Amended notice of change in Corporate structure

9 Apr 2018

Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations

Item 1: Names of the Parties to the Transaction

Cryptanite Blockchain Technologies Corp. (formerly, Westbay Ventures Inc.) (the “Company”), ChargaCard, Inc. (“ChargaCard”) and the shareholders of ChargaCard.

Item 2: Description of the Transaction

On March 7, 2018, the Company completed the acquisition (the “Acquisition”), whereby the Company acquired 100% of the issued and outstanding common shares of ChargaCard, a company incorporated under the laws of the state of Delaware. Pursuant to the Acquisition, the Company issued an aggregate of 39,558,733 common shares of the Company (“Shares”) to the shareholders of ChargaCard. Certain Shares issued to the principals of the Company are subject to escrow conditions required by applicable securities laws and Canadian Securities Exchange (the “CSE”) requirements.

In connection with the Acquisition, the Company also issued 1,717,000 Shares to an arm’s length third party at a deemed price of $0.45 per Common Share as a finder’s fee.

In conjunction with closing of the Acquisition, effective March 8, 2018 the Company changed its name from Westbay Ventures Inc. to “Cryptanite Blockchain Technologies Corp.”

Effective at the opening of trading on March 12, 2018, the Company commenced trading under the symbol “NITE on CSE.

Item 3: Effective Date of the Transaction

March 7, 2018.

Item 4 Names of Each Party, if any, that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity

Not Applicable.

Item 5 Date of the Reporting Issuer’s First Financial Year-End after the Transaction, if applicable

The Company’s first financial year-end subsequent to the completion of the Transaction is December 31, 2018.

The Periods, including comparative periods, if any, of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer’s First Financial Year after the Transaction, if applicable

 

Perioddand Ending Date Comparative Period and
Ending Date
Interim financial statements for the three
month period ended March 31, 2018
Three months ended March 31,
2017
Interim financial statements for the six
month period ended June 30, 2018
Six months ended June 30, 2017
Interim financial statements for the nine
month period ended Septemer 30, 2018
Nine months ended September 30,
2017
Audited financial statements for the year
ended December 31, 2018
12 months ended December 31,
2017

 

Documents filed under NI 51-102 that describe the Transaction

On November 29, 2017, the Company disseminated and filed on SEDAR a news release announcing the proposed Transaction. The Company also filed a material change report on November 29, 2017.

On February 19, 2018, the Company disseminated and filed on SEDAR a news release announcing the conditional approval from CSE for the Transaction. The Company also filed a material change report on February 19, 2018.

On February 28, 2018, the Company filed on SEDAR a Listing Statement dated February 26, 2018 in connection with the Transaction.

On March 7, 2018, the Company disseminated and filed on SEDAR a news release announcing the filing of the Listing Statement in connection with the Transaction. The Company also filed a material change report on March 7, 2018.

On March 12, 2018, the Company disseminated and filed on SEDAR a news release announcing the closing of the Transaction. The Company also filed a material change report on March 12, 2018.