/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
CALGARY, June 21, 2018 /CNW/ - Vogogo Inc. (CSE: VGO) ("Vogogo" or the "Company") is pleased to announce that it has closed its previously-announced underwritten prospectus financing (the "Offering") of debenture units (the "Units") for gross proceeds of $34.5 million. Including the exercise in full of the over-allotment option, a total of 34,500 Units at a price of $1,000 per Unit (the "Issue Price") were issued by the Company.
Each Unit is comprised of $1,000 principal amount of senior unsecured extendible non-redeemable convertible debentures ("Convertible Debentures") and 1,000 warrants ("Warrants") of the Company. Each Unit entitles the holder to a conversion rate of 2,000 common shares of the Company ("Shares") per $1,000 principal amount of Convertible Debentures at a value of $0.50 per Share and 1,000 Warrants exercisable for 1,000 Shares at a price of $0.70 per Share.
The Offering was co-led by Canaccord Genuity Corp. and Beacon Securities Limited. Cassels Brock & Blackwell LLP acted as counsel for Company and Stikeman Elliott LLP acted as counsel to the underwriters.
The net proceeds from the Offering will be used to fund the cash portion of the purchase price for the previously announced proposed acquisition of certain cryptocurrency mining assets in Quebec (the "Proposed 828 Acquisition"), which acquisition is currently anticipated to close shortly after the closing of the Offering.
In addition, the Company is retracting the statements made in its press release of April 19, 2018 titled "Vogogo's Cryptocurrency Mining Division Set to Become One of the World's Largest With Approximately 1% of the Entire Bitcoin Hashrate", wherein it was stated that upon completion of the acquisition of 14,000 cryptocurrency mining machines from 828 LP in the Proposed 828 Acquisition, the Company would have approximately 1% of the entire Bitcoin network hashrate and it would become "One of the World's Largest".
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Vogogo Inc.:
Vogogo currently operates its cryptocurrency mining activities in Québec. This includes mining for cryptocurrencies for its own account and within mining pools. As it continues to embrace blockchain technology, Vogogo is exploring opportunities in all aspects of the cryptocurrency segment.
Cautionary Note Regarding Forward-Looking Information
Certain statements in this document, including statements with respect to the proposed 828 Acquisition oand the use of proceeds, contain forward-looking statements which can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "desires", "will", "should", "projects", "estimates", "contemplates", "anticipates", "intends", or any negative such as "does not believe" or other variations thereof or comparable terminology. No assurance can be given that potential future results or circumstances described in the forward-looking statements will be achieved or will occur. By their nature, these forward-looking statements necessarily involve risks and uncertainties, including the risk that the 828 Acquisition is not completed and other risks and uncertainties discussed herein, that could cause actual results to significantly differ from those contemplated by these forward-looking statements. Such statements reflect the view of the Company with respect to future events, and are based on information currently available to the Company and on assumptions, which it considers reasonable. Management cautions readers that the assumptions relative to the future events, several of which are beyond Management's control, could prove to be incorrect, given that they are subject to certain risk and uncertainties, and that actual results may differ materially from those projected. Factors which could cause results or events to differ from current expectations include, among other things: the Company not successfully completing the 828 Acquisition; fluctuations in operating results; and the impact of general economic, industry and market conditions. Management disclaims 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 applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.
The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.
SOURCE Vogogo Inc.
For further information: Jordan Greenberg, Chief Financial Officer, 403-648-9292