Cairo Announces Proposed Reverse Take over of Sino Blockchain
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
CAIRO RESOURCES INC.
1430-800 West Pender Street, Vancouver, BC V6C 2V6
Telephone: (604) 638-8063; Fax: (604) 648-8105
CAIRO ANNOUNCES PROPOSED REVERSE TAKE OVER OF SINO BLOCKCHAIN
Vancouver, B.C., December 22nd 2017 – Cairo Resourc es Inc. (TSX-V: QAI.H) (the “Company ” or
“Cairo ”), a Capital Pool Company listed on the NEX Board of the TSX Venture Exchange (the “ Exchange ”),
is pleased to announce that it has entered into a Letter of Intent dated December 22nd, 2017 (the
“Agreement ”) with Sino Blockchain Holdings Inc. (“ Sino ”), a private British Columbia corporation, whereby
Cairo will acquire all of the outstanding shares of Sino (the “ Proposed Transaction ”) in exchange for
common shares of Cairo. Sino has developed a propr ietary software solution for the optimization and
management of crypto-currencies in the B2B and B2C markets. The Proposed Transaction, if completed,
will constitute Cairo’s Qualifying Transaction under the Exchange’s policies.
About Sino Blockchain
Sino is a private British Columbia corporation. Sin o’s primary technology is a proprietary Artificial
Intelligence driven software product that optimizes crypto-currency mining, analytics and altcoin
management and trading. The technology can also be used in the Business to Consumer market, trading,
hedging and shorting crypto-currencies based on sig nal frequencies from as little as an hour. Sino is at
arm’s length to Cairo.
Sino Blockchain’s industrial scale crypto-currency signal software service utilizes a combination of
proprietary algorithms that have been developed and stress tested across a wide variety of crypto-
currencies. Sino offers an enterprise-grade crypt o-currency management platform and proprietary artificial
intelligence algorithms for finding the real time optimal portfolio balance of where to direct currently available
GPU hashpower as crypto-currency prices, rewards, and difficulties fluctuate in the markets.
Sino takes a long-term view to minimize capital pay back time and maximize hardware useful life for eac h
data centre.
Sino’s platform also provides crypto security integ ration to provide our partners with current industr y best-
practices for wallet storage access, including offl ine keys, offline transaction generation, and priva te key
sharing.
The underlying technology is also applicable to the consumer market for trading, hedging and shorting
crypto-currencies based on signal frequencies from as little as an hour. This technology could allow for the
robo-trading of crypto-currencies as part of a larger wealth management solution for consumers.
Financial information related to the significant assets of Sino will be disclosed when available.
Summary of the Proposed Transaction
The Proposed Transaction will be effected by way of a three-cornered amalgamation without court approval
under the Business Corporations Act (British Columbia), pursuant to which Cairo will ac quire, through the
amalgamation of a newly incorporated British Columb ia subsidiary of Cairo with Sino, all of the issued and
outstanding shares of Sino (the “ Sino Shares ”), in exchange for common shares of Cairo (each, a “ Cairo
Share ”) and Sino will become a subsidiary of Cairo.
Pursuant to the Proposed Transaction, the sharehold ers of Sino will receive one Cairo Share for each S ino
Share held at a deemed issue price of $0.255 per Cairo Share. As a condition of the Proposed Transaction,
Sino will complete a non-brokered private placement through the issuance of no less than 10,500,000
shares at a price of $0.255 per Sino Share for gross proceeds of no less than $2,677,500 (the “ Financing ”).
Assuming completion of the Financing, Cairo will is sue 48,000,000 Cairo Shares in exchange for all of the
issued Sino Shares.
The Proposed Transaction is subject to, among other things, receipt of the approval of the shareholder s of
Sino, approval of the Exchange and standard closing conditions, including the conditions described below.
The Proposed Transaction will constitute a Reverse Takeover of Cairo pursuant to Policy 5.2 – Changes of
Business and Reverse Takeovers of the Exchange.
Upon completion of the Proposed Transaction, Cairo intends to change its name to a name acceptable to
the Exchange and will continue on with the business of Sino and become a Tier 2 technology issuer, wit h
Sino as its operating subsidiary (the Company after the Proposed Transaction being referred to herein as
the “ Resulting Issuer ”).
Certain of the Cairo Shares to be issued pursuant t o the Proposed Transaction are expected to be subje ct
to restrictions on resale or escrow under the polic ies of the Exchange, including the securities to be issued
to “Principals” (as defined under Exchange policies ), which will be subject to the escrow requirements of the
Exchange.
In connection with the Proposed Transaction, Cairo will issue an aggregate of 2,000,000 Cairo Shares t o
certain arm’s length third parties as finder’s fees in accordance with Exchange policies.
None of the securities to be issued pursuant to the Proposed Transaction have been or will be register ed
under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities
issued pursuant to the Proposed Transaction are ant icipated to be issued in reliance upon available
exemptions from such registration requirements. Thi s press release does not constitute an offer to sel l or
the solicitation of an offer to buy any securities.
Conditions to the Proposed Transaction
The completion of the Proposed Transaction remains subject to a number of terms and conditions,
including, among other things:
• Sino completing the Financing for minimum gross pr oceeds of not less than $2,667,500;
• Sino having received shareholder approval of the P roposed Transaction by a special majority of the
Sino shareholders;
• Proposed Transaction being effective on or prior t o April 30, 2018;
• Cairo and Sino obtaining all necessary consents, o rders and regulatory approvals, including the
conditional approval of the Exchange subject only to customary conditions of closing;
• dissent rights not having been exercised by greate r than 5% of the Sino shareholders;
• no material change occurring to the business of Ca iro or Sino;
• the satisfaction of obligations under the Amalgama tion Agreement relating to each of the parties;
and
• the delivery by each of the parties of standard cl osing documents, including legal opinions.
