Toronto, Ontario--(Newsfile Corp. - June 3, 2025) - Blockchain Venture Capital Inc. (CSE: BVCI) is pleased to announce significant corporate developments, including the signing of a Share Purchase Agreement to acquire a controlling interest in LuminusFX Corporation, the settlement of a material debt, and the appointment of one new member to its Board of Directors.
Strategic Acquisition of Controlling Interest in LuminusFX Corporation
BVCI has entered into a Share Purchase Agreement (the "LuminusFX Agreement") dated Jun 01, 2025, to acquire 51% of the issued and outstanding Class A Common Shares of LuminusFX Corporation ("LuminusFX") from Telemetry Inc. and Big Bang Capital Ltd. (the "Vendors").
Under the terms of the LuminusFX Agreement, BVCI will acquire a total of 1,530,000 Class A Common Shares, representing a 51% controlling interest in LuminusFX, BVCI will initially issue 765,000 common shares, with the balance of 765,000 common shares subject to an earn-out provision where LuminusFX must generate at least CAD 120,000 in net profit for BVCI in the next 6 months. This acquisition represents a strategic move by BVCI to expand its presence in global financial services, including the Forex and virtual currency sectors. By acquiring a controlling interest, BVCI expects to unlock significant growth opportunities, drive substantial revenue, and integrate its digital solutions into the traditional financial services industry.
Debt Settlement with Generation IACP Inc.
BVCI has also entered into a Debt Settlement Agreement (the "Debt Agreement") dated May 16, 2025, with Generation IACP Inc. (the "Creditor"). This agreement resolves an aggregate debt of $134,618.79 owed by BVCI to the Creditor, arising from a prior issuer trading services agreement dated June 30, 2022.
Pursuant to the Debt Agreement, BVCI will issue 1,495,764 units (the "Settlement Units") to Generation IACP Inc. at a deemed price of CDN $0.09 per Settlement Unit. Each Settlement Unit comprises one common share of BVCI and one common share purchase warrant, entitling the holder to acquire an additional common share at a price of CDN $0.12 for a period of twenty-four months. The issuance of the Settlement Units will constitute full and final satisfaction of the Debt. The Settlement Units will be subject to a four-month-and-one-day resale restriction legend.
Related Party Disclosure:
Xueru Bao, who is being appointed as a new board director of BVCI and is also a founding director of LuminusFX Corporation and Big Bang Capital Ltd. (one of the Vendors in the LuminusFX acquisition), previously served as a Marketing Director for BVCI (CSE: BVCI) from September 2020 to August, 2022, and consultant to BVCI from August 2022 to July 2024. She earned salaries of $5000 per month during her terms working for BVCI. Additionally, certain family members of Xueru Bao, including her mother, father, sister hold around 600,000 shares in BVCI. The Board of Directors of BVCI has reviewed these relationships and is satisfied that both the LuminusFX acquisition and the debt settlement transaction were negotiated and concluded on an arm's length basis.
New Board Appointment
BVCI is pleased to announce the appointment of Xueru Bao to its Board of Director, effective immediately. The appointment brings valuable expertise and experience to the Board as the Company continues to execute its growth strategy.
Xueru Bao - Biography: Xueru Bao (also known as Lucy Bao) is an accomplished entrepreneur, investor, and advisor with a strong global presence in fintech, blockchain, and venture capital. She is currently the founder of LuminusFX and a Director of Big Bang Capital Since 2019, Lucy has served as an advisor at Blockchain Venture Capital Inc. Her leadership has earned her several accolades, including the 2022 HuaCai Industry Leadership Award, WeWorkingWomen's Most Influential Woman Award, 2023 Hurun North America U30, and Canada's Business Elite U40. She holds a BA undergraduate education from the University of Toronto, as well as extended executive education from Harvard Business School.
Conditions to Closing:
The closing of the LuminusFX acquisition is anticipated to occur in mid-June 2025. Both the LuminusFX acquisition and the debt settlement are subject to certain customary closing conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including approval from the Canadian Securities Exchange (CSE), and the finalization of internal corporate and legal documentation. There can be no assurance that these transactions will be completed as proposed or at all, or within the anticipated timeframe.
Further details regarding these transactions will be provided as they become available.
