Prophecy DeFi Announces Acquisition of 60% of Layer2 Blockchain

TORONTO, July 9, 2021 /PRNewswire/ – Prophecy DeFi Inc. (“Prophecy DeFi” or the “Company“, formerly Bucephalus Capital Corp.) (CSE: PDFI) is pleased to announce that, further to its press release of June 8, 2021, it has completed the previously announced acquisition (the “Transaction“) of 60% of the issued and outstanding common shares of Layer2 Blockchain Inc. (“Layer2“). As consideration for the Transaction, the Company issued an aggregate of 25,000,000 common shares of the Company (each a “Common Share“), to the shareholders of Layer2 on a pro rata basis.

All Common Shares issued in connection with the acquisition of Layer2 are subject to a four-month and one day resale restriction and voluntary lock-ups of up to 21 months, subject to certain accelerated releases in the event the Company’s common shares trade above certain prices. Further information on the Transaction can be found in the press release of the Company dated June 8, 2021.

“Prophecy DeFi is thrilled to make this investment into Layer2,” said John McMahon, CEO, Prophecy DeFi. “Layer2 is managed by an extremely talented team of DeFi operators, and we will be advancing the existing Layer2 business with capital and resources to accelerate their operations.”

Going beyond fintech, decentralized finance (or “DeFi”) has the potential to disrupt the centralized banking system, art markets, voting standards, and more by focusing on peer-to-peer transactions. The sector is experiencing tremendous success having grown from US$2.4B in total value locked in DeFi a year ago, to over US$55B today.¹ Prophecy DeFi is committed to building a connected ecosystem of decentralized finance investments and has begun this through its acquisition of Layer2.

Layer2 is a technology company focused on the rapidly emerging “Ethereum Layer Two” decentralized finance ecosystem. DeFi is currently the fastest growing and most innovative subsector in cryptocurrencies. Until recently, DeFi only existed on the Ethereum blockchain, however, scaling issues on Ethereum has pushed DeFi innovation onto a number of different but scalable “Layer Two” blockchains. This fragmentation has created a significant opportunity to realize outsized returns which the Layer2 team is uniquely poised to take advantage of. Layer2’s current operations within the DeFi sector are focused on: liquidity provisioning and market making, cross-chain protocol arbitrage, network staking, validation and infrastructure.

“This Transaction allows us to capitalize on the depth of experience and connections of Prophecy DeFi so that we can expand our business and take advantage of the tremendous opportunities that specifically exist in the emerging DeFi market,” said Andrew Young, CEO, Layer2. “Layer2 is pleased to be joining the Prophecy DeFi organization and as a team operating in decentralized finance, we are looking forward to being a central part of the ecosystem that they are building.”

In connection with the Transaction, the Company agreed…