VANCOUVER, BC, Dec. 19,
2024 /CNW/ - Little Fish Acquisition I Corp. (the
"Company" or "LILL") (TSXV: LILL.P) is pleased to announce
that it has entered into a binding letter of intent (the
"LOI") on December 18, 2024,
with Sequoia Digital Corp. ("Sequoia"), an arm's length
party, pursuant to which the Company intends to acquire (the
"Acquisition") all of the issued and outstanding securities
of Sequoia by way of share exchange or other acceptable means,
subject to regulatory approval including that of the TSX Venture
Exchange (the "Exchange"). The Acquisition is expected to
constitute the Company's qualifying transaction under the policies
of the Exchange. Upon completion of the Acquisition, subject to all
requisite approvals, it is anticipated that the Resulting Issuer
(as defined herein) will be a Tier 2 - Technology issuer.
About Sequoia
Founded in April 2022, Sequoia is
a widely-held bitcoin mining company based in
British Columbia and operates a
bitcoin mining data center in Sherbrooke, Quebec (the "Data Center").
The Data Center is owned and managed by a third-party hosting
company pursuant to a hosting facility agreement. At the Data
Center, Sequoia mines bitcoin and generates revenue by
earning Bitcoin through a combination of block rewards
and transaction fees from the operations of it's
Application-Specific Integrated Circuit Units. Sequoia also
generates revenue through the exchange of Bitcoin for
fiat currency. Sequoia is committed to creating continued
sustained Bitcoin mining operations and expanding its
Bitcoin mining capacity in 2025. Further, in
2025, Sequoia intends to diversify its mining operations into
additional cryptocurrencies in the crypto
and blockchain ecosystem that Sequoia deems accretive to its
business plan and road map.
Sequoia has been mining Bitcoin since July 2022. Audited financial statements for
the year ended April 30, 2024 show
revenue of CAD$413,318 with a net
loss of $234,179. As at
April 30, 2024, Sequioa had total
assets of $326,409, and total
liabilities of $19,714. Primary
operation costs are electricity, sustaining fees and general
operational expenses. Sequoia's primary assets are cash and
crypto-currency related holdings.
The Acquisition
It is anticipated that the parties will complete the Acquisition
by way of a share exchange agreement, pursuant to which the Company
will acquire all of the issued and outstanding securities in the
capital of Sequoia resulting in Sequoia becoming a wholly-owned
subsidiary of the Company (the "Resulting Issuer") on
closing (the "Closing"). The final structure and form of the
Acquisition remains subject to satisfactory tax, corporate and
securities law advice for both Sequoia and the Company and will be
set forth in a definitive agreement (the "Definitive
Agreement") to be entered into among the parties, which will
replace the LOI. Upon completion of the Acquisition, the Resulting
Issuer will continue to carry on the business of Sequoia as
currently constituted.
Pursuant to the terms of the LOI, the Company intends to acquire
all of the issued and outstanding shares of Sequoia for an
aggregate purchase price of approximately $7.4 million (the "Purchase Price"). The
Purchase Price will be satisfied through the issuance of an
aggregate of 37,157,000 common shares (the "Consideration
Shares") in the capital of the Company at a price of
$0.20 per Consideration Share.
It is anticipated that any existing convertible securities of
Sequoia will be converted for equivalent securities of LILL or
exercised prior to the closing of the Acquisition.
The Acquisition will constitute a qualifying transaction for the
Company under the policies of the Exchange. Closing of the
Acquisition is subject to a number of conditions including but not
limited to satisfactory due diligence investigations, the
negotiation and execution of the Definitive Agreement, receipt of
all required shareholder, regulatory and third-party approvals and
consents, including that of the Exchange and satisfaction of other
customary closing conditions and completion of the Financing. The
Acquisition cannot close until these conditions are satisfied.
There can be no assurance that the Acquisition will be completed as
proposed or at all. No finders' fees are payable by the Company in
connection with completion of the Acquisition, nor does the Company
anticipate advancing any funds to Seqouia in advance of completion
of the Acquisition.
Resulting Issuer
In connection with the Acquisition, it is anticipated that the
Company will, among other things: (i) change its name to "Sequoia"
or any other such name that is acceptable to Sequoia; (ii)
reconstitute the existing directors and officers of the Company
with nominees of Sequoia; (iii) enter into employment, consulting
or other agreements with key members of the Sequoia team and
management; and (iv) enter into such escrow or pooling agreements
as required by the Exchange or as agreed by the parties.
