Evolution Blockchain Group acquired Gamebitcoin - an ERC-20 gaming token and related blockchain gaming apps - from 10604496 Canada Corporation for 26,400,000 restricted shares, its second and largest crypto-asset purchase in two months.
Newly renamed Evolution Blockchain Group made its first real acquisition under the crypto pivot, buying the Drivecoin project - a peer-to-peer blockchain platform for buying, selling and financing cars - from Stockbridge Inc. for 10,000,000 restricted shares.
With the Garmatex deal dead, new management pivoted the company toward crypto: the board approved a 100-for-1 reverse stock split (cutting shares outstanding from about 38.4 million to roughly 384,000) and a renaming from Garmatex Holdings Ltd. to Evolution Blockchain Group Inc.
The Garmatex Technologies merger - the company's central storyline since March 2016 - formally fell apart: the Arrangement Agreement was terminated, Devon Loosdrecht sold his 46% control stake for just $5,000 to James Bregani (holding it in trust for son Robert Bregani, already a creditor of the company) and resigned, and geologist Lawrence Stephenson took over as sole officer and director.
Garmatex Holdings' annual report for the year ended April 30, 2017 showed cumulative losses had jumped to just over $1.01 million since inception, and reiterated substantial doubt about its ability to continue as a going concern.
Garmatex Holdings borrowed $100,000 from BGC Consultants Limited at 5% interest, convertible into shares at $0.20 each; the loan was assigned to Robert Bregani two months later.
Garmatex Holdings hired investor-relations firm CorProminence (CORE IR) for up to $10,000/month plus 112,000 shares, and separately disclosed - for the first time in full - that Devon Loosdrecht had taken control of the company in March 2016 by buying 52.4% of its stock from founder Jose Montes for just $1,320.
Garmatex Holdings dismissed MaloneBailey LLP as auditor and hired Dale Matheson Carr-Hilton LaBonte LLC (DMCL), with no disagreements reported over prior filings.
16 Mar 2017asset acquisition disposition▲ GoodMajor
Rather than complete the full Garmatex merger, Garmatex Holdings instead licensed Garmatex Technologies' fabric-technology IP directly (patented T3, Bact-Out, CoolSkin and related brands) in exchange for cancelling about CAD$954,000 the company was owed by Garmatex under an earlier loan; the deal gave Garmatex Holdings its first real operating business and ended its shell-company status, while the merger's outside closing date was pushed to May 31, 2017.
Garmatex Holdings and Garmatex Technologies issued a joint update saying their reverse-merger arrangement (announced in March 2016) was still pending court and shareholder approval, with no new terms disclosed.
Ahead of the Garmatex merger, Oaxaca Resources renamed itself Garmatex Holdings Ltd. and executed a 12.5-for-1 forward stock split, taking shares outstanding from about 2.65 million to about 33.2 million; a new ticker (GRMX) was set to take effect in September 2016.
Oaxaca Resources' delayed annual report for the year ended April 30, 2016 showed cumulative losses of $109,628 since inception and reiterated substantial doubt about its ability to continue as a going concern, still awaiting the Garmatex merger to close.
Devon Loosdrecht stepped down as company secretary and was replaced by Keith Gracey, Garmatex Technologies' own Executive Chairman, ahead of the two companies' pending merger closing.
Oaxaca Resources refiled its private-placement disclosure to complete a paragraph inadvertently left unfinished in the original filing; the CAD$500,000 raise's terms were unchanged.
Oaxaca Resources raised CAD$500,000 in a private placement, selling 100,000 units (one share plus a half-warrant each) at CAD$5.00 per unit, financing the pending Garmatex merger.
What it means for a shareholder
100,000 new shares at about C$5.00 to raise about C$500,000. That's 0.316% dilution: every existing holder's slice gets 0.316% smaller. If you held C$1,000 of shares (200 at the issue price), your slice goes from 0.000635% to 0.000633% of the company. To keep it you'd need 1 more shares - about C$5 at the issue price.
Oaxaca Resources and Garmatex Technologies signed a definitive Arrangement Agreement to complete their reverse merger, under which Garmatex shareholders would receive about 25.7 million shares of the company (to be renamed Garmatex Technologies, Inc.) to develop and sell Garmatex's scientifically-engineered fabric technologies.
16 Mar 2016director officer appointment▲ GoodMajor
Oaxaca Resources signed a letter of intent for a reverse-merger-style arrangement with Garmatex Technologies, a private British Columbia apparel/fabric-technology company, under which Garmatex shareholders would end up controlling the renamed combined company; concurrently, CEO Mike Gilliland resigned and Devon Loosdrecht (who had separately just bought a majority stake from founder Jose Montes) took over as sole officer and director.
Oaxaca Resources' first annual report showed the company, now based in Vancouver under new management, had dropped its original Mexican mineral claim for a new one (the Elizabeth claim in British Columbia) and had $54,460 in cumulative losses since inception, with substantial doubt about its ability to continue as a going concern.
Oaxaca Resources dismissed auditor De Joya Griffith and hired MaloneBailey LLP as its new independent accountant, with no disagreements reported over prior filings.
The SEC sent Oaxaca Resources a comment letter on its IPO registration statement, asking it to clarify its exploration-stage disclosures before the offering can proceed.
Oaxaca Resources Corp., a newly incorporated Nevada shell led by sole officer/director Jose Montes, filed to register 1,700,000 shares at $0.0075 each (up to $12,750) for its IPO, backed only by an unexplored Mexican mineral claim.