Interim Order Granted by Ontario
Superior Court
Acquisition to Create Diversified
North American Crypto Leader - with 5 Complimentary Product
Offerings; 21,000 Servers and 28 MW of Power Capacity - Moves
Forward
TORONTO, May 17, 2018 /CNW/ - HyperBlock and
CryptoGlobal (TSXV: CPTO) are moving ahead with a proposed
acquisition to create a leading North American diversified crypto
company.
On April 3, 2018, HyperBlock and
CryptoGlobal announced the entering into of an acquisition
agreement (the "Arrangement Agreement"). Under the
Arrangement Agreement, HyperBlock will acquire all the issued and
outstanding shares of CryptoGlobal (the "Acquisition") and the two
companies will amalgamate to form a new corporation by way of plan
of arrangement under the Business Corporations Act
(Ontario) (the "Plan of
Arrangement"), pending shareholder, court and regulatory
approval.
Today, CryptoGlobal obtained an interim order from the Ontario
Superior Court of Justice (Commercial List) in respect of the
acquisition of CryptoGlobal by HyperBlock under the Plan of
Arrangement (the "Interim Order"). The Interim Order authorizes
CryptoGlobal to call and hold a special shareholders meeting on
June 22, 2018 to approve the
Acquisition and the Plan of Arrangement. [Meeting details
below.]
Vision: Create, Safeguard and Manage Crypto
Assets
"Response from shareholders has been positive and
we're pleased to provide more information about the proposed
acquisition — and our vision to build a diversified North American
leader which will help mainstream markets create, safely manage and
actually use crypto assets," explains HyperBlock CEO Sean Walsh who will lead the newly combined
company
The combined company at a glance:
Diversified
business model and vision for an integrated Crypto ecosystem that
includes:
- Mining-as-a-Service hashrate sales
- Server hosting
- Self-mining
- Server sales
- Crypto custodial storage, and trading
- AI-based Crypto Insights platform
- Experienced management team with significant vested
interest
- 21,000+ combined operational mining servers
- 28 MW of existing utilization with ability to grow to over 90
MW
Shareholders Meeting Details
In accordance with the
Interim Order, an annual and special meeting of the shareholders of
CryptoGlobal is scheduled to be held at 10:00 a.m. (Toronto Time) on Friday, June 22, 2018 at the offices of Bennett
Jones LLP, Suite 3400, One First Canadian
Place,100 King Street West,
Toronto, Ontario (the
"CryptoGlobal Meeting").
HyperBlock has also scheduled a special shareholders meeting
(the "HyperBlock Meeting") to be held at 10:00 a.m. (Toronto Time) on Friday, June 22, 2018 at the offices of
Cassels Brock & Blackwell LLP,
Suite 2100, Scotia Plaza, 40 King Street
West, Toronto, Ontario to
approve a special resolution in favour of the Acquisition and the
Plan of Arrangement.
CryptoGlobal set May 14, 2018 as
the record date for the CryptoGlobal Meeting. Shareholders of
CryptoGlobal, as of the record date, will receive notice of, and be
entitled to vote at, the CryptoGlobal Meeting.
Shareholder Circular
A joint management information
circular (the "Circular") containing information about the
Acquisition, the Plan of Arrangement, CryptoGlobal, HyperBlock and
the combined company formed as a result of the transactions set out
in the Plan of Arrangement, will be mailed to CryptoGlobal and
HyperBlock shareholders at least 21 days prior to the June 22, 2018 meetings. The Circular also
contains information on the annual matters for consideration by
shareholders of CryptoGlobal. The Circular will be available on
CryptoGlobal's profile on SEDAR at www.sedar.com and at
www.cryptoglobal.io and www.hyperblock.co
A copy of the Arrangement Agreement and the Plan of Arrangement
can be viewed on CryptoGlobal's profile on SEDAR at
www.sedar.com.
