Trading as "HIVE" expected to commence on the
TSXV on Monday, September 18,
2017
VANCOUVER, Sept. 15, 2017 /CNW/ - HIVE Blockchain
Technologies Ltd. (formerly, Leeta Gold Corp.) (TSX.V:HIVE) (the
"Company" or "HIVE") is pleased to announce that it
has completed its previously announced acquisition (the
"Acquisition") of a state-of-the-art GPU-based blockchain
data centre in Reykjanes, Iceland
(the "HIVE Facility") and formed a strategic partnership
(the "Partnership") with Genesis Mining Ltd.
("Genesis"), the world's leading cryptocurrency mining
hashpower provider, as described in the Company's news releases
dated June 14, 2017, August 9, 2017 and September 7, 2017.
Acquisition and Partnership
In accordance with the transaction agreement between the Company
and Genesis dated September 13, 2017
and related agreements, the Company completed the Acquisition and
entered into the Partnership (collectively, the
"Transaction") for total cash proceeds of US$9,000,000 and the issuance of 67,975,428
common shares in the capital of the Company (the "Transaction
Shares") to Genesis, with the result that Genesis is a Control
Person (as defined in the TSX.V Corporate Finance Policies) of the
Company. The Transaction Shares are subject to an escrow agreement,
as described below, and are subject to a hold period of four months
and one day from the closing date of the Transaction.. The
Partnership includes an agreement as to the general terms governing
the potential acquisition of further cryptocurrency data centres
from Genesis, and a master services agreement dated September 13, 2017 pursuant to which Genesis will
provide hosting, maintenance and related ongoing services at the
HIVE Facility.
After giving effect to the Transaction, Genesis owns or controls
67,975,428 common shares in the capital of the Company,
representing 30% of the issued and outstanding shares of the
Company. Prior to the completion of the Transaction, Genesis held
no common shares in the capital of the Company. The head office of
Genesis is located at Chinachem Century Tower, 31/F, 178 Gloucester
Road, Wan Chai, Hong Kong. The Transaction Shares were
acquired by Genesis as partial consideration for the Transaction.
Genesis may in the future wish to increase or decrease its
shareholdings in the Company as circumstances warrant.
Copies of the filing statement of the Company dated September 13, 2017 (the "Filing
Statement") and material agreements related to the Transaction,
as well as the Early Warning Report filed by Genesis with the
applicable securities regulators in respect of the Transaction
Shares, are available at www.sedar.com under the Company's profile
or by contacting the Company.
Conversion of Subscription Receipts
Following closing of the Transaction, the Company's outstanding
subscription receipts (the "Subscription Receipts") issued
upon closing of the Company's private placement financing, as
described in the Company's news release dated September 7, 2017, automatically converted into
an aggregate of 55,000,000 common shares in the capital of the
Company. Aggregate proceeds of C$16,500,000, which had been held in escrow in
accordance with the terms of the Subscription Receipts, have been
released to the Company.
Change of Name and Stock Symbol, Resumption of Trading
In connection with the closing of the Acquisition, the Company
changed its name from "Leeta Gold Corp." to "HIVE Blockchain
Technologies Ltd." and changed its stock symbol from "LTA" to
"HIVE".
Trading in the common shares of the Company which had been
halted as of June 5, 2017 is expected
to resume on the Exchange under the Company's new stock symbol
"HIVE" on September 18, 2017.
New Board, Management and Corporate Matters
At the annual general and special meeting of the Company held on
August 23, 2017 (the
"Meeting"), Harry Pokrandt,
Frank Holmes, Olivier Roussy Newton, Bjoern Arzt and Tobias
Ebel were elected as directors of the Company.
In addition, the directors have appointed Jessica Van Den Akker as Chief Financial Officer
of the Company and Kristen
Reinertson as Corporate Secretary of the Company, who join
Harry Pokrandt, President and Chief
Executive Officer of the Company, as the management team for the
Company going forward.
Biographies of the new board members and management of the
Company are available in the Filing Statement and the information
circular of the Company dated July 20,
2017 (the "Circular") at www.sedar.com under the
Company's profile.
At the Meeting, the shareholders also approved the adoption of
new articles for the Company (the "New Articles") as further
described in the Circular. A copy of the New Articles has
been filed at www.sedar.com under the Company's profile.
Finder's Agreement
In connection with the Transaction, the Company and Olivier Roussy Newton (the "Finder")
entered into a finder's agreement on June 8,
2017 (the "Finder's Agreement"). In connection with
the Finder's Agreement and as disclosed in the Company's news
release dated September 7, 2017, the
Company has issued 3,398,771 common shares in the capital of the
Company to the Finder (the "Finder's Shares"). The
Finder's Shares are subject to an escrow agreement, as described
below, and are subject to a hold period of four months and one day
from the closing date of the Transaction.
Sponsor
The Company engaged PI Financial Corp. to act as sponsor to the
Company in connection with the Transaction.