About the Company
BVCI is an Ontario incorporated company and is registered as a money service business with the Financial Transaction and Reports Analysis Centre of Canada (FINTRAC). It is a provider of an innovative technology infrastructure to participants in the emerging blockchain and distributed ledger technology industry. Instrumental to BVCI's business and growth strategy is BVC Chain, a proprietary blockchain platform and distributed ledger technology, which can operate as a centralized or decentralized ledger. BVC Chain was designed to be a turnkey solution, which can be customized and implemented by organizations wishing to deploy blockchain platform based solutions, products or services. BVC Chain will also serve as the platform and infrastructure for BvcPay and CADT. BvcPay is a cloud based mobile application that is intended to have the capability to function as a Digital Currency wallet and which can facilitate point of sale and online transactions using Bitcoin, Ethereum and CADT. CADT is the native Digital Currency of the BVC Chain, and it is intended to be a stablecoin. BVCI's CADT business division is expected to issue CADT, a cryptographic stablecoin supported on a 1:1 basis with an equivalent amount of Canadian dollar held in a custodial account. CADT is expected to support real time pricing, payment, settlement, digital asset issuance and ledger capabilities.
Unless and until BVCI obtains the necessary regulatory approvals or unless it can rely on an exemption from the prospectus and registration requirements in furtherance of the issuance and trading of CADT, there is no assurance BVCI will be able to pursue its proposed CADT business or any related BvcPay business that relies on CADT.
Although the term "stablecoin" is commonly used, there is no guarantee that the asset will maintain a stable value in relation to the value of the reference asset if and when traded on secondary markets or that the reserve of assets will be adequate to satisfy all redemptions.
About LuminusFX Corporation: LuminusFX Corporation is a financial services company based in Toronto that provides fast, secure, and reliable financial services and consultation globally. Its primary business activities include financial services and consultation, with a service breakdown showing 60% in Crypto & Fiat, 20% in Investment, and 20% in other services. The company aims to achieve a proposal transaction volume of $50 Million Annually with a target revenue of $500,000.
About Generation IACP Inc.: Generation IACP Inc., established in 1998, is a Toronto-based independent financial services firm. It operates as a team of portfolio managers and capital partners, dedicated to helping clients achieve their financial goals. The firm provides discretionary managed accounts for high-net-worth individuals and institutions through its Investment Advisory services. Additionally, its Capital Partners team offers a range of financing and advisory services to corporate clients, including issuer trading services and investment banking solutions. Generation IACP is committed to investment excellence and client satisfaction, focusing on world-class alternative, equity, and income investment strategies.
For more information please contact:
Blockchain Venture Capital Inc.
Ming Yeung Director of the board
service@bvcadt.com
Forward-Looking Information and Statements Certain statements in this news release may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company or the industry in which it operates to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this news release, the words "estimate", "believe", "anticipate", "intend", "expect", "pursue", "proposed", "plan", "may", "would", "should", "will", the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements. Forward-looking statements in this news release include, but are not limited to statements related to: the Company's business plans and strategies; and Mr. Griffin's contributions to the Company. Such statements reflect the current expectations of the management of the Company with respect to future events based on currently available information and are based on certain assumptions and are subject to risks and uncertainties that could cause actual results, performance or achievements to differ materially from those expressed or implied by those forward-looking statements, including assumptions and risks related to receipt of regulatory approvals and to carry on its proposed CADT business or any related BvcPay businesses. These risks and uncertainties are detailed from time to time, including, without limitation, under the heading "Risk Factors", in the Company's listing statement, which is available on www.sedarplus.ca., and in other continuous disclosure documents that are filed by the Company from time to time and which are available at www.sedarplus.ca and to which readers of this news release are referred for additional information concerning the Company, its prospects and the risks and uncertainties relating to the Company and its prospects. New risk factors may arise from time to time and it is not possible for management to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance and achievements of the Company to be materially different from those contained in forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent and investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking information contained in this news release is current only as of the date hereof. The Company does not undertake or assume any obligation, except as required by law, to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. No securities commission or regulatory authority has approved or disapproved the contents of this news release. Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release nor have they approved or disapproved of the content hereof.
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SOURCE: Blockchain Venture Capital Inc.
