Bluerock Annouces Letter of Intent Signed with Diitalk
BLUEROCK VENTURES CORP.
NEWS RELEASE
TSXV: BCR.H
Not for distribution in the U.S. or to U.S. newswire services.
BLUEROCK ANNOUCES LETTER OF INTENT SIGNED WITH DIITALK
Vancouver, British Columbia – Monday, March 19, 2018 - Bluerock Ventures Corp. (“ Bluerock ” or the
“Company ”) is pleased to announce that it has entered into a Letter of Intent dated March 16, 2018 (the
“LOI ”) with Diitalk Communications Inc. (“Diitalk”), a private corporation existing under the laws of
British Columbia, with its head office in Vancouver , BC, pursuant to which Bluerock is proposing to
complete a business combination with Diitalk by way of share exchange, merger, amalgamation,
arrangement or similar form of transaction (the “Proposed Transaction ”), whereby the security holders of
Diitalk will become security holders of the combined entity (the “Resulting Issuer ”). Upon completion of
the Proposed Transaction the Resulting Issuer will continue to carry on the business of Diitalk as currently
constituted, under the new name “Diitalk” or such other name as may be approved by the board of directors
of the Resulting Issuer and the Exchange. The Proposed Transaction is an arm’s length transaction and will
constitute a Qualifying Transaction for Bluerock by Diitalk, pursuant to Exchange policies. In connection
with the Proposed Transaction, the Resulting Issuer will apply to list its common shares on the TSXV (being
the “Exchange ”). The company will make application as a Technology Issuer.
The agreement between Bluerock and Diitalk is arms-length in nature.
About Diitalk
Diitalk Communications Inc. is a software applicati on developer releasing an application called “Diitalk”
for smartphones and desktop browsers. Diitalk offer s free local and international calls to mobile phon es
and landlines around the world. The Diitalk softwar e facilitates VoIP phone calls, PSTN phone calls, a nd
OTT text/media messaging. Diitalk Communications Inc. is internally developing a variety of new features
to enable more enjoyable communication via talk and text. One such feature is a wholly new take on
ephemeral messaging.
Diitalk is structured and operates via a tokenized currency system whereby users can spend cryptocurrency
called “Dii Coins” to take certain actions within t he software. Users may purchase Dii Coins using rea l
currency, or earn Dii Coins via a gamified incentiv es system that rewards and motivates customer usage .
Diitalk Communications Inc. plans to introduce addi tional applications to the Dii Coin ecosystem.
Customers will then be able to spend Dii Coins on a variety of digital services. A blockchain infrastructure
will be developed as a compelling addition to the s ervice. The Diitalk blockchain
will be used to track users’ Dii Coin totals as the y buy, spend, earn, and transfer Dii Coins in multi ple
applications.
Transaction Summary
Pursuant to the LOI, the existing security holders of Diitalk will receive common shares of the Result ing
Issuer in exchange for their securities of Diitalk. The final form of the transaction will be set for th in a
definitive agreement to be entered into among the p arties that will replace the LOI (the “ Definitive
Agreement ”).
An aggregate of 5,085,000 common shares of Bluerock are currently issued and outstanding. It is expected
that 60,890,000 shares of Bluerock will be issued to the shareholders of Diitalk as consideration for 100%
of the issued and outstanding common shares of Diit alk. Upon completion of the Proposed Transaction
there will be 65,975,000 common shares issued and o utstanding in the Resulting Issuer, (excluding
securities issued pursuant to the Concurrent Private Placement described below), of which security holders
of Diitalk will own 60,890,000 and security holders of Bluerock will own 5,085,000 shares.
Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to,
Exchange approval, and shareholder approval if requ ired pursuant to Exchange, securities regulatory or
corporate law requirements. In addition, completio n of the Proposed Transaction is subject to certain
standard closing conditions, including the completion of due diligence investigations to the satisfaction of
each of Bluerock and Diitalk, execution of a Defini tive Agreement, and there being no material adverse
change in the business of Bluerock or Diitalk prior to completion of the Proposed Transaction.
No advances have been made by Bluerock nor are any planned before the completion of the transaction.
All amounts are in Canadian currency unless otherwise specified.