Escrowed Securities
In accordance with the policies of the Exchange, and as
disclosed in the Filing Statement, an aggregate of 75,874,199
common shares in the capital of the Company (the "Escrowed
Shares") will be held in escrow pursuant to an escrow agreement
(the "Escrow Agreement") among Genesis, Harry Pokrandt, Olivier
Roussy Newton and Computershare Investor Services Inc., as
escrow agent. The Escrowed Shares will be released from escrow
as follows: 10% upon issuance of the Exchange bulletin granting
final approval for the Transaction (the "Final Bulletin");
15% on the date that is six months after the date of the Final
Bulletin; 15% on the date that is 12 months after the date of the
Final Bulletin; 15% on the date that is 18 months after the date of
the Final Bulletin; 15% on the date that is 24 months after the
date of the Final Bulletin; 15% on the date that is 30 months after
the date of the Final Bulletin; and 15% on the date that is 36
months after the date of the Final Bulletin.
Pooling Arrangement
As disclosed in the Filing Statement, 73,910,115 common shares
in the capital of the Company are subject to a pooling
arrangement.
IR Agreement
The Company has entered into an investor relations agreement
(the "IR Agreement") with Future Money Trends, LLC, a
limited liability company existing under the laws of the
State of Texas with an office at
1102 S. Austin Ave, #110-283, Georgetown,
Texas, USA.
The initial term of the IR Agreement is for three years. In
connection with the IR Agreement, the Company has granted Future
Money Trends, LLC and its affiliates an aggregate of 1,333,000
stock options under the Company's stock option plan with an
exercise price of $0.30 per stock
option, exercisable for a period of five years from the date of
grant, vesting as follows: 25% 3 months after the date of grant;
25% 12 months after the date of grant; 25% 24 months after the date
of grant; and 25% 36 months after the date of grant.
Stock Option Grants
In addition to the IR Options and concurrently with the closing
of the Transaction, the Company has also granted an aggregate of
21,300,000 stock options under the Company's stock option plan to
directors, officers, consultants, and charitable organizations with
an exercise price of $0.30 per stock
option, exercisable for a period of ten years from the date of
grant.
Loans and Bonus Warrants
The Company has received Exchange acceptance of the two loan
agreements entered into by the Company with a company owned by
Harry Pokrandt and has received
Exchange approval for the issuance of the bonus warrants issued in
connection with such loans, each as previously disclosed in the
news releases of the Company dated August 9,
2017 and September 7,
2017.
Additional Information
Additional information on the Company and the Transaction is
available at www.sedar.com under the Company's profile.
For corporate updates, please register to HIVE's mailing list at
www.HIVEblockchain.com, follow @HIVEblockchain on Twitter, and
subscribe to the HIVE Blockchain channel on YouTube.
PI Financial Corp., subject to completion of satisfactory due
diligence, has agreed to act as sponsor in connection with the
Transaction. An agreement to sponsor should not be construed
as any assurance with respect to the merits of the Transaction or
the likelihood of completion.
Completion of the Transaction and resumption of trading on
the Exchange is subject to a number of conditions. 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 Filing
Statement, any information released or received with respect to the
Transaction 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 Exchange has in no way passed upon the merits of the
Transaction and has neither approved nor disapproved the contents
of this news release. Neither the Exchange nor its Regulation
Services Provider (as that term is defined in policies of the
Exchange) accepts responsibility for the adequacy or accuracy of
this news release.
On Behalf Of HIVE Blockchain Technologies Ltd.
"Harry Pokrandt"
President, CEO and Director
Forward-Looking Information
Except for the statements of historical fact, this news
release contains "forward-looking information" within the meaning
of the applicable Canadian securities legislation that is based on
expectations, estimates and projections as at the date of this news
release. The information in this news release about the
completion of the Transaction, as well as additional data centres,
the business goals and objectives of the Company, any estimate of
potential earnings, the execution by Genesis of its duties under
the Master Services Agreement and any other obligations of other
parties to Transaction agreements, and other forward-looking
information includes but is not limited to information concerning
the intentions, plans and future actions of the parties to the
transactions described herein and the terms thereon.
Factors that could cause actual results to differ materially
from those described in such forward-looking information include,
but are not limited to, risks related to the Company's or Genesis'
ability to obtain final acceptance from the Exchange for the
Transaction, the cryptocurrency market or the Company's ability to
successfully mine cryptocurrency, and other risks related to
Transaction as more fully set out in the Filing Statement.
The forward-looking information in this news release reflects
the current expectations, assumptions and/or beliefs of the Company
based on information currently available to the Company. In
connection with the forward-looking information contained in this
news release, the Company has made assumptions about the Company's
and Genesis' ability to complete the Transaction, historical prices
of cryptocurrencies and the ability of the Company to mine
cryptocurrencies 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 believes that the assumptions
inherent in the forward-looking information are reasonable,
forward-looking information is not a guarantee of future
performance and accordingly undue reliance should not be put on
such information due to the inherent uncertainty therein.
Any forward-looking information speaks only as of the date on
which it is made and, except as may be required by applicable
securities laws, the Company disclaims any intent or obligation to
update any forward-looking information, whether as a result of new
information, future events or results or otherwise.
SOURCE HIVE Blockchain Technologies Ltd.