CT Developers Ltd. Announces Proposed Qualifying Transaction _______________________________________________________
CT DEVELOPERS LTD.
1764 Rathburn Road East, Unit1
Mississauga, Ontario, L4W 2N8
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NEWS RELEASE
CT Developers Ltd. Announces Proposed Qualifying Transaction
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November 27, 2017–Vancouver, British Columbia (TSX-V:DEV.H) CT Developers Ltd. ("CT" or the
"Company"), a capital pool company, is pleased to announce that it has entered into a letter of
intent dated November 23 , 201 7 (the "Letter of Intent") for the acquisition (the "Proposed
Transaction") of Clinical Blockchain Data Services ("CBDS "), a private company, by way of share
exchange with the shareholders of CBDS . Upon completion of the Proposed Transaction, the
business of CBDS will become the business of CT.
CT is a capital pool company and the Proposed Transaction is intended to constitute CT's qualifying
transaction ("Qualifying Transaction") under Policy 2.4 of the TSX Venture Exchange (the
"Exchange"). The Proposed Transaction is an arm's length transaction and accordingly is not
expected to require the approval of CT shareholders.
About Clinical Blockchain Data Sciences
CBDS is provisioning health data verticals over blockchain for the next generation of health data
infrastructure. The CBDS healthcare data platform on blockchain is being designed for use in other
verticals for the collection and analysis of historical and real-time data to revolutionize healthcare.
CBDS is currently offering its proprietary clinical trial platform built on pervasive computing
technologies for the detection of Digital Biomarkers through IoT sensor data capture and big data
analytics. CBDS is connecting a community of key healthcare stakeholders who are now sharing in
real-time, real-world assessment in the home of the patient.
The clinical trial process is a complex undertaking involving all the stakeholders in healthcare
including multiple research and regulatory organizations, testing sites and thousands of patients.
These complexities continue to push clinical trial costs to historical highs.
The CBDS plat form has completed more than 60 studies with over 1,000 individuals and has
captured more than one million hours of continuous home monitoring data resulting in over 130
peer reviewed publications. The CBDS platform currently connects a growing community o f
applicants in the high benefit areas of aging, mobility, cognition, sleep, pain and medication
adherence.
The ongoing challenges for contemporary clinical research are reproducibility, data sharing,
personal data privacy and patient enrolment and applying blockchain reduces trial complexity and
trial costs while increasing patient retention, regulatory oversight, partner coordination and
decreasing fraud.
Terms of the Transaction
Pursuant to the terms of the Letter of Intent, CT will acquire all of the issued and outstanding
shares of CBDS from its shareholders in exchange for 42,900,000 common shares of CT (the
"Transaction Shares") issued at a deemed value of $0.25 per share; the aggregate value of the
Transaction Shares is CDN$10,725,000. The Transaction Shares will be issued to the shareholders
of CBDS pursuant to exemptions from the registration and prospectus requirements of
applicable securities laws. The Transaction Shares will be subject to resale restrictions as required
under the applicable securities legislation and the Exchange. A finder’s fee of 1,500,000 shares is
payable at closing which will also be subject to resale restrictions.
Additional escrow restrictions may be required by the Exchange.
In connection with the Proposed Transaction, the Company will change its name to one reflective
of its new business undertaking acceptable to the parties and to applicable regulatory authorities.
It is expected that upon completion of the Proposed Transact ion, the resulting issuer (the
"Resulting Issuer") will be listed as a Tier 2 Issuer on the Exchange.
The Letter of Intent contemplates a forty-five-day due diligence period; a definitive acquisition
agreement reflecting its primary terms is scheduled to be completed on or before the end of the
due diligence period.
Completion of the Proposed Transaction is subject to a number of conditions, including execution
of a definitive share exchange agreement, completion of satisfactory due diligence, receipt of
applicable regulatory approvals and completion of the Concurrent Financing as set forth below.
There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Concurrent Financing
All parties to the Proposed Transaction will use their best efforts to complete a concurrent
fundraising (the "Fundraising") of subscription receipts to raise a maximum of $2,500,000 by the
issuance of 10,000,000 shares of CT at a deemed price of $0.25 per share.
Sponsorship
Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange
unless exempt in accordance with Exchange policies. CT is currently reviewing the requirements
for sponsorship and has not yet retained a sponsor.
Trading Halt
Upon the execution of the Letter of Intent, the shares of CT were halted and it is expected that
they will remain halted until completion of the Qualifying Transaction.
The Fundraising will permit the Resulting Issuer to achieve its near-term development goals and
will provide the Resulting Issuer with adequate working capital.
In connection with the Proposed Transaction and concurr ent Fundraising, the Company will pay
finder's fees in accordance with the policies of the Exchange. All securities issued pursuant to the
Fundraising will be subject a hold period of four months.
Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange
unless exempt in accordance with Exchange policies. CT is currently reviewing the requi rements
for sponsorship and has not yet retained a sponsor.
Other Information and Updates
CT and CBDS will provide further details in respect of the Proposed Transaction in accordance with
Exchange Policy 2.4 in due course and, in any event, prior to the resumption of trading.
For further information please contact:
Norman Eyolfson,
President &, Chief Executive Officer
Phone: (416) 884-8601
Statements in this press release regarding CT's business which are not historical facts are "forward -looking
statements" that involve risks and uncertainties, such as terms and completion of the Proposed Transaction. Since
forward-looking statements addres s future events and conditions, by their very nature, they involve inherent
risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in
such statements.
COMPLETION OF THE PROPOSED TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING BUT
NOT LIMITED TO, EXCHANGE ACCEPTANCE. THERE CAN BE NO ASSURANCE THAT THE PROPOSED
TRANSACTION WILL BE COMPLETED AS PROPOSED OR AT ALL.
INVESTORS ARE CAUTIONED THAT, EXCEPT AS DISCLOSED IN THE FILING STATEMENT TO BE PREPARED IN
CONNECTION WITH THE TRANSACTION, ANY INFORMATION RELEASED OR RECEIVED WITH RESPECT TO
THE PROPOSED TRANSACTION MAY NOT BE ACCURATE OR COMPLETE AND SHOULD NOT BE RELIED UPON.
TRADING IN THE SECURITIES OF A CAPITAL POOL COMPANY SHOULD BE CONSIDE RED HIGHLY
SPECULATIVE.
THE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS
NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE.
NEITHER THE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY
OF THIS RELEASE.