About HyperBlock Technologies Corp. and CryptoGlobal
HyperBlock is a leading North American diversified crypto company
and operates one of the USA's
largest cryptocurrency mining facilities. HyperBlock operates
multiple profit centers including Mining-as-a Service (MAAS),
self-mining, server hosting, and server hardware sales. Learn
more at www.hyperblock.co
CryptoGlobal is a leading Canadian blockchain and financial
technology company built on a strong core of diversified
cryptocurrency mining. Currently, CryptoGlobal focuses on mining
Bitcoin, DASH, Ether and Litecoin — using a mix of custom-tuned
mining technologies. Learn more at www.cryptoglobal.io
Cautionary Note Regarding Forward Looking
Information
Certain information in this news release constitutes
forward-looking statements under applicable securities laws. 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 "may", "should", "anticipate", "expect", "potential",
"believe", "intend" or the negative of these terms and similar
expressions. Forward-looking statements in this news release
include, but are not limited to, statements with respect to
accretive earnings, anticipated revenue and costs synergies
associated with the acquisition of CryptoGlobal, statements with
respect to internal expectations, estimated margins, expectations
for future growing capacity, costs and opportunities, the effect of
the transaction on the Combined Company and its strategy going
forward, expectations for receipt of licenses to cultivate, process
or distribute medical cannabis in Federally legal markets, the
completion of any capital project or expansions, the timing for the
completion of the Transaction and expectations with respect to
future production costs, the anticipated timing for the special
meetings of CryptoGlobal and HyperBlock shareholders and closing of
the transaction; the consideration to be received by shareholders
of CryptoGlobal, which may fluctuate in value due to HyperBlock
common shares forming the consideration; the satisfaction of
closing conditions including, without limitation: (i) required
CryptoGlobal and HyperBlock shareholder approvals; (ii) necessary
court approval in connection with the plan of arrangement, (iii)
certain termination rights available to the parties under the
Arrangement Agreement; (iv) HyperBlock obtaining the necessary
approvals from the Canadian Securities Exchange for the listing of
its common shares in connection with the Transaction; and (vi)
other closing conditions, including, without limitation, the
operation and performance of the CryptoGlobal business in the
ordinary course until closing of the Transaction and compliance by
CryptoGlobal and HyperBlock with various covenants contained in the
Arrangement Agreement. In particular, there can be no assurance
that the Transaction will be completed. Forward looking statements
are based on certain assumptions regarding CryptoGlobal, including
expected growth, results of operations, performance, industry
trends and growth opportunities. While CryptoGlobal considers these
assumptions to be reasonable, based on information currently
available, they may prove to be incorrect. Readers are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements also necessarily involve known and
unknown risks, including, without limitation, risks associated with
general economic conditions; adverse industry events; future
legislative and regulatory developments involving cryptocurrency;
inability to access sufficient capital from internal and external
sources, and/or inability to access sufficient capital on
favourable terms; the cryptocurrency industry in Canada generally, income tax and regulatory
matters; the ability of HyperBlock to implement its business
strategies; competition; currency and interest rate fluctuations
and other risks. Any forward-looking statements or facts (including
financial information) related to CryptoGlobal discussed or
disclosed herein are derived from information obtained directly
from CryptoGlobal and publicly available sources and has not been
independently verified by CryptoGlobal.
Readers are cautioned that the foregoing list is not
exhaustive. Readers are further cautioned not to place undue
reliance on forward-looking statements as there can be no assurance
that the plans, intentions or expectations upon which they are
placed will occur. Such information, although considered reasonable
by management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those
anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement and reflect our
expectations as of the date hereof, and thus are subject to change
thereafter.
CryptoGlobal and HyperBlock disclaim 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 law. This news release has been approved by
the Board of Directors of each of HyperBlock and CryptoGlobal.
Factors that could cause anticipated opportunities and actual
results to differ materially include, but are not limited to,
matters referred to above and elsewhere in CryptoGlobal's fiscal
2017 annual MD&A and the material change report filed that will
be filed in respect of this Transaction, which are, or will be,
available on www.sedar.com.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this news
release.
No stock exchange, securities commission or other regulatory
authority has approved or disapproved of the information contained
herein. This news release is not an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction,
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
SOURCE CryptoGlobal Corp.
