Blackwell 3D Comments on Caveat Emptor, Intends to Seek Immediate Injunctive Relief for Hasty and Unwarranted Action Taken by OTC Markets

DUBAI, UAE - (NewMediaWire) - July 12, 2024 - Blackwell 3D Construction Corp. (OTC: BDCC) ("Blackwell 3D” or the "Company"), an innovative 3D house printing technology company focused on revolutionizing the construction industry by printing environmentally friendly 3D homes in a fraction of the time and at a fraction of the cost of traditional homes, would like to provide a comprehensive update to its shareholders, partners, and the broader investment community concerning the Caveat Emptor designation recently issued by OTC Markets Group.

On July 11, 2024, Blackwell 3D was informed that its stock had received Caveat Emptor (“CE”) status from OTC Markets. OTC Markets informed Blackwell 3D that this designation was for the following reason:

-       Promotion – The security is the subject of promotional activities having the effect of encouraging trading of the issuer's securities in the OTC market. As a matter of policy, when it has come to the attention of OTC Markets that a security has been the subject of promotional activities, OTC Markets may at its discretion label a security "Caveat Emptor." Promotional activities may include news releases, spam email, ads and newsletters, whether they are published by the issuer or a third party.

Earlier in the week, on July 8, 2024, OTC Markets had also issued a Stock Promotion designation label. However, in their own compliance statistics, OTC Markets declared the Stock Promotion to have only lasted two (2) days, terminating on Tuesday, July 9, 2024. Nonetheless, at the close of market hours on July 11, 2024, OTC Markets, with no warning, no promotion and having conducted no investigation into the unusual trading activity over the last week, acted precipitously and placed the CE on our ticker. Normally, it is our understanding that OTC Markets instructs issuers to address promotion in a press release, particularly in egregious situations. In situations involving promotion in compliance, fully or in part, with OTC Markets guidelines, OTC Markets typically does not ask issuers to do anything. Here, Blackwell 3D was not emailed by OTC Markets about the promotion, was not asked to issue a press release about the promotion and received no communication whatsoever from OTC Markets about the promotion. OTC Markets simply acted on a whim, with no reason or foundation, with no due process afforded to Blackwell 3D.

Company counsel immediately contacted OTC Markets, speaking directly to James Attwell and discussed this unusual trading activity. Though acknowledging such activity, Mr. Attwell directed the Company to FINRA, even though FINRA played no role in the decision to place the CE on the BDCC ticker. 

“Trading activity over the last week was heavily influenced by Ascendiant Capital Markets, LLC, a licensed market maker identified as ASCM. We notified and advised OTC Markets of this, but instead of sanctioning ASCM for what might be naked shorting, OTC Markets decided to act as against the Company and its shareholders, completely going against their declared purpose to protect investors,” stated Mohammedsaif Zaveri, CEO of Blackwell 3D. “We have filmed the Level 2 activity today, and have enough information to prove that OTC Markets acted hastily, without merit and against public policy. We engaged in Google sponsored ads, we had our promotional materials reviewed by counsel for compliance with OTC Markets guidelines and we ceased all ads the moment we got the promotion flag – only to have ASCM decimate our stock and complain to OTC Markets about their own self-created hardship.

“Instead of protecting the Company, OTC Markets has assisted ASCM in covering their massive short position, maybe even a naked short position. That is not fair, proper and perhaps not even legal,” declared Zaveri. “Many company shareholders were not even able to sell stock this week, ASCM got caught short and got desperate is what we believe and what we will endeavor to prove. To save themselves and not have to cover, ASCM, we believe, was the party responsible, directly or through third parties, for the complaints to OTC Markets. And today, OTC Markets helped ASCM cover their massive short position – decimating the company and its shareholders in the process.”

Blackwell 3D is consulting with legal counsel and evaluating grounds to file for immediate injunctive relief to have the CE removed. The harm being caused here, commencing with ASCM shorting and culminating with the actions taken by OTC Markets, will be irreparable if not addressed post-haste.

“The amount of information we have collected to support our pending action is extensive, we will be able to support all our claims, we have every expectation that we will be successful, ASCM should have been sanctioned, not the Company or its shareholders,” continued Zaveri. “In the last 30 minutes of trading on July 11, 2024, ASCM shorted approximately 30,000 shares over $1.15…and then we get a CE. The only rational explanation for this is that they knew the CE was imminent because they were the source of the complaints to OTC Markets, who acted upon having received emails without conducting any due diligence whatsoever as to the source of such emails.” 

We encourage all shareholders interested in voicing support for the Company to email us at [email protected]. All the support we can receive from our shareholders will be very instrumental in assisting the Company to stop the dictatorship that OTC Markets has to take such actions without any merit.

Additional information on our efforts to seek injunctive relief will be released as they become available. For further information about Blackwell 3D, please visit www.blackwell3d.com for the most up to date news.   

ABOUT BLACKWELL 3D CONSTRUCTION CORP.

Blackwell 3D Construction Corp. owns certain innovative 3D house printing technology assets aimed at revolutionizing the construction industry. Our goal is to specialize in printing fully functional and livable residential housing and small-scale apartment buildings in a fraction of the time and cost compared to traditional construction methods. Initially, our focus will be on launching in South East Asia. Our 3D house printing process involves using a large-scale printer and a specialized concrete mixture to create the structural components of the house. The printing process is highly automated, allowing us to create intricate designs and details with precision. Our company's unique approach to construction has several advantages. Firstly, our 3D printed houses are much faster to build than traditional houses, taking only a few weeks to complete. Secondly, our process is much more environmentally friendly, producing less waste and using less energy. Thirdly, our construction costs are significantly lower, allowing us to offer affordable housing solutions. We cater to a diverse range of clients, including individuals, businesses, and governments, who are looking for a modern and cost-effective solution to their construction needs. Our experienced team can design customized houses that meet our clients' specific requirements and preferences. We are constantly innovating and improving our technology to provide even better solutions for our clients.

Important Notice Regarding Forward-Looking Statements

This Press Release contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the Company’s review of potential financing and strategic alternatives, the Company’s research and development efforts, the Company’s prospects for 2024, and the Company’s ability to fine tune its operations, are forward-looking statements. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements, although not all forward-looking statements contain these or similar identifying words.

These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated. Such risks and uncertainties include, but are not limited to: Blackwell 3D's ability to continue as a going concern; Blackwell 3D's ability raise additional capital to fund its business on acceptable terms or at all; Blackwell 3D's ability to negotiate and consummate a financing or other strategic transaction; changes in the competitive industries in which the Company operates and variations in operating performance across competitors; changes in laws and regulations affecting Blackwell 3D's business; the risk of downturns in the market and Blackwell 3D's industry; risks related to the uncertainty of the projected financial information with respect to Blackwell 3D; risks related to Blackwell 3D's limited operating history and history of losses; the timing of expected business milestones; Blackwell 3D's ability to implement its business plan and scale its business; Blackwell 3D's ability to formulate, implement and modify as necessary effective sales, marketing, and strategic initiatives to drive revenue growth; Blackwell 3D's ability to expand internationally; the viability of Blackwell 3D's intellectual property and intellectual property created in the future; government regulations and Blackwell 3D's ability to obtain applicable regulatory approvals and comply with government regulations; and the outcome of any legal proceedings that may be instituted against the Company. A further list and description of risks and uncertainties can be found in the most recent filings with the Securities & Exchange Commission (www.sec.gov) and with OTC Markets Group Inc. (www.otcmarkets.com). Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

Contact:

Investor Relations

[email protected]

+1 (702) 718-0807