RGST Enters CryptoSpace in Change of Control Transaction

Rhea-AI Summary

On November 8, 2021, Rogue Station Companies (RGST) entered a comprehensive agreement with Everdime Technologies to exchange 100% of Everdime's shares for 80% control of RGST. The transaction includes settling RGST's outstanding debt using shares and tokens, expected to be created on the Ethereum blockchain within 180 days. Both companies plan to finalize the agreement by December 15, 2021. Everdime aims to launch its token and custom coins, enhancing its platform for social influencers, while RGST believes in the partnership's potential to meet funding partner needs.

Positive

• Rogue Station Companies has entered an agreement to exchange shares with Everdime Technologies, enhancing its strategic position.
• The deal allows RGST to settle outstanding debt through a combination of stock and Everdime tokens, potentially improving its financial health.
• Everdime's plans to launch tokens and custom coins could create new revenue streams for RGST.

Negative

• The transaction involves RGST relinquishing 80% control, which may dilute existing shareholder influence.
• The reliance on the creation of Everdime tokens introduces uncertainty and potential execution risks.

BATON ROUGE, LA, Nov. 08, 2021 (GLOBE NEWSWIRE) -- via NewMediaWire – Rogue Station Companies, Inc. (OTCMkts: RGST) is pleased to announce that it has entered into a comprehensive purchase/sale/exchange agreement with Everdime Technologies, Inc.  The agreement, signed by the parties on November 8, 2021, essentially tracks the terms of the Letter of Intent announced in October:  Everdime’s shareholders and finance partners will purchase or be issued shares equivalent to 80% control of RGST in exchange for 100% of Everdime’s shares.  As part of the agreement, Everdime and RGST will settle all of the Company’s outstanding debt by a combination of stock and Everdime tokens, which it expects to create and post on the Ethereum blockchain in the next 180-days. The parties expect to close this agreement, making the called-for issuances and transfers, on or before December 15, 2021. 

Sandor Miklos, CEO of Everdime, stated, “John Conroy and his team have done a great job putting together a clean, well-structured mini-SPAC; it fits our ‘going public’ needs perfectly.  We’re saving months and satisfying all our biggest funding partners’ requirements.  For us, this is “go time” and we’re excited about launching our Everdime token and related affinity-based and social media influencer “custom coins” and NFTs.  We’ve had incredible response to our initial proof of concept presentations; we can now devote our attention to meeting our expected customer needs. Everdime expects to bring social influencers, organizations and sports teams to its great platform, allowing them to monetize their success and us to participate in multiple income streams.”    

John Conroy, CEO for Rogue Station Companies, Inc. added, “Sandor’s side really knows their market space; our business combination allows them to meet their funding partners’ late-round financing requirements, put a final polish on their development work, and start marketing their custom coins for the “cool and controversial.” We’re so committed that we took part of our debt pay-out in Everdime tokens; we are definitely believers.”

Safe Harbor Statement

This press release contains information that constitutes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, trends, analysis, and other information contained in this press release including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," and other similar expressions of opinion, constitute forward-looking statements. Any such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from any future results described within the forward-looking statements. Risk factors that could contribute to such differences include those matters more fully disclosed in the Company's reports filed with the Securities and Exchange Commission. The forward-looking information provided herein represents the Company's estimates as of the date of the press release, and subsequent events and developments may cause the Company's estimates to change. The Company specifically disclaims any obligation to update the forward-looking information in the future. Therefore, this forward-looking information should not be relied upon as representing the Company's estimates of its future financial performance as of any date subsequent to the date of this press release.

Contact: John Conroy, CEO
Corporate Services
Rogue Station Companies, Inc
225-273-1100

FAQ

What is the RGST and Everdime agreement about?

The agreement involves Everdime Technologies acquiring 80% control of Rogue Station Companies in exchange for 100% of its shares.

When was the RGST and Everdime agreement signed?

The agreement was signed on November 8, 2021.

What percentage of RGST will Everdime control after the agreement?

Everdime will control 80% of Rogue Station Companies after the agreement.

What is the expected closing date for the RGST and Everdime deal?

The parties expect to close the agreement on or before December 15, 2021.

How will RGST settle its outstanding debt?

RGST will settle its outstanding debt through a combination of stock and Everdime tokens.