Vancouver, British Columbia AUGUST 22, 2017 – Cameo Resources Corp. (TSX Venture: CRU) (OTC: SIDNF) (the “Company”) is pleased to announce that the company has signed a letter of intent dated August 12, 2017 to acquire all of the issued and outstanding shares of Pinot Trading Ltd., a Bulgarian corporation (“Pinot”). If completed, the business combination (the “Transaction”) will constitute a Change of Business and Arm’s Length Transaction pursuant to the policies of the TSX Venture Exchange (the “Exchange”) and management anticipates that the resulting issuer (the “Resulting Issuer”) will be listed as a Tier 1 Industrial Issuer.
Information about Pinot Trading Ltd.
➢ One of the largest smartphone and telecom peripheral hardware B2B suppliers in eastern Europe.
➢ Reported audited revenues (IFRS Bulgaria) of CAD$111,000,000 (today’s exchange rate)
➢ 2014 – 2017 Pinot moved a total of over 1,000,000 telecom units.
➢ Retaining a global footprint covering Asia, Europe, Africa, The Middle East and South America.
➢ Entered the blockchain and digital currency realm during 2016: Visit www.pinotcoin.com
➢ Actively developing applications and platforms to support crypto currencies.
➢ Developing European regional crypto currency fund transfer App.
➢ Vertical integration into Pinot’s unique global hardware footprint is a necessity and natural progression.
Pinot, founded in 2003, is a Bulgarian corporation with 5,000 common shares issued and outstanding. Pinot is a telecom hardware supplier and reseller of brand name smartphones with its head office located in Plovdiv, Bulgaria.
The company is one of the largest European resellers of Apple Inc. (NASDAQ: AAPL), Samsung Electronics Co Ltd (KRX: 005930) and Huawei Culture Co Ltd (SHE: 002502). From 2014 through 2017, Pinot resold over 1,000,000 telecom units to its markets and distributes products in Asia, Europe, Africa, the Middle East and South America. Pinot’s main suppliers include Apple Eastern Europe (Apcom Budapest), and Samsung distributors (South East Adriatic district – Croatia, Serbia, Romania).
Pinot also has a software division that has developed cybersecurity and blockchain applications for the last two years. Revenues from this division comprised slightly less than ten percent of total revenues year-to-date in 2017 but are growing month over month. Two of the software offerings are blockchain and enterprise based products and are currently in use by customers in Asia, the Middle East and Europe. In order to leverage its hardware sales, Pinot has developed and intends to release a cryptocurrency called the Pinotcoin to address the need for money transfers, prepaid phone recharging and electronic purchasing by the unbanked, especially in Africa. Information on all products can be found at Pinot’s website at www.pinotglobal.com and www.pinotcoin.com
The market for cryptographic currencies has increased to over U$100 billion as of June 11, 2017 and continues to grow, but there are limited ways for investors to gain access. -Techcrunch.com June 7, 2017.
Based on financial statements audited in accordance with IFRS (Bulgaria) for the year ended December 31, 2016, Pinot had revenue of $110,685,000 (2015 – $122,136,000), expenses of $110,790,000 (2015 – $121,641,000), profit of $662,875 (2015 – $1,462,000) and net income of $632,457 (2015 – $1,424,943). Amounts above are converted into Canadian dollars based on today’s exchange rate of $1.00 Canadian Dollar to $1.30 Bulgarian Lev.
The principal shareholder of Pinot is Atanas Mihaylov. Mr. Mihaylov is a resident of Bulgaria and is the Chief Executive Officer of Pinot who holds 50% of Pinot’s issued and outstanding shares.
“We are very excited to have found and developed a relationship to Pinot to create a comprehensive and sustainable business model that is focused on enhancing joint company and shareholder value. We strongly believe that we can develop and finalize an agreement that will benefit all stakeholders,” stated Akash Patel, President of Cameo Resources Corp.
Information Concerning the Proposed Transaction
At this time, the parties continue to negotiate the material terms of the transaction, including the amount of the proposed consideration, how the consideration will be paid, and the identity of the directors and executive officers of the Resulting Issuer. The letter of intent is generally non-binding except for specified provisions thereof, including a binding exclusivity clause, whereby each party has agreed to exclusively negotiate and pursue a transaction solely with the other party until the termination date as set out in the letter of intent.
Management does not expect that the proposed transaction will require shareholder approval of the Company in accordance with Section 4.1 of Policy 5.2 of the Exchange, as the transaction is not a Related Party Transaction, the Company is without active operations, the Company is not and will not be subject to a cease trade order and will not otherwise be suspended from trading on completion of the Transaction, and shareholder approval of the Transaction is not required under applicable corporate and securities laws.
The Transaction is subject to the parties successfully negotiating and entering into a definitive agreement. In addition, the completion of the Transaction is subject to the approval of the Exchange and all other necessary regulatory approvals. It is also subject to additional conditions precedent, including shareholder approval of Pinot if and as required under applicable corporate or securities laws, satisfactory completion of due diligence reviews by both parties, approvals of the boards of directors of the Company and Pinot and certain other conditions customary for transactions of this nature.
Trading in the Company’s shares will remain halted pending the completion of the Exchange’s review of the proposed Transaction and the filing of all documents required by the Exchange. The Company will issue a further news release upon entry into a binding agreement, and when the Exchange has completed its review and received the necessary documentation, following which it is anticipated that trading in the Company’s shares will resume. There can be no assurance that trading in the Company’s shares will resume prior to the completion of the Transaction.
Management anticipates that the proposed Transaction will be subject to the sponsorship requirements of the Exchange. If required, a sponsor will be identified at a later date and will be announced in a subsequent press release of the Company. An agreement to sponsor should not be construed as an assurance with respect to the merits of the transaction or the likelihood of completion of the proposed Transaction.
On behalf of the Board of Directors,
CAMEO RESOURCES CORP.
For further information, please contact
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement 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 the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
This press release contains forward-looking statements. Forward-looking statements are projections and are subject to various risks and uncertainties. Forward-looking statements in this press release include those concerning the Company’s entry into a definitive agreement and the closing thereof. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) inability to agree on material terms; (ii) receipt of corporate and regulatory approvals; (iii) adverse market conditions; and (iv) and risks disclosed in the Company’s periodic disclosure documents filed on SEDAR. Actual results and future events could differ materially from those anticipated in such information. These forward-looking statements are based on estimates and opinions of management which management believes were reasonable on the dates made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.