Vancouver, BC / TheNewswire / June 7, 2019 - HashChain Technology Inc. ("HashChain" or the "Company") (TSXV: KASH; OTCQB: HSSHF) provides an update with respect to its previously announced reverse takeover transaction (the "Proposed Transaction") with Digihost International, Inc. ("Digihost").
On March 28, 2019, the Company announced that it has entered into an agreement (the "Definitive Agreement") with shareholders of Digihost whereby the assets of HashChain and Digihost will be combined by way of a share exchange between HashChain and shareholders of Digihost, constituting a "reverse-takeover" of HashChain by Digihost under the policies of the TSX Venture Exchange. Upon completion of the Proposed Transaction, the issuer resulting from the Proposed Transaction (the "Resulting Issuer") will carry on the business previously carried on by HashChain. It is anticipated that upon completion of the Proposed Transaction, the Resulting Issuer will be listed as Tier 2 Technology Issuer under the policies of the TSX Venture Exchange (the "TSXV" or the "Exchange").
The completion of the Proposed RTO is subject to a number of conditions precedent (as described in prior press releases of the Company), including approval of the Proposed Transaction by the Exchange and the shareholders of HashChain prior to August 31, 2019, failing which the Definitive Agreement will terminate unless extended by mutual agreement of the parties.
Review of the Proposed Transaction by the Exchange remains ongoing.
The common shares of HashChain are currently halted from trading and are not expected to resume trading until the Exchange completes its review of the Proposed Transaction and a management information circular describing the Proposed Transaction is filed on SEDAR for consideration by HashChain's shareholders.
The Proposed Transaction cannot close until the required shareholder approval is obtained and there can be no assurance that the Proposed Transaction will be completed as proposed or at all.
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 completion and terms and conditions of the Proposed Transaction, the HashChain shareholder meeting, the go-forward management of the Resulting Issuer and the trading of the Resulting Issuer shares and the development of the Resulting Issuer's 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, 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.
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.