VANCOUVER: FogChain Corp. announced that it has entered into a letter of intent (LOI) with Global Star Education Group Limited pursuant to which FogChain will acquire all of the outstanding shares of Golden Star pursuant to a merger, amalgamation or some other form of business combination which will constitute a fundamental change of the Company by Global Star within the meaning of the policies of the Canadian Securities Exchange Inc.

The resulting issuer upon completion of the Transaction will change its name as acceptable to the parties and will operate the current business of Global Star.

“Global Star is an international EdTech company committed to bringing our educational services, course offerings, and leading accreditations to students worldwide. We provide a global education that brings together technology, business, teamwork, and critical thinking in an innovative learning environment thus preparing our students for the future,” said Earle W. Pratt III, CEO of Global Star.

“By going public in the Canadian market, we plan to rapidly expand the Global Star network of EdTech services by continuing to build and acquire leading educational institutions in Asia and worldwide.”

“This transaction will allow current FogChain shareholders an opportunity to share in Global Star’s success and future growth in the EdTech sector in emerging markets,” commented James Cerna, CEO of FogChain.

Pursuant to the Transaction, all of the issued and outstanding common shares in the capital of Global Star will be acquired by the company, which will result in Global Star becoming a wholly owned subsidiary of the Company and the shareholders of Global Star owning the majority of the issued and outstanding shares of the Resulting Issuer.

Under the terms of the LOI, upon completion of the Transaction, the current shareholders of the Company will retain approximately 20% of the issued and outstanding share capital of the Resulting Issuer based on a pre-money valuation of Global Star of CAD$5MM and inclusive of a CAD$1MM pre-RTO capital raise by Global Star.

The final structure of the Transaction will be determined by the parties following the receipt of tax, corporate and securities law advice. The Transaction is an arm’s length transaction and pursuant to the terms of the LOI, it is anticipated that the definitive agreement in respect of the Transaction will be signed on or before August 1, 2020.

Effective on the closing of the Transaction the current members of the board of directors of the Company and the current management of the Company will resign. With respect of the Board, the current members will upon completion of the Transaction be replaced by nominees to the Board appointed by Global Star and the existing management team of Global Star will replace the current management of the Company.

Prior to the completion of the Transaction, it is anticipated that the Company will call an annual and special meeting of its shareholders for the purpose of approving, among other matters (i) the election of the Nominees to the Board; and (ii) the change of name of the Company.

Global Star Education is an international EdTech company providing online, blended, and in-person educational courses in the Financial, Technology and Cyber Security sectors. With holdings in South East Asia, together with additional planned acquisitions, Global Star Education will become a global leader in the provision of educational services worldwide.

Global Star Education is led by experienced EdTech professionals with extensive experience building, growing, and managing international educational networks. Global Star Education is one of South East Asia’s leading providers of online and in-person accountancy and financial management courses whose offerings include CFA (Charted Financial Analyst), CIMA (Chartered Institute of Management Accountants), and ACCA (Associated of Charter Certified Accounts) accredited programs.

FogChain was previously seeking to be an end-to-end software development life cycle (SDLC) and quality assurance solutions provider, but the Company’s business is now limited to identifying and evaluating assets or businesses for an acquisition.