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FogChain Announces Letter of Intent to Merge with Loop Media Inc.
[July 29, 2019]

FogChain Announces Letter of Intent to Merge with Loop Media Inc.


VANCOUVER and SAN CARLOS, CA, July 29, 2019 /CNW/ - (OTCB: FOGCF; CSE: FOG; FRA: MUU3) FogChain Corp. ("FogChain" or the "Company") is pleased to announced that it has entered into a non-binding letter of intent ("LOI") dated July 25, 2019 with Loop Media, Inc. ("Loop Media") pursuant to which the parties will complete a merger or some other form of business combination that will constitute a reverse takeover of the Company by Loop Media (the "Transaction"). The Transaction will be considered a fundamental change within the meaning of the policy 8 of the Canadian Securities Exchange Inc. (the "CSE") policies. The resulting issuer (the "Resulting Issuer") upon completion of the Transaction will change its name to Loop Media Ltd or some other name as acceptable to the parties and will operate the current business of Loop Media.

Transaction

Pursuant to the Transaction, all of the issued and outstanding common stock in the capital of Loop Media (the "Loop Shares") will be exchanged for common shares in the capital of the Company which will result in Loop Media becoming a wholly owned subsidiary of the Company or otherwise combining its corporate existence with a wholly owned subsidiary of the Company. Under the terms of the LOI, upon completion of the Transaction, the shareholders of the Company will retain approximately 20% of the issued and outstanding share capital of the Resulting Issuer on a fully diluted basis, inclusive of any securities which may be issued pursuant to any financing which Loop Media may pursue concurrent with the Transaction.

The final structure of the Transaction will be determined by the parties following the receipt of tax, corporate and securities law advice. The Transaction is an arm's length transaction and pursuant to the terms of the LOI it is anticipated that the definitive agreement (the "Definitive Agreement") in respect of the Transaction will be signed on or before August 31, 2019.

Completion of the Transaction is subject to a number of conditions, including but not limited to the following key conditions:

  • execution of the Definitive Agreement;
  • completion of mutually satisfactory due diligence; and
  • receipt of all required regulatory, corporate and third party approvals, including the approval of the CSE and the shareholders of the Company and Loop Media (if required) and the fulfillment of all applicable regulatory requirements and conditions necessary to complete the Transaction.

New Board and Management
Effective on the closing of the Transaction it is anticipated that the current members of the board of directors of the Company (the "Board") and the current management of the Company will resign. With respect of the Board, the current mebers will be replaced by nominees to the Board appointed by Loop Media (the "Nominees") and the existing management team of Loop Media will replace the current management of the Company.



Shareholder Approval

Prior to the completion of the Transaction, the Company will call an annual and special meeting of its shareholders for the purpose of approving, among other matters (i) the election of the Nominees to the Board; and (ii) the change of name of the Company.


Trading Halt

Trading in the common shares of the Company will be halted on July 29, 2019 and it is expected to remain halted until the closing of the Transaction. The Company will issue a more comprehensive news release with additional information on the terms of the transaction upon entering into of a definitive agreement in accordance with policy 8 of the CSE policies.

Loop Media 
Loop Media, Inc., is an innovative premium streaming media company building products and solutions for both businesses and consumers.  Loop improves the entire viewing experience for premium short-form content by focusing on venues and consumers in the evolving frontier of digital out-of-home, streamlining the public-to-private viewing experience.  Loop's growing library of over 200,000 music videos and film, game and TV trailers can be viewed in many popular hospitality, dining, and retail venues; on leading branded media and entertainment sites; and on over-the-top TV platforms and IPTV devices.  To learn more about Loop products and applications, please visit online at Loop.tv

FogChain

FogChain is a fully integrated, end-to-end software development life cycle (SDLC) and quality assurance solutions provider. With its high-performance application development, testing and monitoring platform, Trident, FogChain's suite of services and technology provides application development at scale with greater speed, greater efficiency and at a lower cost. The explosive demand for more edge computing and security within the Micro-Service, IoT, mobile data and driverless vehicle space places FogChain's Build-Once-Deploy-Everywhere software architecture as a leading ecosystem of tools and resources for developers that bridge devices, operating systems and the ability to build and launch exciting new applications in a unified environment.

Learn more at www.FogChainInc.com

Forward-Looking Information

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information.  Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", " expects" or "does not expect", "proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the Transaction. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the assumption that the Company will receive the approval of its shareholders and the CSE in respect of the Transaction. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Factors that could cause the actual results to differ materially from those in the forward-looking statements include, failure to obtain the final approval of the CSE, among other factors.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

The CSE nor its market regulator does not accept responsibility for the adequacy or accuracy of this news release. The CSE has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

SOURCE FogChain Corp.


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