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RTO Transaction
In connection with completion of the RTO Transaction,
Former shareholders of Old Digihost and
Immediately prior to completion of the RTO Transaction, Old Digihost issued 164,000 Old Digihost Shares (the "Digihost Asset Shares") in consideration for the purchase of certain assets. Pursuant to the RTO Transaction, holders of Digihost Asset Shares received approximately 181.83 Digihost SV Shares in exchange for each Digihost Asset Share, and holders of common shares of each of
Holders of warrants of Old Digihost, including all securities issued pursuant to the Financing (as described below), received one (1) equivalent convertible security to purchase Digihost SV Shares in exchange for each Old Digihost common share purchase warrant ("Digihost SV Warrants"). As a result of the RTO and the Financing, there are now 40,073,661 Digihost SV Shares, 10,000Digihost PV Shares, 856,160 Digihost SV Warrants and 1,875,000 Digihost Optionsissued and outstanding in the capital of the Company.
A total of13,102,657 Digihost SV Shares, 10,000 Digihost PV Shares, 110,575 Digihost Warrants and 1,725,000 Digihost Options issued to insiders and consultants of the Companyare escrowed in accordance with a TSXV Tier 2 Surplus escrow agreement and will be released incrementally over a 36-month period. 16,937,093Digihost SV Shares issued to former Old Digihost shareholders and insiders of
Digihost will carry on the business of
Management and Board of Directors
After completion of the RTO Transaction, the Company's board of directors includes
Further details related to the RTO Transaction, directors and management of the Company are contained in the information circular prepared for shareholders of
Private Placement Closing
Immediately prior to completion of the RTO Transaction, Digihost completed its Financing for aggregate gross proceeds of
Each Subscription Receipt was automatically converted, without payment of additional consideration, into one Old Digihost Share or one Unit, as applicable, upon satisfaction of the conditions precedent to the RTO Transaction. Subsequent to the conversion of the Subscription Receipts, the Old Digihost Shares and Old Digihost Warrants issued pursuant to the Financing were exchanged for equivalent Digihost SV Shares and Digihost SV Warrants, respectively, on a 1:1 basis.
The securities issued pursuant to the Financing were subject to a four-month and one day hold period. After completion of the RTO Transaction, the securities of Digihost issued in exchange for Old Digihost securities offered pursuant to the Financing (including securities issuable thereunder) are free of trading restrictions, subject to TSXV escrow requirements, applicable
The net proceeds of the Financing will be used by Digihost to purchase cryptocurrency mining equipment, carry on the business and operations of
The securities offered pursuant to the Financing have not been registered under the
TSXV Approval
The RTO Transaction remains subject to final approval by the TSXV and fulfillment of all of the requirements of the TSXV in order to obtain such approval including, among other things, submission and acceptance of all documents requested by the TSXV in its conditional acceptance letter and payment of all outstanding fees to the TSXV.
Additional Information
For further information, please contact:
T: 917-242-6549
T: 917-242-6549
Cautionary Statements:
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the completion and terms and conditions of the RTO Transaction and Financing, trading of the Company's shares and development of its business and operations. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder, court or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
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Copyright (c) 2020 TheNewswire - All rights reserved., source