Belvedere Resources Ltd. (TSXV:BEL) entered into binding letter of intent to acquire BlockCoBuilders Inc. from Thomas Thompson, Brad Dunne and Stephen Wilson for CAD 13.6 million on June 12, 2018. The letter of intent will be superseded by a definitive agreement which will be signed on or before August 31, 2018. Under the terms of the letter of intent, Belvedere Resources will acquire all of the issued and outstanding common shares of BlockCoBuilders in exchange for 16.6 million common shares at closing of the transaction. Belvedere Resources Ltd. entered into binding definitive share exchange agreement to acquire BlockCoBuilders Inc. from Thomas Thompson, Brad Dunne and Stephen Wilson on September 27, 2018. Under the transaction, Thomas Thompson will sell 356 million shares of BlockCoBuilders and will receive 13.2 million shares of Belvedere, Brad Dunne will sell 82.4 million shares of BlockCoBuilders and will receive 3 million shares of Belvedere and Stephen Wilson will sell 10.4 million shares of BlockCoBuilders and will receive 0.38 million shares of Belvedere. Prior to the completion of the transaction, Belvedere will complete a private placement of securities for gross proceeds of no less than CAD 2 million. Upon completion of the transaction, the combined entity (‘Resulting Issuer’) will continue the business of BlockCoBuilders and the shareholders of BlockCoBuilders will become shareholders of the Resulting Issuer. Assuming Belvedere completes the private placement financings, and assuming those financings total CAD 7.9 million, then it is expected that Tom Thompson will hold approximately 19.9% of the outstanding common shares of the Resulting Issuer, and current shareholder and insider of Belvedere, Zila Corporation is expected to hold approximately 11% of the outstanding common shares of the Resulting Issuer. At the completion of the change of business, it is anticipated that the directors and officers of the Resulting Issuer, as a group, will beneficially own, directly or indirectly, or exercise control or direction over, an aggregate of 8,113,433 Resulting Issuer Shares, representing 12.28% of the issued and outstanding Resulting Issuer shares on an undiluted basis. As of September 28, 2018, Belvedere has raised in aggregate, approximately CAD 7.4 million pursuant to the private placement. Upon completion of deal, BlockCoBuilders will become wholly-owned unit of Belvedere. It is expected that the Resulting Issuer will be renamed as “Helix Applications Inc.” with stock symbol as “HELX” and BlockCoBuilders name will be changed to "Helix Accelerator Inc." or such other name as the parties may reasonably agree upon, and as approved by the TSX Exchange. As of October 29, 2018, BlockCoBuilders Inc will undergo a name change to “Helix Applications Inc.” on completion of the transaction. Rufus Round will continue as Chief Executive Officer and Director of the Resulting Issuer and Alice Reimer will continue as a Director of the Resulting Issuer. Brian Hinchcliffe will operate as Executive Chairman, Max Hinchcliffe will operate as Director, Mike Sutton will operate as Director, Brad Dunne will proposedly operate as Chief Operating Officer and Steve Cuthill will operate as Chief Financial Officer and Corporate Secretary. It is expected that the Board of Directors and management of the Resulting Issuer will be determined by mutual agreement between Belvedere Resources and BlockCoBuilders, provided the TSX Exchange does not object to such nominations and such persons are eligible to act as directors and officers pursuant to the applicable laws. The Board is anticipated to consist of Rufus Round, Mike Sutton, Max Hinchcliffe, Brian Hinchcliffe and Alice Reimer. As of October 30, 2018, Rufus Round remains Chief Executive Officer Helix Applications Inc. The transaction is subject to certain conditions including entering into definitive agreement, obtaining regulatory approval and the approval of the TSX Exchange, third party approvals, TSX Exchange's approval to list the exchanged shares to be issued in connection with the transaction, obtaining shareholder approval of Belvedere Resources and BlockCoBuilders, board approval from both the companies, Canaccord Genuity Corp. shall have delivered either a sponsorship report satisfactory to the Exchange or such filings as are necessary to obtain a sponsorship waiver, entering into an escrow agreement, consummation of private placement financing for minimum gross proceeds of not less than CAD 2 million and the resulting issuer meeting the initial listing requirements of the TSX Exchange. As of October 12, 2018, Belvedere Resources closed its previously announced brokered private placement offering. As of October 17, 2018, TSX Venture Exchange approved the transaction. Gordon Chmilar of Gowling WLG (Canada) LLP acted as legal advisor to Belvedere. Computershare Investor Services Inc. acted as transfer agent and registrar for Belvedere Resources. Helix Applications Inc. (TSXV:HELX) completed the acquisition of BlockCoBuilders Inc for $14.1 million on October 30, 2018. As part of consideration, Helix Applications Inc has issued 0.6 million common shares in aggregate towards full repayment of outstanding debts of BlockCo totaling CAD 0.3 million under two promissory notes of BlockCo. Following completion of the transaction, BlockCo is now a wholly-owned subsidiary of the Company. Helix intends to meet the listing requirements for a “Tier 2” technology issuer on the TSX Venture Exchange and Helix will continue the business of BlockCoBuilders.