Not for distribution to U.S. Newswire Services or for release, publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
Vancouver, BC / TheNewswire / June 11, 2019 - HashChain Technology Inc. ("HashChain" or the "Company") (TSXV: KASH; OTCQB: HSSHF) is pleased to announce that Digihost International, Inc. ("Digihost") intends to complete a non-brokered private placement in connection with the announced reverse takeover transaction (the "Proposed Transaction") with HashChain and Digihost, previously disclosed in the Company's press releases of March 28, 2019, April 26, 2019 and June 7, 2019.
In order to meet initial listing requirements for the issuer resulting from the Proposed Transaction (the "Resulting Issuer"), Digihost intends to conduct a non-brokered private placement of up to 4,166,666 subscription receipts (the "Subscription Receipts"), at a price of $1.20 per Subscription Receipt for gross proceeds of up to $5,000,000 (the "Financing").
Each Subscription Receipt will be automatically converted, without payment of additional consideration, into one unit in the capital of Digihost (a "Unit") upon completion of the Proposed Transaction and subject to other conditions precedent. Each Unit consists of one (1) common share (a "Digihost Common Share") and one (1) common share purchase warrant (a "Digihost Warrant") exercisable for a Digihost Common Share at a price of $1.75 for a period of eighteen (18) months following the conversion of the Subscription Receipts. Subsequent to the conversion of the Subscription Receipts it is anticipated that that the Digihost Common Shares and Digihost Warrants will be exchanged for equivalent HashChain securities on a 1:1 basis. The net proceeds of the Financing will be held in escrow pending satisfaction of the escrow release conditions, which includes TSX Venture Exchange (the "Exchange" or "TSXV") final approval for the Proposed Transaction.
The Financing is intended to close on or about June 28, 2019.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of HashChain should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
For further information, please contact:
HashChain Technology Inc.
Larry Heinzlmeir, Vice President, Marketing & Communications
Digihost International, Inc.
Angie Ihler, Media Inquiries
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 terms and conditions and completion of the Financing, the terms and conditions and completion of the Proposed Transaction, and the anticipated type and number of securities to be issued thereunder,. 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, HashChain and Digihost assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) 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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.