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FogChain Enters LOI With EdTech Company Global Star Education Group Limited

VANCOUVER, BCA andA SAN CARLOS, Calif., July 8, 2020 /CNW/ - FogChain Corp. (OTCB: FOGCF) (CSE: FOG) (FRA: MUU3) ("FogChain"A or theA "Company") is pleased to announce that it has entered into a letter of intent ("LOI") datedA July 5, 2020A with Global Star Education Group Limited ("Global Star") 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 StarA (theA "Transaction") within the meaning of the policies of the Canadian Securities Exchange Inc. (theA "CSE"). The resulting issuer (theA "Resulting Issuer") upon completion of the Transaction will change its name as acceptable to the parties and will operate the current business of Global StarA (the "Resulting Issuer").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'sA success and future growth in the EdTech sector in emerging markets,"A commentedA James Cerna, CEO of FogChain.A TransactionPursuant to the Transaction, all of the issued and outstanding common shares in the capital of Global StarA (theA "GlobalA Shares") 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.
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