Concurrent Financing
Bluerock has agreed to undertake a private placement offering (the “Concurrent Private Placement ”) of
up to 11,666,667 shares at a price of $0.30 per uni t for receipt for proceeds of up to $3,500,000. Thi s
financing will be for a minimum of $3,000,000 and a maximum of up to $3,500,000. Each unit will be
comprised of one share and one-half warrant. Each full warrant will be exercisable at a price of $0.45 for a
term of 18 months. Closing of the Proposed Transaction is subject to completion of the offerings under the
minimum Concurrent Private Placement.
Management
Identified management of the resulting issuer will be Anthony Zelen, President and Chief Executive
Officer, Rasool Verjee, Director and Robert Birmingham, Director
Mr. Anthony Zelen has worked in roles ranging from investor relations, public relations, and strategic
marketing for the technology, mining and oil and ga s industries. Anthony also serves as the Director o f
several publicly traded companies, and has a number of successful private business ventures under his belt.
He is a co-founder and head of business development with Blockchain Intelligence Group (CSE:BIGG).
Mr. Rasool Verjee is a serial Entrepreneur with a depth of experience in telecommunications, technology,
and an extensive diverse global network. He has delivered high returns on equity from start-up operations
as evidenced by Telemagix, Canada’s first interactive Information service; Tele personals that went on to
become LavaLife Inc: North America’s leading provid er of phone and Online Dating Services. World
Phone Inc: that partnered with Tier One carriers in cluding AT&T, Teleglobe Canada and Codetel
generating over 10,000,000 minutes a month of Inter national Audiotex Voice traffic; Atlas Telecom
Network a leader in Wholesale VOIP Termination; Mob ileMiser Inc: a disruptive service helping
consumers reduce their international cell phone cha rges. He holds degrees in Law from Cambridge
University.
Mr. Robert Birmingham has over 10 years’ experience in the technology, resources and corporate sector.
Mr. Birmingham is currently a Director of Blockchain Intelligence Group (CSE: BIGG). He is the current
President & Chief Executive Officer of New Destiny Mining Inc., a TSX-V-listed company involved in
mining exploration. In addition, Mr. Birmingham has been a Director of multiple public companies on the
TSX Venture Exchange and the Canadian Securities Exchange. Mr. Birmingham holds a Business Degree
from Capilano University.
The parties also anticipate that in conjunction with and upon closing of the Proposed Transaction, the board
of directors of the Resulting Issuer shall consist of five directors, all of whom will be nominated by Diitalk.
All other current directors and officers of Blueroc k shall resign at or prior to the closing of the Pr oposed
Transaction.
The Company does not believe there is a requirement to hold a special meeting of its shareholders for this
arms-length Proposed Transaction, however it intend s to hold a shareholder meeting if required under
securities laws or corporate laws.
Trading of the common shares of the Company has been halted and will remain halted in accordance with
Exchange policies until all required documentation with respect to the Proposed Transaction has been
received and the Exchange and securities regulatory authorities are otherwise satisfied that the halt should
be lifted.
A press release setting out further particulars relating to the Proposed Transaction will follow in accordance
with the policies of the Exchange, which will inclu de a summary of the Definitive Agreement and
transaction consideration, summary financial inform ation of Diitalk, biographical information on the
proposed directors and officers of the Resulting Is suer, and other relevant information regarding the
Proposed Transaction and related financings.
Sponsorship of a Reverse Takeover may be required by the Exchange unless a waiver from the sponsorship
requirement is available. Bluerock intends to apply for a waiver from sponsorship for this Transaction .
There is no assurance that a waiver from this requirement will be obtained.
ON BEHALF OF THE BOARD of DIRECTORS
BLUEROCK VENTURES CORP.
“Praveen Varshney”
Praveen Varshney, FCPA, FCA
President and Director
ON BEHALF OF
Diitalk Communication Inc.
“Anthony Zelen”
Anthony Zelen
CEO
For further information please contact:
Karan Thakur
Tel: 778-987-3446
Cautionary Statement
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance
and if applicable pursuant to Exchange Requirements , majority of the minority shareholder approval. Wh ere
applicable, the transaction cannot close until the required shareholder approval is obtained. There ca n be no
assurance that the 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 transaction, any information released or received with respect to the transaction may
not be accurate or complete and should not be relied upon. Trading in the securities of Bluerock should be considered
highly speculative.
The TSX Venture Exchange Inc. and TSXV has in no way passed upon the merits of the proposed transaction and has
neither approved nor disapproved the contents of this press release.