The parties will be seeking a waiver from the Exchange of any requirement for a sponsor, but in the event a
waiver is not available, will seek a sponsorship relationship for this Proposed Transaction with an Exchange
member firm.
The shares of the Company were halted effective Dec ember 22nd 2017 and will remain halted until the
completion of the Proposed Transaction.
The Resulting Issuer – Summary of Proposed Director s and Officers
It is currently anticipated that all of the current officers and directors of Cairo will resign from their respective
positions with Cairo. The directors and senior mana gement of the Resulting Issuer is expected to inclu de
the following people:
Derek Lew, Director & Chairman of Board
Derek Lew is a Partner with Initio Group, a Vancouv er, BC-based early-stage angel investment firm, and a
lawyer experienced in the areas of corporate, comme rcial and real estate law. An active member of the
technology startup community and his own community, he is a Director of the Frank and Joan Lew
Charitable Trust and the FJL Housing Society, which focuses on matters related to social housing in
Vancouver’s Downtown Eastside. Professionally, he is a member of the Law Society of British Columbia.
Jonathan Bixby, CEO & Director
Jonathan Bixby is a serial entrepreneur, active investor, board member, and speaker. Jonathan has helped
raise over $100M in venture capital and has been in volved in over 10 successful exits. In addition to his
investing efforts, Jonathan has been active in the crypto world since 2012 as an investor and entrepreneur.
Darcy Taylor, Director
Darcy has over 20+ years in senior leadership roles and a proven track record across multiple industri es
spanning, Asia, Europe and North America. A blockch ain technology enthusiast since 2013, his pan Asian
experience while residing in Seoul, Korea exposed h im to the potential for the technology to disrupt a
multitude of industries. Prior to his international experience, Darcy was CEO of MASEV Communications
Inc., that was successfully acquired by IMG Canada.
Mike Edwards, Director
A lifelong entrepreneur, Mike Edwards has started and invested in technology companies for over 20 years.
Mike is actively involved in growing and supporting the crypto currency startup community and connecti ng
local entrepreneurs with the right investors, mento rs and influencers in Silicon Valley, New York, Eur ope
and Asia.
In addition, the Resulting Issuer will establish an elite blockchain advisory board that will announce d in due
course.
Additional information concerning the Proposed Tran saction, Cairo, Sino and the Resulting Issuer will be
provided in the Company’s Filing Statement to be fi led in connection with the Proposed Transaction and
which will be available under the Company’s SEDAR profile at www.sedar.com.
About Cairo
The Company is a Capital Pool Company presently lis ted on the NEX board of the Exchange. The
Company currently has issued and outstanding 1,581, 473 common shares issued and outstanding and no
convertible securities.
For further information please contact Darryl Cardey at (604) 638-8063
ON BEHALF OF THE BOARD
(signed) “ Darryl Cardey ”
Darryl Cardey
President and CEO
Neither TSX Venture Exchange nor its Regulation Ser vices Provider (as that term is defined in the poli cies
of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Proposed Transaction is subject t o a number of conditions, including but not limited to,
Exchange acceptance and if applicable pursuant to E xchange Requirements, majority of the minority
shareholder approval. Where applicable, the Propos ed Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed i n the management information circular or filing sta tement
to be prepared in connection with the Proposed Tran saction, any information released or received with
respect to the Proposed Transaction may not be accu rate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits o f the Proposed Transaction and has neither
approved nor disapproved the contents of this press release .
All information contained in this news release with respect to Cairo and Sino was supplied by the part ies,
respectively, for inclusion herein, and Cairo and i ts directors and officers have relied on Sino for a ny
information concerning such party.
This news release contains forward-looking statemen ts relating to the timing and completion of the
Proposed Transaction, the future operations of the Company, Sino, and the Resulting Issuer and other
statements that are not historical facts. Forward-l ooking statements are often identified by terms suc h as
"will", "may", "should", "anticipate", "expects" an d similar expressions. All statements other than st atements
of historical fact, included in this release, inclu ding, without limitation, statements regarding the Proposed
Transaction and the future plans and objectives of the Company, Sino, and the Resulting Issuer are
forward-looking statements that involve risks and u ncertainties. There can be no assurance that such
statements will prove to be accurate and actual res ults and future events could differ materially from those
anticipated in such statements. Important factors t hat could cause actual results to differ materially from the
Company's, Sino’s, and the Resulting Issuer’s expec tations include the failure to satisfy the conditio ns to
completion of the Proposed Transaction set forth ab ove and other risks detailed from time to time in t he
filings made by the Company, Sino, and the Resulting Issuer with securities regulations.
The reader is cautioned that assumptions used in th e preparation of any forward-looking information ma y
prove to be incorrect. Events or circumstances may cause actual results to differ materially from thos e
predicted, as a result of numerous known and unknow n risks, uncertainties, and other factors, many of
which are beyond the control of the Company, Sino, and the Resulting Issuer. As a result, the Company,
Sino, and the Resulting Issuer cannot guarantee tha t the Proposed Transaction will be completed on the
terms and within the time disclosed herein or at al l. The reader is cautioned not to place undue relia nce on
any forward-looking information. Such information, although considered reasonable by management at the
time of preparation, may prove to be incorrect and actual results may differ materially from those
anticipated. Forward-looking statements contained i n this news release are expressly qualified by this
cautionary statement. The forward-looking statement s contained in this news release are made as of the
date of this news release and the Company, Sino, and the Resulting Issuer will update or revise publicly any
of the included forward-looking statements as expressly required by Canadian securities law.