$1.5 MILLION OF POTENTIAL NEW CASH TO BE GENERATED INSIDE OF DIGIMAX IN EXCHANGE FOR 19.5% OWNERSHIP OF DIGIMAX
Options Granted to Non-Management Directors
TORONTO, ON / ACCESSWIRE / February 25, 2020 / DIGIMAX GLOBAL SOLUTIONS (DIGI.CN) (the “Company” or “DigiMax“) is pleased to announced that it has agreed to acquire the Canadian consulting arm, with associates who have informally worked together for over 20 years, owned by El Dorado Capital LLC, a New York LLC, represented by it’s managing member, Jerry McRoberts and The Bigelow Trust, a common law trust, represented by it’s trustee, Stan Medley (“SJD International”). Jerry McRoberts and Stan Medley have each provided corporate consulting services to clients around the world for more than 30 years.
SJD International has operated as a collaboration of the two individuals to provide start-up and scaling consulting for clients throughout most of the world including the US and Canada, as well as assisting companies from Europe, the mid-east, and throughout Asia. Many of these companies have subsequently succeeded in raising substantial capital and where desired, become publicly listed. In several cases, Jerry and Stan have taken personal ownership interests in the companies to further assist the companies to meet their growth and capital goals.
DigiMax and SJD International have collaborated in consulting for four different clients in the past few months and have demonstrated a strong working relationship between the two organizations already.
As a result of this Agreement, Jerry and Stan will divert much of their consulting work though SJD Consulting Canada (“SJD Canada”).
DigiMax will also develop a wholly owned scalability incubator company to be named DigiMax Development Corp (“DDC”). SJD clients may agree to be acquired in whole or in part by DDC to gain assistance from DigiMax and SJD to grow revenues internationally and to be groomed as a successful operating company for subsequent sale either privately, or through an IPO. In such situations, DigiMax would expect to retain an ownership of 10% or more of the company being sold.
DigiMax has agreed to acquire 100% ownership of SJD Canada in exchange for 15 million shares of DigiMax that will be released to the owner of SJD Canada, conditional on meeting certain revenue targets. SJD will then be operated as a division of DigiMax Global Solutions as a consulting company.
The shares will be released from Escrow in the amount of 1.5 million shares for every $150,000 of “Acceptable Cash” generated by Jerry and Stan contributed to DigiMax treasury within a 30-month period from the date of the Agreement. This results in a targeted cash generation for DigiMax of $50,000 per month commencing approximately 3 months after the acquisition of SJD Canada.
Acceptable Cash is defined as:
- consulting fees earned, net of all amounts paid to individuals or other companies in earning such fees, by SJD;
- any cash raised by DigiMax at a price of 10 cents per share or higher where such financing would have to be approved by the DigiMax Board of Directors in advance;
- any cash generated by DDC, net of fees paid to individuals or other third parties; and
- any other methods of generating cash for DigiMax that has been approved in advance by the DigiMax Board of Directors.
“We have worked with different third parties over the past 30 years in many different countries, and seldom have we had the pleasure of working with such a straight-forward, hard-working group as the team at DigiMax”, said Jerry McRoberts. “We see this as an opportunity to multiply the success that Stan and I have had by several multiples because these guys understand what it takes to successfully execute on behalf of our clients.”
“The great thing about working with DigiMax is that if they say they are going to do something, they do it – plain and simple,” says Stan Medley. “We want to bring that level of service to most of our clients, old and new, and we are excited about the SJD-DigiMax relationship.”
“Jerry and Stan have a highly developed network of businesses that will be immediately accretive to DigiMax revenue and cash flow,” said Chris Carl. “By combining our consulting team, our Exempt Market Dealer Team in Canada, and our global syndicate of registered Broker Dealers, we believe we are not only continuing on our stated goal of developing a global investment bank, but we are immediately accelerating our cash flow and profitability opportunities for DigiMax. This is a huge step forward for DigiMax and this will be immediately accretive to revenue, followed quickly by positive EBITDA.”
Stan Medley has provided business Consulting for more than 30 years in US and foreign markets such as Germany, UK, Australia, Canada, and Hong Kong. He has specialized in structuring companies to resist dilution as well as assisting companies wishing to do business internationally.
Stan has also utilized these skills in several related areas such as being a forensic consultant and expert witness; testifying in federal court as an expert statistician regarding valuations; provided sales training & coaching, market research and on-line marketing; lectured at many seminars on finance and corporate growth; and acted provided many guest appearances on radio shows discussing a variety of financial, entertainment and other topics.
Jerry McRoberts has more than 30 years’ experience specializing in the acquisition of private emerging growth companies in diverse industries including media tech, digital media, software, networks, content production and distribution, data and analytics, clean energy, and 3D printing. Prior to this, Jerry owned an executive search firm specializing in the placement of senior level financial leaders in corporate banking, investment banking, money management, and mezzanine and subordinated debt groups nationwide. Former clients have included Sanford Bernstein, Fuji Bank Ltd., Daichi-Kangyo Bank Ltd., Australia New Zealand Bank, Heller Financial, Finova Capital.
DigiMax is based in Toronto and is the first company in the Digital Security space to be both publicly listed (listed on the Canadian Securities Exchange-symbol: DIGI) and own a registered Dealer. Canada, DigiMax Capital Corp is an ‘Exempt Market Dealer registered in Ontario.
The corporate group is planning to establish or acquire registered dealers in several other countries. It also plans to also develop a state-of-the-art electronic platform, in collaboration with third party industry participants. The platform will provide qualified investors access to primary digital security offerings in the rapidly growing Digital Security market.
The corporate group presently consults to operating businesses and helps them raise capital through the issuance of traditional securities.
The Company has a highly qualified management team with extensive experience in global financial and capital markets, combined with a rapidly expanding global presence through collaborative partnerships in the USA, Hong Kong, Indonesia, Malaysia, England, Singapore, Korea and Malta. Manage plans to develop partnerships in other jurisdictions.
Options Granted to Non-Management Directors
DigiMax also announces that it has issued a 2-year Option to acquire 500,000 shares at 5 cents per share to each non-managing director of the Company including Edward Murphy, Lowell Kamin and Nikolai Vassev.
This follows the expiration or cancelation of Options for 4,489,000 shares issued previously.
President & CEO
Cautionary Note Regarding Forward-looking Statements
NEITHER THE CANADIAN SECURITIES EXCHANGE, NOR THEIR REGULATIONS SERVICES PROVIDERS HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE
This press release contains “forward-looking statements”. Forward-looking statements can be identified by words such as: anticipate, intend, plan, goal, seek, believe, project, estimate, expect, strategy, future, likely, may, should, will and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding changing the Company’s name.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: shareholders approving the change of name to DigiMax, the adequacy of our cash flow and earnings, the availability of future financing and/or credit, and other conditions which may affect our ability to expand the App Platform described herein, the level of demand and financial performance of the cryptocurrency industry, developments and changes in laws and regulations, including increased regulation of the cryptocurrency industry through legislative action and revised rules and standards applied by the Canadian Securities Administrators, Ontario Securities Commission, and/or other similar regulatory bodies in other jurisdictions, disruptions to our technology network including computer systems, software and cloud data, or other disruptions of our operating systems, structures or equipment.
Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. Except as required by applicable securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
SOURCE: Digimax Global Solutions