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Sunday, 06/02/2019 12:11:41 PM

Sunday, June 02, 2019 12:11:41 PM

Post# of 63429
100 days of Convertible Debt. Read this!

Personally I project that the Convertible Debt will continue to have a negative impact on the share price in the short-term.

The date on the agreement is May 21, 2019 and 100 days later brings us to September 9, 2019.

Please read this disclosure about the Convertible Debt:

8-K Received 05/24/2019

"Item 1.01 Entry into a Material Definitive Agreement

Exchange Agreement with DigiMine LLC

On May 21, 2019, the Company and DigiMine LLC (“DigiMine” or the “Holder”) entered into an Exchange Agreement (the “Exchange Agreement”) pursuant to which DigiMine agreed to surrender the remaining 20,000 shares of the Company’s Series B Preferred Stock held by it and terminate its rights under the Security and Pledge Agreement, dated April 30, 2018, in exchange for 10,000,000 shares (“Exchange Shares”) of the Company’s common stock, which is to be issued in ten tranches of 1,000,000 shares each.

Ten trading days after the Initial Closing date and each ten trading days thereafter, the Company has agreed to deliver a tranche of 1,000,000 shares of common stock to the Holder at a Subsequent Closing (the “Subsequent Closings” and each a “Subsequent Closing”). The Holder may by notice request a delay in any Subsequent Closing based upon its ownership of the common stock of the Company exceeding 4.99% of the outstanding shares. Subsequent Closings shall be held until all of the Exchange Shares shall have been issued, subject only to interruptions for additional notices from the Holder regarding its aggregate stock ownership in the Company.

With the sale of the 16,666 shares (1,666,600 common shares) of Series B preferred stock by DigiMine in April and May of 2019 and with the completion of the Exchange Agreement, the Put-Back Rights in connection with the April 16 and April 30, 2018 Asset Purchase Agreements along with the combined Put-Back Price of $2,440,000 have been eliminated.

DEFINED TERMS USED IN THE DESCRIPTIONS IN THIS CURRENT REPORT SHALL HAVE THE MEANINGS PROVIDED IN THE EXCHANGE AGREEMENT, AS APPLICABLE, UNLESS SPECIFICALLY DEFINED ABOVE IN THIS REPORT.

1.1 Initial Closing . On the Initial Closing Date (as defined below), the Company will issue and deliver (or cause to be issued and delivered) the first tranche of the Exchange Securities to the Holder, or in the name of a custodian or nominee of the Holder, or as otherwise requested by the Holder in writing, and the Holder will surrender to the Company the Securities and provide documentation releasing its rights under the Security and Pledge Agreement between the Holder and the Company, dated April 30, 2018. The Initial Closing of shall occur on the date of this Agreement or as soon as thereafter as is practicable, but in no event later than May 23, 2019 (the “ Initial Closing Date ”), subject to the provisions of Section 4 and Section 5 herein."


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