Cryptologic Corp. Files Circular for Annual and Special Meeting of Shareholders

March 22, 2021 5:31 PM EDT

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TORONTO, March 22, 2021 (GLOBE NEWSWIRE) -- Cryptologic Corp. (CSE: CRY) (the “Company” or “Cryptologic”) is pleased to announce that it has filed and is in the process of mailing the management information circular (the “Circular”) and related materials in connection with the annual and special meeting (the “Meeting”) of shareholders to be held on April 14, 2021.

Fundamental Change

At the Meeting, the Company will seek shareholder approval of, among other things, an ordinary resolution (the “Fundamental Change Resolution”) that the Company be authorized to proceed with the previously announced proposed acquisition of Copenhagen Minerals Inc. (“Copenhagen”), which owns 100% of a mineral exploration license known as the Storø Gold Project, located in Greenland (the “Proposed Acquisition”). Completion of the Proposed Acquisition would constitute a “fundamental change” of the Company and in accordance with Policy 8 of the Canadian Stock Exchange (“CSE”), the Proposed Acquisition is therefore subject to the approval of the CSE and the Shareholders.

The board of directors of the Company (the “Board”) concluded that the Proposed Acquisition is in the best interests of the Company and unanimously recommends that Shareholders vote in favour of the Fundamental Change Resolution at the Meeting.

Name Change

At the Meeting, the Company will also seek shareholder approval to pass a special resolution to change the name of the Company from “Cryptologic Corp.” to “Greenhawk Resources Inc.” or such other name as may be selected by the Board, (the “Name Change Resolution”) and amend the articles of the Company in connection therewith.

The Board concluded that the name change is in the best interests of the Company and unanimously recommends that Shareholders vote in favour of the Fundamental Change Resolution at the Meeting.

Other Matters

Other annual general meeting matters will also be considered at the Meeting, including the presentation of the Company’s financial statements for the fiscal years ended December 31, 2020 and 2019, the election of directors for the ensuring year, and the re-appointment of the Company’s auditors.

Meeting Materials

The Meeting will be held at 10:00 a.m. (Toronto Time) on April 14, 2021, at the Company’s offices in Toronto, Ontario. In order to adhere to all government and public health authority recommendations, the Company notes that the Meeting will be limited to only the legal requirements for shareholder meetings and guests will not be permitted entrance unless legally required. Rather than attending in person, the Company encourages Shareholders to vote by proxy in advance and to access the Meeting via telephone conference call, details of which are set out in the Circular.

The Circular provides important information regarding the Proposed Acquisition, the name change and other matters to be considered at the Meeting. Shareholders are urged to read the Circular carefully and in its entirety.

The Circular is being mailed to Shareholders in compliance with applicable laws. The Circular is available under the Company’s profile on SEDAR at www.sedar.com.

Filing of Technical Report

Concurrently with the filing of the Circular, the Company also announces that it has filed an independent technical report prepared by SRK Consulting (Sweden) for the Storø Gold Project (the “Technical Report”) in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects. The Technical Report is available for review under the Company’s profile on SEDAR at www.sedar.com.

About Cryptologic Corp.

Cryptologic Corp. is currently a shell company that previously divested all of its cryptocurrency mining assets and operations and has been exploring acquisition opportunities in sectors outside of cryptocurrency mining.

Cautionary Note Regarding Forward-Looking Information

This news release includes forward-looking information and statements, which may generally be identified by the use of the words “will”, “intention”, “expects”, “is expected to”, “subject to”, “anticipates” and variations or similar expressions and which include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. Such statements include those relating to the Meeting and the Proposed Acquisition, including the name change in connection with the Proposed Acquisition, and the ability of the Company to complete the Proposed Acquisition.

Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein. Such assumptions, risks, uncertainties and other factors include, but are not limited to, that the Proposed Acquisition is not completed on the terms and timelines anticipated by the Company or at all, that all necessary regulatory, stock exchange, securityholder and other consents and approvals will be received in connection with the Proposed Acquisition on the timelines anticipated or at all, that all other conditions to closing the Proposed Acquisition will be satisfied in the manner and on the timelines anticipated or at all.

Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. In particular, the completion of the Proposed Acquisition is subject to the satisfaction of certain conditions and uncertainties (including CSE acceptance and shareholder approval) and the Company can offer no assurance that the Proposed Acquisition will be completed on the terms, conditions and timelines anticipated by the Company or at all.

Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.

The Company cautions that the foregoing list of important factors and assumptions is not exhaustive and other factors could also adversely affect its results. For more information on the risks, uncertainties and assumptions that could cause the Company’s actual results to differ from current expectations, please refer to the “Risk Factors” section of the Company’s Circular as well as the Company’s other public filings, available at www.sedar.com.

The CSE has not reviewed, approved or disapproved the content of this news release.

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Source: Cryptologic Corp.


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