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TORONTO, May 28, 2019 /CNW/ - HyperBlock Inc. (CSE: HYPR) (the "Company") announced that it has entered into a software acquisition agreement (the "Software Agreement") to acquire proprietary financial and mining operations software.
Under the terms of the agreement, HyperBlock has purchased the complete, exclusive rights, title and interest to proprietary computer software programs and documentation developed by Proteus Development Corporation (the "Seller"). Under the May 24, 2019, agreement the Seller has sold, assigned, granted, conveyed and transferred all right, title and interest to the software defined in the Software Agreement. The Company has agreed to a purchase price of CAD $125,000 to be paid in three installments through July 31, 2019.
The proprietary software to be acquired by HyperBlock consists of two major components contributing to the operations and financial reporting of the Company's cryptocurrency mining operation.
A copy of the Agreement and any related disclosure documents can be found on SEDAR at www.sedar.com.
Related Party Transaction – MI 61-101
Acquiring the software constitutes a "related party transaction" under Multilateral Instrument 61-101 (MI 61-101) and, in connection therewith, the Company must determine, acting in good faith, the fair market value of the Transaction.
To reflect his position as a Director of the Company and as Director of Business Operations of Proteus Development Corporation and pursuant to section 132(1) of the Business Corporations Act (Ontario), Roozbeh Ebbadi notified the Company that he has a "disclosable interest" in the Transaction. The Company carefully and fully considered the terms of the Transaction and Software Agreement, including competing quotes at substantially higher prices for such software, and has determined that it is in the best interest of the Company.
About HyperBlock Inc.
HyperBlock is a leading publicly traded crypto-asset enterprise. The Company operates one of North America's most efficient cryptocurrency datacenters and provides complementary product offerings, which include cryptocurrency mining, Mining-as-a-Service (MAAS), server hosting and server hardware sales, depending on market conditions. HyperBlock is committed to operating as sustainably as possible, purchasing electricity from a hydro-electric dam for its current 20MW US datacenter — and employing advanced recycling technology to minimize environmental impact. Learn more at www.hyperblock.co
Cautionary Note Regarding Forward Looking Information and Future-Orientated Financial Information
Certain information in this news release constitutes forward-looking statements under applicable securities law. 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 "plan", "believe", "may", "should", "anticipate", "expect", "intend", "forecast" and similar expressions. The forward-looking information contained in this press release includes, but is not limited to, statements related to: the anticipated filing of the Annual Filings; the benefits of using Bitmain Antminer S17 servers; the status of the Company's current power contracts; the gain in capacity at the Company's US datacenter from the expected sale of bitcoin mining servers; and the increase in self-mining operations. These forward-looking statements contained herein are made as of the date of this press release and are based on assumptions and estimates of management, which management considers reasonable, based on information available on the date hereof. Such assumptions may be incorrect. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward looking statements. Such factors, among other things, include: general economic, market and business conditions will be consistent with expectations, fluctuations in general macroeconomic conditions; fluctuations in securities markets; risks relating to the Company's ability to execute its business strategy and the benefits realizable therefrom, the ability to retain personnel to execute the Company's business plans and strategies; the ability to retain auditors to perform an audit of the Company's financial statements; the presence of laws and regulations that may impose restrictions on the ability of the Company to operate its business, including securities laws applicable to the Company; the speculative nature of cryptocurrency mining and blockchain operations including but not limited to cryptocurrency prices and mining difficulties; and those factors described under the heading "Risks Factors" in the Company's listing statement dated July 10, 2018 and the risks described in the Company's Management's Discussion & Analysis for the nine months ended September 30, 2018 dated November 29, 2018, each of which is available on the Company's issuer profile on SEDAR.
There may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements and information. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law. All forward-looking information contained in this news release is expressly qualified in its entirety by this cautionary statement.