Vancouver, British Columbia – May 26, 2021 – iMining Blockchain and Cryptocurrency Inc. (TSX-V: IMIN) (the “Company” or “iMining”) is pleased to announce that it has entered into a Letter of Intent dated May 21st, 2021 (the “LOI”), with BitBit Financial Inc., (“BitBit Financial”), for iMining to acquire all of the issued and outstanding shares of BitBit Financial (the “Acquisition”), in consideration of 10,000,000 shares of iMining.
BitBit Financial, headquartered in Brampton, Ontario, is a FINTRAC-licensed Canadian Bitcoin ATM Network operator, and is developing a digital asset exchange trading platform.
The final structure of the Acquisition is subject to receipt of tax, corporate and securities law advice for both iMining and BitBit Financial.
Terms of the Agreement
Under the terms of the LOI, on or prior to the closing date of the Acquisition or June 22, 2021(the “Closing Date”), iMining will issue 10,000,000 common shares (the “iMining Shares”) to acquire all of the outstanding shares of BitBit Financial on a one-for-one exchange ratio. There are currently 10,000,000 BitBit Financial shares outstanding.
The holders of any other outstanding convertible, exchangeable or exercisable securities of BitBit Financial shall become entitled to receive iMining Shares upon the conversion, exchange or exercise thereof, based on the same one-for-one exchange ratio.
It is contemplated that the proposed Transaction will constitute an “Expedited Acquisition” by the Company, as such term is defined under TSX Venture Exchange (“TSXV”) Policies.
The parties acknowledge that upon completion of the Acquisition, all of the iMining Shares issued to acquire BitBit Financial will be subject to voluntary escrow provisions whereby the shares will become free-trading as to 25% on closing, and an additional 25% every three months thereafter.
The parties have agreed to undertake commercially reasonable efforts to negotiate and settle the terms of a Definitive Agreement by June 7, 2021 and to close the Acquisition on or before June 22, 2021. The LOI terminates in the event the parties fail to execute a Definitive Agreement by June 7th, 2021, unless extended in writing by both parties.
Conditions for Closing
The Letter Agreement provides that closing of the Acquisition is subject to several conditions including, among other things: (i) requisite corporate approval of the various transactions contemplated by the Acquisition, from the board of directors of iMining and the shareholders of BitBit Financial, as applicable and required; and (ii) BitBit’s nominee as a director of iMining submitting a Personal Information Form to the TSXV for approval.
Business of BitBit Financial
BitBit Financial is a private company which sells digital goods and services. BitBit is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a money service business dealing in virtual currencies with registration number M21068159. BitBit has a virtual currency ATM Network and is working on developing a digital asset exchange trading platform which will provide users the easiest and safest way to buy and sell virtual currencies.
About iMining Blockchain and Cryptocurrency Inc.
iMining is a growth-oriented, TSXV listed company, focused on linking traditional capital markets with blockchain investment opportunities. Through its wholly-owned subsidiary, the company provides retail and institutional investors a safe and secure way to stake Ethereum 2.0 using proprietary and secure proof of stake methods. We are driven by our core values to operate with transparency, efficiency, and sustainability as we work toward building long-term shareholder value.
ON BEHALF OF THE BOARD
Signed “Robert Eadie”
Robert Eadie, President & CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain forward-looking statements, which relate to future events or future performance, including, but not limited to, future business operations of iMining They reflect management’s current expectations and assumptions, and are based on assumptions made by and information currently available to the Company. Readers are cautioned that these forward-looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected including, but not limited to, market conditions, availability of financing, actual results of iMining’s activities, future Cryptocurrency prices, operating risks, and other risks in the Cryptocurrency industry. All the forward-looking statements made in this news release are qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR at www.sedar.com. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances save as required by applicable law.