TORONTO, ONTARIO–(Marketwired – Dec. 22, 2017) –
(NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)
Aumento Capital VI Corporation (“ACC” or the “Corporation”) (TSX VENTURE:AUO.P) is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) dated December 22, 2017 with CryptoStar Inc. (“CryptoStar”) to combine the businesses of the two companies (the “Proposed Transaction”). The Proposed Transaction will result in a reverse takeover of ACC by CryptoStar and its shareholders.
The Corporation is a capital pool company and intends for the acquisition of CryptoStar to constitute its Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange (the “TSXV”)).
The Proposed Transaction
It is currently anticipated that ACC will acquire CryptoStar, by way of a share exchange, merger, amalgamation, arrangement or other similar form of transaction as agreed by the parties, which will result in CryptoStar shareholders holding the majority of outstanding shares of the resulting issuer.
Pursuant to the Transaction, the holders of the issued and outstanding common shares of CryptoStar (the “CryptoStar Common Shares”) will receive one common share of ACC (the “ACC Shares”) for each CryptoStar Common Share (the “Exchange Ratio”). In addition, pursuant to the Proposed Transaction, all existing options, warrants or other securities convertible into CryptoStar Common Shares shall be exchanged, based on the Exchange Ratio, for similar securities to purchase ACC Shares on substantially similar terms and conditions.
The LOI contemplates the negotiation of a formal agreement, which will be subject to a number of conditions precedent, including:
- CryptoStar shall have completed the Private Placement for gross proceeds of a minimum of $21,500,000 at an issuance price per share of $0.50;
- receipt of and satisfaction by ACC with historical financial statements of the CryptoStar business as required under applicable securities law;
- completion of mutual satisfactory due diligence investigations of CryptoStar and ACC;
- approval of the Proposed Transaction by the boards of directors of CryptoStar and ACC;
- execution of a definitive agreement effecting the Proposed Transaction;
- approval of the Proposed Transaction by CryptoStar shareholders, if required;
- receipt of all regulatory approvals with respect to the Proposed Transaction and the listing of the resulting issuer's common shares on the TSXV; and
- confirmation of no adverse material change of CryptoStar or ACC.
Since the Proposed Transaction is an arm's length transaction under the policies of the TSXV, ACC will not be required to obtain shareholder approval of the Proposed Transaction.
In conjunction with, or prior to the closing of the Proposed Transaction, CryptoStar expects to complete a private placement of CryptoStar Common Shares at an issue price of $0.50 per share to raise gross proceeds of $21,500,000 (the “Private Placement”). The net proceeds from the Private Placement are anticipated to be used to expand mining capacity and general working capital expenses.
CryptoStar was incorporated on November 24, 2017 under the Business Corporations Act (Ontario). CryptoStar operates in the distributed ledger technology space, utilizing specialized equipment (“miners”) to perform computationally intensive cryptographic operations to validate transactions on the blockchain (a process known as “mining”), receiving digital currencies (primarily Bitcoin). The business now operated by CryptoStar was acquired by CryptoStar shortly after its incorporation from Adrenaline Pty Ltd (“Adrenaline”), a company controlled by CryptoStar's founders, David Jellins and Amelia Jones. The business has been operating since June 2016.
CryptoStar's business is principally conducted in Utah, where CryptoStar leases a warehouse that houses the majority of its miners (the “Utah Data Centre”). In addition to the Utah Data Center, CryptoStar has entered into hosting service agreements (“Hosting Service Agreements”) with third party data centre operators in Newfoundland and Labrador, Canada (the “NL Data Centre”) and Iceland (the “Iceland Data Centre”). Under these Hosting Service Agreements, the owners of the NL Data Centre and the Iceland Data Centre provide rack space, electrical power, internet connectivity and other ancillary services to support the operation of CryptoStar miners.
|Utah Data Centre||NL Data Centre||Iceland Data Centre|
|Number of miners||1905||850||700|
|MW* (currently active)||2.67||1.19||0.98|
|PH/s**||24.26 PH/s||9.09 PH/s||7.78 PH/s|
|**Petahash per second|
CryptoStar is in the process of preparing its audited financial statements, which will be included in a filing statement to be prepared and filed with the TSXV in connection with the Qualifying Transaction.
