Interim Order Granted by Ontario Superior Court
Acquisition to Create Diversified North American Crypto Leader - with 5 Complimentary Product Offerings; 21,000 Servers and 28 MW of Power Capacity - Moves Forward
TORONTO, May 17, 2018 /CNW/ - HyperBlock and CryptoGlobal (TSXV: CPTO) are moving ahead with a proposed acquisition to create a leading North American diversified crypto company.
On April 3, 2018, HyperBlock and CryptoGlobal announced the entering into of an acquisition agreement (the "Arrangement Agreement"). Under the Arrangement Agreement, HyperBlock will acquire all the issued and outstanding shares of CryptoGlobal (the "Acquisition") and the two companies will amalgamate to form a new corporation by way of plan of arrangement under the Business Corporations Act (Ontario) (the "Plan of Arrangement"), pending shareholder, court and regulatory approval.
Today, CryptoGlobal obtained an interim order from the Ontario Superior Court of Justice (Commercial List) in respect of the acquisition of CryptoGlobal by HyperBlock under the Plan of Arrangement (the "Interim Order"). The Interim Order authorizes CryptoGlobal to call and hold a special shareholders meeting on June 22, 2018 to approve the Acquisition and the Plan of Arrangement. [Meeting details below.]
Vision: Create, Safeguard and Manage Crypto Assets
"Response from shareholders has been positive and we're pleased to provide more information about the proposed acquisition — and our vision to build a diversified North American leader which will help mainstream markets create, safely manage and actually use crypto assets," explains HyperBlock CEO Sean Walsh who will lead the newly combined company
The combined company at a glance:
Diversified business model and vision for an integrated Crypto ecosystem that includes:
- Mining-as-a-Service hashrate sales
- Server hosting
- Server sales
- Crypto custodial storage, and trading
- AI-based Crypto Insights platform
- Experienced management team with significant vested interest
- 21,000+ combined operational mining servers
- 28 MW of existing utilization with ability to grow to over 90 MW
Shareholders Meeting Details
In accordance with the Interim Order, an annual and special meeting of the shareholders of CryptoGlobal is scheduled to be held at 10:00 a.m. (Toronto Time) on Friday, June 22, 2018 at the offices of Bennett Jones LLP, Suite 3400, One First Canadian Place,100 King Street West, Toronto, Ontario (the "CryptoGlobal Meeting").
HyperBlock has also scheduled a special shareholders meeting (the "HyperBlock Meeting") to be held at 10:00 a.m. (Toronto Time) on Friday, June 22, 2018 at the offices of Cassels Brock & Blackwell LLP, Suite 2100, Scotia Plaza, 40 King Street West, Toronto, Ontario to approve a special resolution in favour of the Acquisition and the Plan of Arrangement.
CryptoGlobal set May 14, 2018 as the record date for the CryptoGlobal Meeting. Shareholders of CryptoGlobal, as of the record date, will receive notice of, and be entitled to vote at, the CryptoGlobal Meeting.
A joint management information circular (the "Circular") containing information about the Acquisition, the Plan of Arrangement, CryptoGlobal, HyperBlock and the combined company formed as a result of the transactions set out in the Plan of Arrangement, will be mailed to CryptoGlobal and HyperBlock shareholders at least 21 days prior to the June 22, 2018 meetings. The Circular also contains information on the annual matters for consideration by shareholders of CryptoGlobal. The Circular will be available on CryptoGlobal's profile on SEDAR at www.sedar.com and at www.cryptoglobal.io and www.hyperblock.co
A copy of the Arrangement Agreement and the Plan of Arrangement can be viewed on CryptoGlobal's profile on SEDAR at www.sedar.com.
About HyperBlock Technologies Corp. and CryptoGlobal
HyperBlock is a leading North American diversified crypto company and operates one of the USA's largest cryptocurrency mining facilities. HyperBlock operates multiple profit centers including Mining-as-a Service (MAAS), self-mining, server hosting, and server hardware sales. Learn more at www.hyperblock.co
CryptoGlobal is a leading Canadian blockchain and financial technology company built on a strong core of diversified cryptocurrency mining. Currently, CryptoGlobal focuses on mining Bitcoin, DASH, Ether and Litecoin — using a mix of custom-tuned mining technologies. Learn more at www.cryptoglobal.io
Cautionary Note Regarding Forward Looking Information
Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to accretive earnings, anticipated revenue and costs synergies associated with the acquisition of CryptoGlobal, statements with respect to internal expectations, estimated margins, expectations for future growing capacity, costs and opportunities, the effect of the transaction on the Combined Company and its strategy going forward, expectations for receipt of licenses to cultivate, process or distribute medical cannabis in Federally legal markets, the completion of any capital project or expansions, the timing for the completion of the Transaction and expectations with respect to future production costs, the anticipated timing for the special meetings of CryptoGlobal and HyperBlock shareholders and closing of the transaction; the consideration to be received by shareholders of CryptoGlobal, which may fluctuate in value due to HyperBlock common shares forming the consideration; the satisfaction of closing conditions including, without limitation: (i) required CryptoGlobal and HyperBlock shareholder approvals; (ii) necessary court approval in connection with the plan of arrangement, (iii) certain termination rights available to the parties under the Arrangement Agreement; (iv) HyperBlock obtaining the necessary approvals from the Canadian Securities Exchange for the listing of its common shares in connection with the Transaction; and (vi) other closing conditions, including, without limitation, the operation and performance of the CryptoGlobal business in the ordinary course until closing of the Transaction and compliance by CryptoGlobal and HyperBlock with various covenants contained in the Arrangement Agreement. In particular, there can be no assurance that the Transaction will be completed. Forward looking statements are based on certain assumptions regarding CryptoGlobal, including expected growth, results of operations, performance, industry trends and growth opportunities. While CryptoGlobal considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative and regulatory developments involving cryptocurrency; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the cryptocurrency industry in Canada generally, income tax and regulatory matters; the ability of HyperBlock to implement its business strategies; competition; currency and interest rate fluctuations and other risks. Any forward-looking statements or facts (including financial information) related to CryptoGlobal discussed or disclosed herein are derived from information obtained directly from CryptoGlobal and publicly available sources and has not been independently verified by CryptoGlobal.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter.
CryptoGlobal and HyperBlock disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. This news release has been approved by the Board of Directors of each of HyperBlock and CryptoGlobal. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in CryptoGlobal's fiscal 2017 annual MD&A and the material change report filed that will be filed in respect of this Transaction, which are, or will be, available on www.sedar.com.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained herein. This news release is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
SOURCE CryptoGlobal Corp.
For further information: Media Contact: Debra Quinn, firstname.lastname@example.org; HyperBlock Investor Inquiries: Eric So, 416.567.4675, email@example.com; CryptoGlobal Investor Inquiries: James Millership, 647.700.8661, firstname.lastname@example.org