Fortress Announces Normal Course Issuer Bid For Common Shares
28 July 2020 - 9:26AM
Fortress Technologies Inc. (TSX-V: FORT) (“Fortress” or the
“Company”) today announced that it intends commence a normal course
issuer bid (the “NCIB”) to purchase for cancellation from time to
time up to an aggregate of 5,688,227 common shares of the Company
(“Common Shares”), representing 8.0% of the Company’s issued and
outstanding Common Shares and 10% of the Company’s “Public Float”
(as such term is defined in the TSX-V Corporate Finance Manual) as
of July 27, 2020.
Fortress may purchase common shares under the
NCIB over the next twelve-month period beginning on or about July
29, 2020. The NCIB will terminate upon the earliest of (i) the
Company purchasing 5,688,227 Common Shares, (ii) the Company
providing notice of termination of the NCIB, and (iii) July 28,
2021.
Fortress has engaged Canaccord Genuity Corp.
(“Canaccord”) to act as broker for the NCIB. Any purchases under
the NCIB will be conducted on the open market through the
facilities of the TSXV or alternative Canadian trading systems at
market prices or by such other means as may be permitted under
applicable securities laws. Any daily purchases on the TSXV under
the NCIB will be subject to all limitations as set forth in the
policies of the TSXV. All common shares purchased by Fortress will
be cancelled. The funding for any purchase pursuant to the NCIB
will be from the working capital of the Company.
The NCIB is being undertaken as the Company
believes the share price of its Common Shares, from time to time,
is not reflecting of the underlying value of the Company. The
Company believes the purchase of Common Shares is an appropriate
use of its financial resources and is advantageous to shareholders
when Common Shares are purchased at a price below their underlying
value and cancelled, as this increases the proportionate share of
ownership of the Company for the remaining shareholders. The NCIB
will also afford an increased degree of liquidity to those
shareholders of Fortress who wish to dispose of their Common
Shares.
About Fortress Technologies
Fortress Technologies Inc. (TSX-V: FORT) is a
well-capitalized company currently evaluating emerging
opportunities in technology sectors. Fortress is focused on
developing projects where access to growth capital is highly
valued.
For further information, please
contact:
Aydin KilicChief Executive Officer604 477
9997a@fortressblockchain.io
Neither the TSX Venture Exchange nor its
Regulation Service Provider (as that term is defined
in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy
of this press release.
Forward Looking Statements:
This news release contains certain
“forward-looking information” within the meaning of applicable
Canadian securities laws that are based on expectations, estimates
and projections as at the date of this news release. The
information in this release about future plans and objectives of
the Company, are forward-looking information. Other forward-looking
information includes but is not limited to information concerning:
the intentions, plans and future actions of the Company, the status
and impact of new electrical power rates and the status of
deliberations by the Grant County Public Utility District, as well
as the Company’s ability to successfully mine digital currency,
revenue increasing as currently anticipated, the ability to
profitably liquidate current and future digital currency inventory,
volatility in digital currency prices and the resulting significant
negative impact on the Company’s operations, the construction and
operation of expanded blockchain infrastructure, and the regulatory
environment of cryptocurrency in the United States and other
jurisdictions where the Company may operate.
Any statements that involve discussions with
respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions, future events or performance (often but
not always using phrases such as “expects”, or “does not expect”,
“is expected”, “anticipates” or “does not anticipate”, “plans”,
“budget”, “scheduled”, “forecasts”, “estimates”, “believes” or
“intends” or variations of such words and phrases or stating that
certain actions, events or results “may” or “could”, “would”,
“might” or “will” be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
information and are intended to identify forward-looking
information.
This forward-looking information is based on
reasonable assumptions and estimates of management of the Company
at the time it was made, and involves known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking information. Such
factors include, among others: the status and impact of new
electrical power rates and the status of deliberations by the Grant
County Public Utility District, risks relating to the global
economic climate; dilution; the Company’s limited operating
history; future capital needs and uncertainty of additional
financing; the competitive nature of the industry; currency
exchange risks; the need for the Company to manage its planned
growth and expansion; the effects of product development and need
for continued technology change; protection of proprietary rights;
the effect of government regulation and compliance on the Company
and the industry; network security risks; the ability of the
Company to maintain properly working systems; reliance on key
personnel; global economic and financial market deterioration
impeding access to capital or increasing the cost of capital; and
volatile securities markets impacting security pricing unrelated to
operating performance. In addition, particular factors which
could impact future results of the business of the Company include
but are not limited to: the impact of new electrical power rates
which could impair profitably and operating performance;
deliberations by the Grant County Public Utility District which
could limit the ability of the Company to carry on business on a
profitable basis or at all; the construction and operation of
blockchain infrastructure may not occur as currently planned, or at
all; expansion may not materialize as currently anticipated, or at
all; the digital currency market; the ability to successfully mine
digital currency; revenue may not increase as currently
anticipated, or at all; it may not be possible to profitably
liquidate the current digital currency inventory, or at all; a
decline in digital currency prices may have a significant negative
impact on operations; the volatility of digital currency prices;
the anticipated growth and sustainability of hydroelectricity for
the purposes of cryptocurrency mining in the Grant County of the
State of Washington, the ability to complete current and future
financings, any regulations or laws that will prevent the Company
from operating its business; historical prices of digital
currencies and the ability to mine digital currencies that will be
consistent with historical prices; and there will be no regulation
or law that will prevent the Company from operating its business.
The Company has also assumed that no significant events occur
outside of the Company’s normal course of business. Although
the Company has attempted to identify important factors that could
cause actual results to differ materially, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove
to be accurate as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
information. The Company undertakes no obligation to revise or
update any forward-looking information other than as required by
law.
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