TORONTO, ON / ACCESSWIRE / September 11, 2015 / Winston Resources Inc. (CSE: WRW) ("Winston" or the "Company") announces that it has signed a non-binding Letter of Intent (the "Letter of Intent") and intends to enter into a definitive binding agreement (the "Acquisition Agreement") for the acquisition by Winston of 100% of the issued and outstanding share capital of Crypto Next PLC ("Crypto Next") for CAD$9,000,000.
Crypto Next is a company incorporated in the Isle of Man and offers a white label crypto currency exchange. It has 14 affiliated exchanges in multiple languages, multiple currencies, and with secure policies in accordance with Isle of Man regulations. More information about Crypto Next is available at www.cryptonext.net.
Subject to the closing of the Acquisition Agreement, Winston intends to distribute to its shareholders all its shareholdings in CNRP Mining Inc (CSE: CND), Zara Resources Inc (CSE: ZRI), Hadley Mining Inc (CSE: HM), and Leo Resources Inc (CSE: LEO). The record date for the distribution is September 10, 2015.
Winston intends to change its name to CryptoNext Exchange Inc, and its business to a crypto currency exchange. Closing of the Acquisition Agreement will be subject to approval of Winston shareholders and regulatory authorities, and to compliance with any required governmental and securities regulations. There is no guarantee that the Acquisition Agreement will close.
The purchase price for Crypto Next will be payable by the issuance of 9,000,000 new Winston shares (the "Consideration Shares") at a deemed price of $1.00 per share. The Consideration Shares will be held in an Escrow account with the Company's transfer agent, Reliable Stock Transfer Inc, and released over a 36 month period.
Conditional on closing of the Acquisition Agreement and continued listing of the Company on the CSE, it is intended that a group of private investors will purchase 3,500,000 new Winston shares at a deemed price of CAD$0.20 per share (the "Private Placement"). The $700,000 subscription funds will be deposited into an escrow account with Reliable Stock Transfer Inc. at a Toronto bank until closing. Upon closing of the Acquisition Agreement and the Private Placement the Company will have 22,362,335 common shares issued and outstanding.
Conditional on closing of the Acquisition Agreement, Danny Wettreich, a current director of the Company, will subscribe for $1,000,000 of new Winston $1 Non-Voting Convertible Preference Shares ("Preferred") payable by 770,000 GreenCoinX ("XGC") at $1.30 per XGC. The Preferred will be convertible after 12 months at the option of the holder on the basis of one Preferred for one common share.