Vancouver, British Columbia –– Further to its press releases of February 3 and February 12, 2021, iMining Blockchain and Cryptocurrency Inc. (TSX-V: IMIN) (the "Company" or "iMining") provides an update on its proposed acquisition of CanETH Staking Services Inc. ("CanETH"), (the "Acquisition").
The Company advises it has closed its non-brokered private placement, raising $2,155,000 through the issuance of 17,240,000 subscription receipts ("Receipts") at a price of $0.125 per Receipt (the "Financing"). The gross proceeds of the Financing are held in escrow by the Company's counsel, Owen Bird Law Corporation, pending final acceptance by the TSX Venture Exchange ("TSXV") of the Financing and the Acquisition.
On closing, without payment of additional consideration, the holders of the Receipts will automatically receive units (the "Units"), each Unit comprised of one common share (a "Share") and one-half of one common share purchase warrant (a "Warrant"), with each whole Warrant entitling the holder to purchase one Share at $0.245 for a period of two years following the closing date, provided that in the event the closing price of the iMining Shares is equal to or greater than $0.45 per Share for 20 consecutive trading days, the Company may, by notice to the Warrant holders (which notice may be by way of general news release), reduce the remaining exercise period of the Warrants to not less than 30 days following the date of such notice.
In the event the Acquisition does not receive TSXV acceptance, the Company will return the subscription funds to the holders of the Receipts, without interest or deduction.
Upon final TSXV acceptance, aggregate compensation of $142,625 and 1,141,000 finders' warrants (having the same general terms as the Warrants forming part of the Units) will be paid by the Company to Canaccord Genuity Corp., and First Republic Capital Corporation and their selling group as finders' fees and commissions for the portion of the Financing attributable to their efforts.
All securities issued in connection with the Financing are subject to a hold period of four months and one day in accordance with the rules and policies of the TSXV and applicable Canadian securities laws.
The Acquisition constitutes a fundamental acquisition under TSXV Policy 5.3. Trading of iMining's Shares on the TSXV has been halted pending a review of the proposed transaction by the TSXV. The Company has completed most of its due diligence review of CanETH, and based on documents filed with the TSXV, the Company expects its Shares will resume trading on the TSXV on Thursday, March 11, 2021.
Both the closing of the Acquisition and the Financing remain subject to final approval of the TSXV. There is no assurance the Acquisition will complete on the terms contemplated, or at all.
See news release dated February 3, 2021 for details on the business of CanETH and the terms and conditions of the Acquisition.
ON BEHALF OF THE BOARD
Signed "Robert Eadie"
Robert Eadie, Chief Executive Officer and Director
FOR FURTHER INFORMATION PLEASE CONTACT:
Contact: Robert Eadie
Telephone: 1-604-602-4935 Facsimile: 1-604-602-4936
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.