Capha Pharmaceuticals Inc. And Blockagram Inc., a Blockchain Developer, Enter into Letter of Intent for a Business Combination

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Toronto, Ontario / TheNewswire / December 11, 2017 - Capha Pharmaceuticals Inc. ("Capha" or the "Corporation") and Blockagram Inc. ("Blockagram") are pleased to announce that they have entered into a binding letter of intent ("Letter of Intent") to complete a business combination transaction (the "Transaction"). The Transaction will be effected through an exchange of securities with all of the securityholders of Blockagram. Upon completion of the Transaction, the combined entity will continue to carry on the business of Blockagram.

"Blockchain technology is revolutionizing the global economy and we are so excited to be merging with Blockagram which is at the forefront of the technology," said James R. Brown, President of Capha.

Jon James Atyeo, Chief Executive Officer of Blockagram added, "Blockagram will change the way Fortune 500 companies do business by giving them a new and unique way to use blockchain technology to incentivize their customers."

About Blockagram

Blockagram is a blockchain developer with a primary focus on its marquee BlockagramTM platform, a blockchain platform which allows marketers to pay customers for their engagement. Via BlockagramTM, consumers are automatically issued a user-friendly virtual wallet through which they receive payments for engaging with advertisers. Based on a proprietary advertisement-for-service solution, BlockagramTM also permits users to send cryptocurrency within the platform free of charge.

Terms of the Transaction

As of the date hereof, there are 54,431,030 common shares in the capital of Capha (the "Capha Shares") outstanding and 1,500,000 options to purchase Capha Shares, for a total of 55,931,030 Capha Shares on a fully diluted basis. As of the date hereof, there are 7,000,000 common shares in the capital of Blockagram ("Blockagram Shares") outstanding; and no securities convertible into Blockagram Shares.

The Transaction is expected to be completed by way of a share exchange between Blockagram and Capha, pursuant to which, Capha will acquire all of the issued and outstanding Blockagram Shares and will issue one Capha Share for each Blockagram Share so acquired.

It has been agreed by both Blockagram and Capha that the proposed structure may be revised to accommodate tax considerations, accounting treatments and applicable legal and regulatory requirements.

The board of directors of Capha following the Transaction shall be comprised of Five (5) directors and are expected to be: Jeffrey Orridge, Daniel Kube, Roland Nimmo, Ronnie Strasser and James R. Brown. The executive management of Capha following the Transaction is expected to be: Jon James Atyeo as Chief Executive Officer, Roland Nimmo as Chief Financial Officer and Matt Warren as Chief Technology Officer.

Jeffrey Orridge, Director: Mr. Orridge was the commissioner of the Canadian Football League between March 2015 and April 2017. Prior thereto, Mr. Orridge served in senior roles at USA Basketball, Reebok International, Warner Bros. and Mattel Inc. Mr. Orridge obtained a law degree from Harvard Law School and an undergraduate degree from Amherst College.

Daniel Kube, Director: Mr. Kube has two decades of success and experience in building successful technology companies for several leading organizations including, IGLOO Software, PricewaterhouseCoopers, PerformanceSoft and IONA Technologies. Mr. Kube holds an Executive M.B.A. from Northwestern University (Kellogg School of Management) and a B.A. in sociology from the University of British Columbia. Daniel also holds an ICD.D designation from the Institute of Corporate Directors.

Ronnie Strasser, Director: Mr. Strasser is a director of Phantom Developments, one of the premier condominium builders in Toronto. Mr. Strasser is also the President and Chief Executive Officer of Strasser Asset Management. Prior thereto, Mr. Strasser was the President of Phantom Industries Inc., a leading Canadian apparel manufacturer.

James R. Brown, Director: Mr. Brown has been Chairman of Capha since 2002. Mr. Brown has over 35 years' experience in various roles within public companies, with primary expertise in the capital markets. Mr. Brown received his B.Sc from the University of Calgary. Mr. Brown also holds a GG(GIA) designation from the Gemological Institute of America.

Jon James Atyeo, Chief Executive Officer: Mr. Atyeo is the Chief Executive Officer of Blockagram and has extensive experience in a number of industries, including technology and energy. Prior to his role at Blockagram, Mr. Atyeo was the Managing Director of Whatswhat Inc. and a founder and a director at Aeroplane - Vintage Eyewear. Mr. Atyeo also serves as a consultant to several blockchain technology companies.

Roland Nimmo, Chief Financial Officer and Director: Mr. Nimmo has been a trusted advisor to decision makers in some of Canada's largest and most successful organizations. Currently, Mr. Nimmo acts as Chief Financial Officer of Crown Life Canada Ltd. and Identita Inc. Prior thereto, Mr. Nimmo was partner at Deloitte LLP and Vice President Internal Audit at Magna International Inc. Mr. Nimmo holds a B.A. in economics (honours) from Queen's University. Roland also holds CA and CPA designations.

Matt Warren, Chief Technology Officer: Mr. Warren is the founder of Blockagram and is an experienced developer in the digital currency and blockchain community. Mr. Warren has over 15 years' experience in developing web applications, with particular expertise in finance platforms. Mr. Warren holds a B.Sc in computer science from the University of Waterloo.

Definitive Agreement


The transaction terms outlined in the Letter of Intent are binding on the parties and the Letter of Intent is expected to be superseded by a definitive agreement (the "
Definitive Agreement") to be signed between the parties on or before January 8, 2018.

The Transaction is subject to the satisfaction of customary closing conditions, including the approval of the Definitive Agreement and the Transaction by the board directors of each of Capha and Blockagram, the completion of satisfactory due diligence on each of Capha and Blockagram.

Further Information

Investors are cautioned that any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

For more information, please contact:

James R. Brown, President

Capha Pharmaceuticals Inc.

Tel. +1 (778) 754-3000

info@capha.ca

Jon James Atyeo, Chief Executive Officer

Blockagram Inc.

Tel. +1 (647) 885-0637

info@blockagram.com

www.blockagram.com

Forward Looking Information

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Corporation's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release includes information relating to the Transaction (including the structure of the Transaction), the directors and management of the resulting issuer upon completion of the Transaction, and the implementation of Blockagram's business plan. Such statements and information reflect the current view of the Corporation and Blockagram.

Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Capha and Blockagram to control or predict, that may cause Neptune and Crossroad's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out here in, including but not limited to: (i) risks and uncertainties related to the Transaction not being completed in the event that the conditions precedent thereto are not satisfied; (ii) the inherent risks involved in the cryptocurrency and general securities markets; (iii) uncertainties relating to the availability and costs of financing needed in the future; and (iii) the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, currency fluctuations; regulatory restrictions, liability, competition, loss of key employees and other related risks and uncertainties. The Corporation undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Copyright (c) 2017 TheNewswire - All rights reserved.

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