Prior to the closing of the Private Placement, Adrenaline owns all of the issued and outstanding CryptoStar Common Shares. Following the Private Placement, Adrenaline will hold approximately 79% of the CryptoStar Common Shares.
Insiders, Board of Directors and Management of the Resulting Issuer
CryptoStar currently has one shareholder, Adrenaline Pty Ltd. Adrenaline Pty Ltd is arm's length to ACC. Adrenaline Pty Ltd is expected to own more than 10% of the ACC Shares after giving effect to the Qualifying Transaction, and therefore Adrenaline Pty Ltd, David Jellins and Amelia Jones are expected to become insiders of the Corporation by virtue of their respective share holdings. Amelia Jones and David Jellins are the principals of Adrenaline Pty Ltd, a leading seller of gift vouchers and unique experiences in Australia and the United States.
At closing of the Qualifying Transaction, all of the existing directors and officers of the Corporation will resign and it is anticipated that the persons identified below will serve as directors and officers of the resulting issuer:
David Jellins – Chief Executive Officer and Director
Mr. Jellins is the founder and Chief Executive Officer of CryptoStar. Mr. Jellins is also currently the Chief Executive Officer of Adrenaline Pty Ltd. Mr. Jellins has a history of other successful ventures including, STREAMX, a streaming media services business divested in 2004 and FASTmail Internet Services, an Australian internet service provider divested in 2000. He holds a Bachelor of Engineering degree in Computer Systems Engineering from the University of Technology Sydney, Australia.
Amelia Jones – Director
Mrs. Jones is the founder and a Director of CryptoStar. Mrs. Jones is also currently a Director of Adrenaline Pty Ltd. Mrs. Jones has a history of other successful ventures including, STREAMX, a streaming media services business divested in 2004. She holds a Bachelor of Commerce degree and Bachelor of Science degree from the University of Melbourne, Australia.
Corey Dozhier – Chief Operating Officer
Mr. Dozhier is currently the Chief Operating Officer of CryptoStar. Mr. Dhozhier has held various positions relating to the data centre industry, including: Manager, Data Center Facilities Engineering, Data Center Chief Engineer and Data Center Facilities Engineer with Oracle, and the Quality Assurance and Quality Control Supervisor with Cache Valley Electric Company. He holds an A.A.S. degree in Electrical Studies from Salt Lake Community College.
More details of the proposed Chief Financial Officer, three additional directors of the resulting issuer will be disclosed in a further news release.
Sponsorship for Qualifying Transaction
Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless exempt in accordance with the policies of the TSXV. ACC may engage a sponsor to satisfy the sponsorship requirements pursuant to the policies of the TSXV.
In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, ACC will file a filing statement on its issuer profile on SEDAR (www.sedar.com), which will contain details regarding the Proposed Transaction, the Private Placement, ACC, CryptoStar and the resulting issuer.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction 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 transaction, any information release or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Cautionary Statement Regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer's business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer's prospective financial performance or financial position.
The forward-looking information in this news release includes disclosure about the terms of the Proposed Transaction, the proposed structure of the Proposed Transaction and the terms of the Private Placement.
ACC and CryptoStar made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the terms of the Private Placement; and the ability of the resulting issuer to execute and achieve its business objectives, to develop the forward-looking information in this news release. 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 statements.
Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; the inability of ACC or CryptoStar to complete the proposed transaction on the terms disclosed in this news release, or at all; the unavailability of exemptions from prospectus requirements for the issuance of CryptoStar Shares; the risks associated with the marketing and sale of CryptoStar Shares; refusal of the proposed directors or officers to act for any reason, including conflicts of interest; reliance on key and qualified personnel; and regulatory and other risks associated with the cryptocurrency industry in general. The foregoing list of material risk factors and assumptions is not exhaustive.
ACC assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.
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