a comprehensive press release if the parties enter into a definitive agreement. If completed, the transaction will constitute a fundamental change, pursuant to CSE policies.

We seek Safe Harbor.