Change of Business Triggered
Vancouver, British Columbia: Further to its press release of September 28, 2020, iMining Blockchain and Cryptocurrency Inc. (TSX-V: IMIN) (the “Company” or “iMining”) announces that it has entered into a Letter of Intent (“LOI”) dated October 12, 2020 with RooGold Limited of Vaduz, Liechtenstein (“RooGold”) to acquire RooGold’s interest in four silver and five gold properties held by RooGold in New South Wales, Australia (the “Properties”).
Pursuant to the LOI, iMining will acquire RooGold’s interest in the Properties, subject to finalizing a definitive agreement. In consideration of the proposed acquisition, iMining will pay Roogold a refundable deposit of $150,000 and issue 20,000,000 post-consolidated common shares to RooGold. iMining will also be required to raise $5,000,000 through the issuance of 20,000,000 post-consolidated shares at $0.25 a share.
The above transactions will constitute a change of business for iMining, as such term is defined in TSX Venture Exchange policies. Consequently:
- the Company has halted trading of its common shares; and trading will remain halted until the transactions have closed;
- closing of the transactions (including issuance of shares to RooGold) is subject to the approval of the TSX Venture Exchange (“TSXV”);
- closing of the transactions is also subject to the approval of the Company’s shareholders. In this regard, iMining anticipates it will obtain such approval by way of consent resolution; and
- iMining will prepare and file a TSXV Filing Statement, in the prescribed form.
The transactions with RooGold are arm’s length transactions. The shares issued to RooGold will be re-distributed by RooGold to its shareholders and may be subject to escrow or lock-up restrictions if new control blocks or insiders are created. It is anticipated that iMining will make changes to its board of directors upon its return to the mineral resource industry. Closing of the transactions is subject to a number of conditions precedent, including due diligence investigations, negotiation of a definitive agreement with RooGold, raising of sufficient funds and shareholders’ and TSXV approvals. There is no assurance all of the conditions will be satisfied under this transaction.
iMining has approximately C$220,000 of cash resources. To satisfy the condition of raising $5,000,000 for the work programs on the Properties, iMining has arranged a non-brokered financing to issue up to 20,000,000 Subscription Receipts (the “Receipts”) at $0.25 per Receipt; each Receipt convertible at no additional cost into one common share of iMining upon closing of the transactions and receipt of all required approvals.
In conjunction with iMining’s change of business, it will also be changing its name to more accurately reflect its business focus.
The Properties are comprised of five gold-focused and four silver-focused concessions covering 787 km2 in New South Wales, Australia’s second largest gold producing state. iMining will commission a NI 43-101 technical report on the Properties once a definitive agreement has been concluded.
iMining does not anticipate that sponsorship will be required for purposes of obtaining TSXV approval to the transactions and will be seeking a waiver from the TSXV in that regard.
The Company will be issuing further news releases with updated information related to the transactions.
ON BEHALF OF THE BOARD
Signed “Gary Arca”
Gary Arca, Interim President, Chief Financial Officer and Director
FOR FURTHER INFORMATION PLEASE CONTACT:
Contact: Gary Arca
Telephone: 1-604-602-4935 t Facsimile: 1-604-602-4936
Completionof the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investorsarecautionedthat,exceptas disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of iMining should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.