Upon completion of the Acquisition, it is anticipated that the
board of directors of the Resulting Issuer shall consist of up to
approximately 5 directors. The nominees will be determined and
announced in connection with the execution of the Definitive
Agreement.
Financing
In connection with the Acquisition, the parties intend to
complete a financing (the "Financing") of securities of
Sequoia for gross proceeds of a minimum of $1 million and a maximum of $2 million, at a price of $0.30 per share and to be completed by Sequoia on
a "best efforts" basis. The Financing shall be structured as either
a common share offering, a subscription receipt offering, or such
other security offering as determined by Sequoia and the Company
based on discussions with investors. Other than in connection with
the Financing, neither party will issue any shares or rights
exchangeable or exercisable into shares of such party prior to
closing of the Acquisition. The proceeds of the Financing will be
used for the working capital requirements of the Resulting
Issuer.
Further particulars regarding the Financing will be disclosed in
subsequent news releases relating to the Acquisition. The parties
acknowledge that an agent may be engaged to act as agent for the
Financing and in connection therewith may be paid a commission in
an amount to be determined.
Trading Halt
Trading of the Company's shares has been halted and will remain
halted pending the Exchange's receipt of satisfactory documentation
and completion of the Acquisition.
Filing Statement
In connection with the Acquisition and pursuant to the
requirements of the Exchange, the Company will file a filing
statement or a management information circular on its issuer
profile on SEDAR+ (www.sedarplus.ca), which will contain details
regarding the Acquisition, Sequoia, the Financing, and the
Resulting Issuer.
Sponsorship of the Acquisition
Sponsorship of a "Qualifying Transaction" of a capital pool
company is required by the Exchange unless exempt in accordance
with Exchange policies. The Company anticipates requesting a waiver
from Sponsorship requirements. However, there is no assurance that
a waiver from this requirement can or will be obtained.
Cautionary Statements
Neither the Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the Exchange) accepts
responsibility for the adequacy or accuracy of this
release.
Completion of the Acquisition is subject to a number of
conditions including as disclosed herein, but not limited to,
Exchange acceptance and if applicable, disinterested shareholder
approval. Where applicable, the Acquisition cannot close until the
required shareholder and Exchange approval is obtained. There can
be no assurance that the Acquisition will be completed as proposed
or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Acquisition, any information released or
received with respect to the Acquisition may not be accurate or
complete and should not be relied upon. Trading in the securities
of the Company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits
of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
All information contained in this press release with respect
to the Company and Sequoia was supplied by the parties
respectively, for inclusion herein, without independent review by
the other party, and each party and its directors and officers have
relied on the other party for any information concerning the other
party.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of any
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful, including any of the
securities in the United States of
America. The securities have not been and will not be
registered under the United States Securities Act of 1933 (the
"1933 Act") or any state securities laws and may not be
offered or sold within the United
States or to, or for account or benefit of, U.S. persons (as
defined in Regulation S under the 1933 Act) unless registered under
the 1933 Act and applicable state securities laws, or an exemption
from such registration requirements is available.
Forward-Looking Information
This press release includes "forward-looking information"
that is subject to assumptions, risks and uncertainties, many of
which are beyond the control of the Company. Statements in
this news release which are not purely historical are forward
looking, including without limitation any statements concerning the
expected results of the Acquisition, the completion of the
transactions contemplated by the LOI, the anticipated timing
thereof, completion of the Financing and the expected use of
proceeds therefrom. Although the Company believes that any
forward-looking statements in this news release are reasonable,
there can be no assurance that any such forward-looking statements
will prove to be accurate. The Company cautions readers that
all forward-looking statements, are based on assumptions none of
which can be assured and are subject to certain risks and
uncertainties that could cause actual events or results to differ
materially from those indicated in the forward-looking statements.
Such forward-looking statements represent management's best
judgment based on information currently available. Readers are
advised to rely on their own evaluation of such risks and
uncertainties and should not place undue reliance on
forward-looking statements.
The forward‐looking statements and information
contained in this news release are made as of the date hereof and
no undertaking is given to update publicly or revise any
forward‐looking statements or information, whether as
a result of new information, future events or otherwise, unless so
required by applicable securities laws or the Exchange. The
forward-looking statements or information contained in this news
release are expressly qualified by this cautionary
statement.
SOURCE Little Fish Acquisition I Corp.
