TORONTO, June 22, 2018 /CNW/ - Shareholders of HyperBlock
and CryptoGlobal (TSXV: CPTO) today voted in favour of a proposed
acquisition that will create one of North
America's largest and most efficient crypto leaders.
"Clearly, shareholders support and share our belief in a
diversified crypto innovator that's dedicated to helping people and
businesses create, safeguard, manage and grow crypto," explains
HyperBlock CEO Sean Walsh.
Walsh says the newly combined company is poised to scale quickly
through organic growth and acquisitions.
Shareholder Vote to Support Acquisition
At the annual
and special meeting of shareholders of CryptoGlobal, and at the
special meeting of shareholders of HyperBlock, each held earlier
today, the shareholders of both CryptoGlobal and HyperBlock
overwhelmingly voted in favour of a special resolution to approve
an arrangement, pursuant to which HyperBlock will acquire all of
the common shares of CryptoGlobal by way of a court approved plan
of arrangement (the "Arrangement") under the Business
Corporations Act (Ontario).
At the CryptoGlobal meeting, a special resolution authorizing
the Arrangement (the "CryptoGlobal Arrangement Resolution") was
approved by approximately 99.73% of CryptoGlobal shareholders who
participated in the vote — either in-person or by proxy. The
CryptoGlobal shareholders who participated in the vote represented
approximately 71% of all issued and outstanding CryptoGlobal shares
entitled to vote on the CryptoGlobal Arrangement Resolution.
At the HyperBlock meeting, a special resolution authorizing the
Arrangement was approved by 100% of HyperBlock shareholders who
participated in the vote — either in-person or by proxy.
Acquisition Arrangement Update
Completion of the
Arrangement remains subject to, among other things, receiving the
requisite court and stock exchange approvals, and the satisfaction
of other customary conditions for a transaction of this nature. The
hearing for the final order of the Ontario Superior Court of
Justice (Commercial List) to approve the Arrangement is scheduled
to take place on June 26, 2018.
Further details regarding the Arrangement are set out in the
joint management information circular of HyperBlock and
CryptoGlobal dated May 22, 2018 (the
"Circular"), which is available under CryptoGlobal's issuer profile
on SEDAR at www.sedar.com.
Proposed Acquisition Background
On April 3,
2018, HyperBlock and CryptoGlobal jointly announced that they
entered into an arrangement agreement for the acquisition of
CryptoGlobal by HyperBlock (the "Arrangement Agreement").
Pursuant to the terms of the Arrangement, HyperBlock will acquire
all the issued and outstanding shares of CryptoGlobal and the two
companies will amalgamate to form a new corporation pending court
and regulatory approval.
About HyperBlock Technologies Corp. and
CryptoGlobal
HyperBlock is a leading North American
diversified crypto-asset company which operates one of North
America's largest and most efficient cryptocurrency
datacenters. HyperBlock operates four profit centers
including Mining-as-a Service (MAAS), self-mining, server hosting,
and server hardware sales. Learn more
at www.hyperblock.co
CryptoGlobal is a leading Canadian blockchain and financial
technology company built on a strong core of diversified
cryptocurrency mining. Currently, CryptoGlobal focuses on mining
Bitcoin, DASH, Ether and Litecoin — using a mix of custom-tuned
mining technologies. Learn more at www.cryptoglobal.io
Cautionary Note Regarding Forward Looking
Information
Certain information in this news release
constitutes forward-looking statements under applicable securities
laws. Any statements that are contained in this news release that
are not statements of historical fact may be deemed to be
forward-looking statements. Forward looking statements are often
identified by terms such as "may", "should", "anticipate",
"expect", "potential", "believe", "intend" or the negative of these
terms and similar expressions. Forward-looking statements in this
news release include, but are not limited to, statements with
respect to accretive earnings, anticipated revenue and costs
synergies associated with the merger of CryptoGlobal with
HyperBlock, statements with respect to internal expectations,
estimated margins, expectations for future capacity, costs and
opportunities, the effect of the transaction on the resulting
combined company and its strategy going forward, the completion of
any capital project or expansions, the timing for the completion of
the Arrangement and expectations with respect to future mining or
production costs, the anticipated timing for the special meetings
of CryptoGlobal and HyperBlock shareholders and closing of the
transaction; the consideration to be received by shareholders of
CryptoGlobal, which may fluctuate in value due to HyperBlock common
shares forming the consideration; the satisfaction of closing
conditions including, without limitation:(i) necessary court
approval in connection with the Arrangement; (ii) certain
termination rights available to the parties under the Arrangement
Agreement; (iii) HyperBlock obtaining the necessary approvals from
the Canadian Securities Exchange for the listing of its common
shares in connection with the Arrangement; and (iv) other closing
conditions, including, without limitation, the operation and
performance of the CryptoGlobal business in the ordinary course
until closing of the Arrangement and compliance by CryptoGlobal and
HyperBlock with various covenants contained in the Arrangement
Agreement.
In particular, there can be no assurance that the Arrangement
will be completed. Forward looking statements are based on certain
assumptions regarding CryptoGlobal, HyperBlock and the resulting
combined company, including expected growth, results of operations,
performance, industry trends and growth opportunities.
While CryptoGlobal considers these assumptions to be
reasonable, based on information currently available, they may
prove to be incorrect. Readers are cautioned not to place undue
reliance on forward-looking statements. Forward-looking statements
also necessarily involve known and unknown risks, including,
without limitation, risks associated with general economic
conditions; adverse industry events; future legislative and
regulatory developments involving cryptocurrency; inability to
access sufficient capital from internal and external sources,
and/or inability to access sufficient capital on favourable terms;
the cryptocurrency industry in Canada generally, income tax
and regulatory matters; the ability of HyperBlock to implement its
business strategies; competition; currency and interest rate
fluctuations and other risks. Any forward-looking statements or
facts (including financial information) related to CryptoGlobal
discussed or disclosed herein are derived from information obtained
directly from CryptoGlobal and publicly available sources and has
not been independently verified by CryptoGlobal.
Readers are cautioned that the foregoing list is not
exhaustive. Readers are further cautioned not to place undue
reliance on forward-looking statements as there can be no assurance
that the plans, intentions or expectations upon which they are
placed will occur. Such information, although considered reasonable
by management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement and reflect our
expectations as of the date hereof, and thus are subject to change
thereafter.
CryptoGlobal and HyperBlock disclaim any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law. This news release has been approved by
the Board of Directors of each of HyperBlock and CryptoGlobal.
Factors that could cause anticipated opportunities and actual
results to differ materially include, but are not limited to,
matters referred to above and elsewhere in CryptoGlobal's fiscal
2017 annual MD&A, the Circular and the material change report
filed that will be filed in respect of the Arrangement, which are,
or will be, available on CryptoGlobal's profile
on www.sedar.com.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this news
release. No stock exchange, securities commission or other
regulatory authority has approved or disapproved of the information
contained herein. This news release is not an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction,
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
SOURCE CryptoGlobal Corp.