Fortress Technologies Inc. Announces Closing of $9.3 Million Bought Deal Private Placement Financing
27 March 2021 - 12:43AM
Fortress Technologies Inc. (“Fortress” or the “Company”) (TSXV:
FORT), is pleased to announce that it has closed the previously
announced bought deal private placement offering for aggregate
gross proceeds of $9.3 million, through Canaccord Genuity Corp.
(the “Underwriter”) acting as lead underwriter and sole bookrunner,
composed of the sale of 14,794,700 units (“Units”) of the Company
at a price of C$0.63 per Unit (the “Unit Price”), which includes
2,794,700 Units issued pursuant to an option to purchase additional
Units by the Underwriter, as previously announced.
Each Unit is composed of one common share in the
capital of the Company (each a “Common Share”) and one Common Share
purchase warrant (each a “Warrant”). Each Warrant is exercisable to
acquire one Common Share (each a “Warrant Share”) at a price of
C$0.82 per Warrant Share at any time on or before the date which is
60 months after the closing date of the Offering.
The Offering is subject to regulatory approval
and all securities issued and issuable pursuant to the Offering
will have a hold period of four months and one day. The Company
intends to use the net proceeds of the Offering for the expansion
of its crypto-mining operations, growth related opportunities and
general corporate purposes.
As consideration for the services provided by
the Underwriter in connection with the Offering, the Company has
(i) paid to the Underwriter a cash commission of $559,240; and (ii)
issued to the Underwriter 887,682 broker warrants (“Broker
Warrants”). Each Broker Warrant is exercisable to acquire one Unit
at a price of C$0.63 per Broker Warrant at any time on or before
the date which is 60 months after the closing date of the
Offering.
The Units have not been registered under the
United States Securities Act of 1933, as amended, or applicable
state securities laws, and the Units may not be offered or sold in
the United States absent registration or an applicable exemption
from such registration requirements.
This news release does not constitute an offer
to sell or a solicitation of an offer to sell any of the securities
in the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”) or any state securities laws
and may not be offered or sold within the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About Fortress Technologies
Fortress Technologies Inc. (TSX-V: FORT) is a
well-capitalized company operating a crypto-mining business and is
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
9997ir@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, as well as
the Company’s ability to successfully mine digital currency,
revenue increasing as currently anticipated, 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: risk factors relating to the timely
receipt of all regulatory and third party approvals for the
Offering, including that of the TSX Venture Exchange, that the
Offering may not close within the timeframe anticipated or at all
or may not close on the terms and conditions currently anticipated
by the Company for a number of reasons including, without
limitation, as a result of issues arising that are subject to
certain termination provisions agreed to with the Underwriter,
settlement of definitive documentation, satisfaction of closing
conditions; 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; volatile securities markets impacting security pricing
unrelated to operating performance; and, no assurance that the
Company will find a profitable undertaking to expand its business
or that it can successfully conclude a purchase of such an
undertaking at all or on terms which are commercially acceptable.
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
profitability 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; 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 Count 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; an inability to
predict and counteract the effects of COVID-19 on the business of
the Company, including but not limited to the effects of COVID-19
on the price of digital currencies, capital market conditions,
restriction on labour and international travel and supply chains;
failure to identify beneficial business opportunities, failure to
convert the potential in the pursued business opportunities to
tangible benefits to the Company or its shareholders; 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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