Blockchain Venture, World Digital enter LOI

Executive Summary

• Blockchain Venture Capital Inc. (BVCI) has entered into a non-binding Letter of Intent (LOI) to acquire the gold-based CBDC GLD digital asset business of World Digital Gold Group Ltd. (WDGG) via a reverse takeover transaction on the Canadian Securities Exchange.
• Upon completion, the resulting public issuer will operate both its current blockchain financial infrastructure businesses and the new CBDC GLD business, with plans to change its name to "CBDC GLD" pending regulatory and shareholder approval.
• The transaction is an arm's-length deal where WDGG shareholders will receive common shares of BVCI; final valuation and exchange ratios are pending due diligence and definitive agreement execution.

Key Details

• Transaction Structure: Proposed business combination constituting a reverse takeover pursuant to Canadian Securities Exchange policies.
• Acquisition Target: The gold-based CBDC GLD digital asset business of World Digital Gold Group Ltd. (WDGG).
• Consideration: WDGG shareholders will receive common shares of BVCI. Final valuation, exchange ratio, and total consideration to be determined in the definitive agreement after financial, legal, and technical due diligence.
• Post-Transaction Business: The resulting issuer will carry on its current businesses (BVC Chain, BVCPay, Trillium coin, CADT stablecoin) and the business of developing/commercializing the gold-based CBDC GLD digital asset token.
• Name Change: The resulting issuer intends to seek approval to change its name to "CBDC GLD."
• Arm's-Length Status: Confirmed as an arm's-length transaction; no insiders, promoters, or control persons of BVCI have ownership interest in WDGG.
• WDGG Assets: Includes intellectual property for CBDC GLD/tokenization platforms, blockchain software/technology for gold-linked digital asset issuance, and contractual rights for commercialization of gold-backed digital assets.
• Financing: BVCI may complete a financing to support the resulting issuer's business plan; structure, size, and terms are undetermined and will be disclosed later.
• WDGG Financials: WDGG is an early-stage company with limited historical financial information available; additional details expected upon execution of the definitive agreement.
• Conditions to Completion:
  • Satisfactory financial, legal, and technical due diligence.
  • Negotiation and execution of a definitive agreement.
  • Regulatory approvals (including CSE).
  • Shareholder approval (if required).
  • Completion of any required financing.
  • Other customary conditions.
• Trading Status: Trading in BVCI common shares is not expected to be halted, though a short-term dissemination halt may occur if issued during market hours per CSE policies.
• Risk Factors: No assurance that the transaction will be completed as proposed or at all.

Notable Quotes

• None explicitly quoted in the text, though the release outlines the strategic intent to "solidify the resulting issuer's position as a digital asset infrastructure company focused on tokenization, blockchain financial services and digital-asset settlement platforms."