HIVE Blockchain Announces Bought-Deal Financing and Acquisition of Second Data Centre
HIVE expands hashpower by over 70% with Second Data Centre and strengthens partnership with Genesis Mining
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 21, 2017) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
HIVE Blockchain Technologies Ltd. (TSX VENTURE:HIVE) (the "Company" or "HIVE") is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by GMP Securities L.P. (the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 20,000,000 common shares of the Company (the "Shares") at a price of C$1.50 per Share (the "Offering Price"), for aggregate gross proceeds of C$30,000,000 (the "Offering"). The President's List is expected to make up 25% of the purchase. In connection with the Offering, the Company may pay a cash fee of up to 6% of the gross proceeds of the Offering, payable at closing. The Offering will take place by way of a private placement to accredited investors in such provinces of Canada as the Underwriters may designate, and otherwise in those jurisdictions where the Offering can lawfully be made on a private placement basis. All Shares issued under the Offering will be subject to a four month and one day hold period from the date of issue in accordance with applicable securities laws in Canada, and potentially additional restrictions under the laws of other jurisdictions in which the Offering may be made. This news release does not constitute an offer to sell the Shares in the United States or to US persons. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, and they may not be offered or sold in the United States or to a US person unless an exemption from registration is available.
The Offering is expected to close on or about October 11, 2017 (the "Closing Date"). Closing of the Offering is subject to certain conditions typical for a transaction of this nature and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the "Exchange").
The net proceeds of the Offering are expected to be used for the purchase of the Second Data Centre (as defined below) and for general working capital purposes.
Acquisition of Second Data Centre
HIVE is also pleased to announce that it has entered into a legally binding letter of intent dated September 21, 2017 (the "LOI"), with its 30% shareholder Genesis Mining Ltd. ("Genesis") under which the Company and Genesis intend to move forward with the purchase, sale and maintenance of an additional cryptocurrency mining data centre ("Second Data Centre") located in Reykjanes, Iceland. HIVE's cryptocurrency mining capacity or hashpower is expected to grow by over 70% with the Second Data Centre. The LOI is a follow on of the Transaction Agreement, among HIVE and Genesis, as well as a master equipment purchase agreement ("MEPA") and a master services agreement ("MSA"), all executed on September 13, 2017. The Second Data Centre will be acquired from Genesis for consideration of C$5,000,000 and 2,000,000 common shares of the Company, as well as a revision of the monthly fees pursuant to the MSA to support the Second Data Centre. Genesis has the option to subscribe for additional common shares of the Company in the Offering to maintain their 30% ownership of the Company.
"This transaction significantly expands HIVE's mining capacity for minimal dilution to existing shareholders," commented Harry Pokrandt, CEO. He continued, "We are pleased to strengthen our partnership with Genesis Mining and consolidate Iceland, a leading jurisdiction for cryptocurrency mining due to its low energy costs, cool climate and reliable Internet connectivity. We are also pleased to welcome the support of GMP and new investors."
"On behalf of Genesis Mining, we are very pleased to see the strong support of HIVE in the public markets," stated Marco Streng, Co-Founder of Genesis Group and an Advisor to HIVE. Streng continued, "We look forward to continuing to work with the team of HIVE to further leverage this opportunity."
Closing of the acquisition is subject to receipt of the various approvals, including Exchange approval, shareholder approval (excluding Genesis), and completion of the Offering.
About HIVE Blockchain Technologies Ltd.
HIVE Blockchain Technologies Ltd. is a growth oriented, TSX.V-listed company building a bridge from the blockchain sector to traditional capital markets. HIVE is strategically partnered with Genesis Mining Ltd., the world's leading cryptocurrency mining hashrate provider, to build the next generation of blockchain infrastructure. HIVE owns a state-of-the-art GPU-based cryptocurrency mining facility in Iceland, completed in May 2017, which produces mined cryptocurrency like Ethereum around the clock. HIVE has an option to acquire additional facilities in Iceland or Sweden from Genesis. Genesis supports HIVE with data centre infrastructure know-how and is HIVE's largest shareholder.
For more information and to register to HIVE's mailing list, please visit www.HIVEblockchain.com, which has recently been updated. Follow @HIVEblockchain on Twitter and subscribe to HIVE's YouTube channel.
On Behalf Of HIVE Blockchain Technologies Ltd.
Harry Pokrandt, President, CEO and Director
Closing of the acquisition is subject to a number of conditions, including but not limited to, acceptance by the Exchange and completion of the equity financing. There can be no assurance that the acquisition will be completed as proposed or at all.
The Exchange has in no way passed upon the merits of the acquisition and has neither approved nor disapproved the contents of this news release. Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. "Forward-looking information" in this news release includes information about the completion of the Offering, as well as acquisition of the Second Data Centre, including regulatory and shareholder approval thereon, the business goals and objectives of the Company, and other forward-looking information includes but is not limited to information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms thereon.
Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, risks related to the Company's ability complete the Offering and acquisition of the Second Data Centre, including obtaining approval from the Exchange and the Company's shareholders for the Offering and acquisition of the Second Data Centre; the cryptocurrency market; or the Company's ability to successfully mine cryptocurrency; and other related risks as more fully set out in the Filing Statement of the Company dated September 13, 2017.
The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about the Company's and Genesis' ability to complete the Offering and acquisition of the Second Data Centre, historical prices of cryptocurrencies and the ability of the Company to mine cryptocurrencies will be consistent with historical prices and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise.
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