TSXV: CSTR

TORONTO, March 8, 2021 /CNW/ - CryptoStar Corp. (TSXV: CSTR) ("CryptoStar" or the "Company"), a cryptocurrency mining and data centre operator, is pleased to announce that, further to the non-binding letter of intent announced on January 13, 2021, the Company and a Hong Kong based company (the "Vendor") have executed an equipment purchase agreement (the "Definitive Agreement") effective March 7, 2021 to acquire a combination of GPU and ASIC miners in exchange for 7,956,198 units ("Units") of the Company at a deemed value of CAD$1,909,487.52 (the "Transaction"). The Company will issue an additional 477,372 Units (the "Finder's Fee") to Chen Peifeng in connection with Transaction.

Each Unit consists of one common share of CryptoStar (a "Common Share") and one common share purchase warrant of CryptoStar (a "Warrant"). Each Warrant entitles the holder to acquire one Common Share at a price of CAD $0.36 per Common Share for a period of 18 months from the date of issue.

The Transaction, including payment of the Finder's Fee, is subject to TSX Venture Exchange (the "TSXV") approval.

Highlights of the Transaction:

  • The Vendor will deliver GPU and ASIC miners capable of a minimum total Hashrate of 25,950 MH/s and 9,500 TH/s respectively.
  • It is anticipated that the GPU and ASIC miners will be delivered to CryptoStar's data centres within 30 days.
  • The deployment of 25,950 MH/s and 9,500 TH/s of Hashrate using the latest generation GPU and ASIC miners is expected to contribute USD$170,051.98 per month in self-mining revenue for CryptoStar. CryptoStar plans to continue to further expand its self-mining inventory of mining hardware.
    (Source: https://whattomine.com/ Mining metrics are calculated based on and ETH - USD exchange rate of 1 ETH = $1,741.08 and a BTC - USD exchange rate of 1 BTC = $51,555.55 updated at 2021-03-08 00:46:13 UTC).

David Jellins, President and Chief Executive Officer of CryptoStar states, "We are delighted that the Vendor has selected CryptoStar as its preferred client for the supply of this highly sought-after GPU and ASIC mining equipment. We are looking forward to self-mining on a larger scale and we anticipate that this will be the beginning of a long term and mutually beneficial relationship."

CryptoStar is also pleased to announce that it has secured funding commitments of $7.0 million for a proposed non-brokered private placement (the "Offering") of 35,000,000 units ("Offered Units") of the Company at a price of CAD$0.20 per Offered Unit.

Each Offered Unit shall consist of one of Common Share and one Common Share purchase warrant of CryptoStar (an "Offered Unit Warrant"). Each Offered Unit Warrant shall entitle the holder to acquire one Common Share at a price of CAD $0.27 per Common Share for a period of 18 months following the closing date of the Offering.

The Offering is subject to TSXV approval. The securities issued in connection with the Offering will be subject to a four-month hold period, in accordance with applicable securities laws.

It is anticipated that A.C.N. 117 402 838 PTY LTD ("A.C.N."), an insider of the Company, will acquire 16,157,500 Units under the Offering. Any participation by A.C.N. in the Offering would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Securityholders ("MI 61-101"). The Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units subscribed for by insiders, nor the consideration for the Units paid by such insiders would exceed 25% of the Company's market capitalization.

CryptoStar intends to use the net proceeds from the Offering for business operations and expansion of its business, to reduce indebtedness and for general working capital purposes. CryptoStar may pay a finder's fee to eligible parties in connection with the Offering, subject to the approval of the TSXV and compliance with applicable securities laws.

About CryptoStar Corp.:

CryptoStar has cryptocurrency mining operations with data centres located in the U.S.A. and Canada. CryptoStar is currently dedicated to becoming one of the lowest cost cryptocurrency producers in North America and a major supplier of GPU and ASIC miners worldwide.

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 press release.

Forward-Looking Statements

This news release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as, "expects", "is expected", "anticipates", "intends", "believes", or variations of such words and phrases or state that certain actions, events or results "may" or "will" be taken, occur or be achieved. Forward-looking statements include those relating to the Transaction including completion of the Transaction and approval of the TSXV thereof, the payment of the Finder's Fee, the time to deliver of the GPU and ASIC miners, the expected revenue generating capabilities of the GPU and ASIC miners, CryptoStar's plans to continue its self-mining inventory of mining hardware, closing of the Offering, approval of the TSXV of the Offering, the payment of a finder's fee in connection with the Offering and the use of net proceeds from the Offering. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances. Actual results, performance or achievement could differ materially from that expressed in, or implied by, any forward-looking statements in this press release, and, accordingly, you should not place undue reliance on any such forward-looking statements and they are not guarantees of future results. Forward-looking statements involve significant risks, assumptions, uncertainties and other factors that may cause actual future results or anticipated events to differ materially from those expressed or implied in any forward looking statements. Except as required by law, CryptoStar undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE CryptoStar Corp.

Copyright 2021 Canada NewsWire

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