Squire Completes First Phase of CoinGeek Blockchain Cloud Computing Transaction and Acquires Asset Management & Pooling Soft...
02 Maio 2019 - 7:00PM
Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF)
(“
Squire”) announced that it has completed the
acquisition of all of the outstanding securities of Freschette
Limited ("
OpCo"), which owns and operates a fleet
of cloud computing assets in Kazakhstan representing 276
petahash/second (PH/s) of computing power. Pursuant to the
share purchase agreement among Squire, OpCo and Mr. Calvin Ayre
dated March 22, 2019 (the “
Share Purchase
Agreement”) Squire purchased OpCo for a purchase price of
C$24.1 million (inclusive of operational prepayments and subject to
post-closing adjustments) satisfied by issuance of an unsecured
convertible debenture accruing interest at 15% per annum and due
May 1, 2020. The debenture may be satisfied on maturity (or
at any time after the date that is nine months following closing)
in whole or in part, at the option of the holder, by common shares
of Squire at a valuation of C$0.45 per share or, at the option of
Squire (at any time after March 27, 2020), pursuant to a formula
based on its then current trading price and subject to a floor of
C$0.30.
At the time the Share Purchase Agreement was
executed, the OpCo assets were cash positive after operational
expenses (at then current market prices). The price of
bitcoin has increased significantly since that time and management
expects that OpCo operations will remain proportionately cash
positive. Financial data with respect to cloud computing
operations is expected to be made available in Squire’s second
quarter financial statements.
The parties remain committed to completing the
remainder of the acquisitions announced by way of Squire's press
release of November 30, 2018, as updated on March 25, 2018, in
connection with an extension of exclusivity in respect of such
negotiations until June 30, 2019.
Canaccord Genuity Corp. acted as financial
advisor to Squire in connection with the transaction.
A copy of the Share Purchase Agreement will be
filed under Squire’s profile on SEDAR (www.sedar.com).
In addition, Squire has entered into a perpetual
license agreement for custom cloud computing management and pooling
software and source code (together referred to as the “Software”)
from a private development group based in the United Kingdom
(“Licensor”). In consideration of the license of the
Software, Squire shall pay to Licensor the sum of £1,500,000,
payable in four installments with the first payment due upon
signing with the remaining installments payable every six months
following.
About Squire Mining Ltd.
Squire is a Canadian based technology company
engaged, through its subsidiaries, in the business of developing
and operating cloud computing data infrastructure and system
technology to support global blockchain applications related to
Bitcoin SV, Bitcoin Core and other associated SHA-256 derived
digital assets.
About CoinGeek Mining &
Hardware
CoinGeek Mining & Hardware operates a global
fleet of ASIC miners that contribute a significant portion of the
hash power to secure and scale the Bitcoin SV enterprise‐grade
blockchain. CoinGeek’s professional team has developed industry
leading practices to ensure its mining fleet operates at maximum
performance whilst optimizing its cost profile to maximize
profitability.
For further information contact:
Angela HolowaychukInterim Chief Executive OfficerTelephone: +1
800-371-2809
The CSE accepts no responsibility for the
adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION: This news release includes “forward-looking
information” as defined under applicable Canadian securities
legislation. Forward-looking information and statements include,
but are not limited to, disclosure regarding possible events, that
are based on assumptions about future economic conditions and
courses of action. Forward-looking information is 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 information. Such factors include, but are not
limited to: general business, economic, competitive, political and
social uncertainties, uncertain and volatile equity and capital
markets, lack of available capital, future demand for Bitcoin SV,
Bitcoin Core and other cryptocurrencies and risks related to the
mining thereof, integration issues, personnel and staffing
requirements and technological change and obsolescence, the
business impact of the perpetual license agreement for custom cloud
computing management and pooling software and source code and risks
as to whether the OpCo operations will remain proportionately cash
positive. There are no assurances with respect to: the negotiation,
entering into and completion of any definitive purchase agreement
for any future asset acquisitions with Mr. Ayre or his affiliates
(on the terms presently contemplated or at otherwise). Actual
results and future events could differ materially from those
anticipated in such forward looking information. Accordingly,
readers should not place undue reliance on forward-looking
information. All forward looking information in this news release
is made as of the date hereof and qualified by these cautionary
statements and those in our continuous disclosure filings available
on SEDAR at www.sedar.com. Squire disclaims any intention or
obligation to update or revise such forward-looking information,
whether as a result of new information, future events or otherwise,
except as required by law.
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