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Seaside Executes Definitive Agreement With Delphx Corporation; Financing Update

Tickers: XTSX:SSX.P
Tags: None

Vancouver, BC / TheNewswire / December 13, 2017 - Seaside Exploration Partners Corp. ("Seaside" or the "Company") announces that further to its press release dated November 2, 2017 regarding the signing of a binding letter agreement to acquire DelphX Corporation ("DelphX"), the Company, DelphX and the shareholders of DelphX have now executed a definitive share exchange agreement dated December 12, 2017 (the "Transaction").

The Company and DelphX are also pleased to announce that DelphX has completed a non-brokered private placement of 2,857,571 DelphX common shares ("DelphX Shares") at a price of $0.35 per DelphX Share generating gross proceeds of $1,000,149.85 (the "Non-Brokered Financing"). DelphX intends to the use the proceeds of the Non-Brokered Financing to fund the Transaction and for working capital and general corporate purposes.

As previously announced, pursuant to the Transaction, the Company will issue common shares in the capital of Seaside ("Seaside Shares") to the holders of DelphX Shares on the basis of one Seaside Share for each DelphX Share. The Transaction is an arm's length transaction. There are currently 59,771,820 DelphX Shares outstanding following the completion by DelphX of the Non-Brokered Financing.

The Transaction remains subject to a number of terms and conditions, including, but not limited to, the completion of the Brokered Financing, as further defined below, and the approval of the TSX Venture Exchange (the "TSX-V") and other applicable regulatory authorities.

As noted above, it is a condition of the Transaction that DelphX complete a private placement of up to 10,000,000 subscription receipts of DelphX (the "Subscription Receipts") at a price of $0.35 per Subscription Receipt (for aggregate gross proceeds to DelphX of up to $3,500,000 (the "Brokered Financing"). DelphX entered into an engagement letter with Beacon Securities Limited, on its own behalf and on behalf of Haywood Securities Inc. (collectively, the "Agents"), to carry out the Brokered Financing on a best efforts basis. DelphX intends to use the net proceeds of the Brokered Financing to fund the Transaction, to develop its business and for working capital and general corporate purposes. Please see the Company's press release dated November 2, 2017 for additional information regarding the Brokered Financing.

This news release does not constitute an offer to sell and is not a solicitation of an offer to buy any securities in the United States. The securities of the Company and DelphX 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 unless pursuant to an exemption from such registration.

Trading in the Seaside Shares will remain halted pending the satisfaction of all applicable requirements pursuant to Policy 2.4 of the TSX-V.

Forward-Looking Statements

This news release contains certain "forward-looking statements" including, for example, statements relating to the completion of the Transaction and the Brokered Financing and the Resulting Issuer's anticipated share capital. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of regulatory approvals, the Company's ability to complete the Transaction and the Brokered Financing, the state of the capital markets, tax issues associated with doing business internationally, the ability of the Resulting Issuer to successfully manage the risks inherent in pursuing business opportunities in the Blockchain industry, and the ability of the Resulting Issuer to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop its business. Any forward-looking statement reflects information available to the Company as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

On behalf of the board of directors of the Company:

Toby Pierce

President and Chief Executive Officer

Telephone: (604)-653-9718

Suite 2040-885 West Georgia Street

Vancouver, B.C. V6C 3E8

All information contained in this news release relating to DelphX was provided by DelphX to the Company for inclusion herein. The Company has not independently verified such information and shall bear no liability for any misrepresentation contained therein.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX-V has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Copyright (c) 2017 TheNewswire - All rights reserved.

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