Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF)
(“
Squire”) announced that it has entered into a
definitive share purchase agreement with Mr. Calvin Ayre (the
"
Share Purchase Agreement") to acquire all of the
outstanding securities of Freschette Limited
("
OpCo"), a company wholly owned by Mr.
Ayre. OpCo owns and operates a fleet of cloud computing
assets in Kazakhstan representing 276 petahash/second (PH/s) of
computing power. Closing of the transaction is expected May
1, 2019. The purchase price for OpCo is C$22.5 million
(inclusive of operational prepayments), to be satisfied by way of
an unsecured convertible debenture accruing interest at 15% per
annum and due May 1, 2020 (as described below). In connection
with the transaction, Mr. Ayre and his affiliates will also provide
Squire with exclusivity and a right of first refusal over
additional cloud computing assets owned by them.
Highlights of the transaction include:
- 276 PH/s of computing power in a
stable, low-cost jurisdiction
- OpCo assets generate approximately
C$436,000 per month and C$5.1 million per year (at current market
prices) after operational expenses, in available cash flow
- Preserved cash position of over
C$19.4 million
- Exclusivity until June 30, 2019 and
a right of first refusal for 12 months following closing of the
transaction over additional cloud computing assets owned by Mr.
Ayre and his affiliates in the U.S., Canada, China and Russia
comprising over 3 million TH/s of processing power (3 EH/S)
The debenture may be satisfied on maturity (or
at any time after the date that is nine months following closing)
in whole or in part, at the option of the holder, by common shares
of Squire at a valuation of C$0.45 per share or, at the option of
Squire (at any time after March 27, 2020), pursuant to a formula
based on its then current trading price and subject to a floor of
C$0.30. Mr. Ayre has agreed not to transfer the common shares
issued under the debenture until after May 1, 2020.
Closing of the transaction is subject to
customary conditions, including receipt of required consents and
approval of the Canadian Securities Exchange (the
"CSE"). The transaction is not subject to
shareholder approval.
The parties remain committed to completing the
remainder of the acquisitions announced by way of Squire's press
release of November 30, 2018 and have agreed to an extension of
exclusivity in respect of such negotiations until June 30,
2019. In addition, in connection with the right of first
refusal and such extension of exclusivity the parties have
increased the contemplated scope of cloud computing assets from
approximately 1 million terahash/s of computing power to over 3
million terahash/s of computing power (or 3 exahash/s). Such
acquisitions will be subject to, among other things, the
negotiation and execution of definitive agreements and receipt of
necessary approvals.
Canaccord Genuity Corp. acted as financial
advisor to Squire in connection with the transaction.
ASIC Chip Design Update and Results from third
party audit
As announced on January 21, 2019, the company's
subsidiary Aracore Technology Corp. ("Aracore") had received
pre-tape-out simulations reports regarding its ASIC chip
development design that were inconsistent with the anticipated
design parameters. Based on these results Squire commenced an
independent audit and further simulation testing of the proposed
design. The audit ultimately confirmed that the chosen
architecture and design specifications used by Aracore would be
unlikely to produce a competitive and cost-effective product in the
current market place. Peter Kim, CEO of Aracore, and his
front-end design team in Korea have been directed to propose a
revised design and development plan that will meet design
specifications. Squire has also commenced negotiations with
new strategic partners involved with ASIC chip development and rig
design in order to support to-market momentum.
Corporate Update
Since the appointment of the new board of
directors (the “Board”) and executive officers
there has been an ongoing evolution to the corporate structure and
strategies originally implemented by the previous management team
for Squire. The current team remains confident in the Company's
position and is excited to be progressing with the first step in
the acquisition of the CoinGeek blockchain cloud computing assets
and operations. This advances Squire into a
vertically-integrated company that is structured for the most
efficient exploitation of massive on-chain scaling and
enterprise‐level adoption of Bitcoin SV blockchain technology,
which is key for cryptocurrency mining to remain profitable over
the long term.
Joining Squire’s leadership team are two
accomplished and experienced executives, Conrad Druzeta and Joe
Chin.
Conrad Druzeta – Mr. Druzeta
has joined Squire as its General Counsel. He is a former
partner of Bennett Jones LLP where he was co-head of the Fintech
and Blockchain Practice Group. Prior to that Mr. Druzeta was
partner at another major Canadian law firm focused on mergers and
acquisitions and public securities law. Mr. Druzeta practices
securities and corporate law specializing in capital markets
transactions, securities regulation, capital raising and
deployment, private equity and public and private mergers and
acquisitions. He currently also acts as a director of the
Ontario Institute for Regenerative Medicine and as General Counsel
to the Ayre Group, a group of companies and entities controlled by
Mr. Ayre on matters not related to Squire.
Joe Chin – Mr. Chin has joined
Squire as its Chief Operating Officer. He is the former CEO
of CoinGeek Mining and Hardware, one of the world’s largest Bitcoin
mining operators. Prior to that, Mr. Chin spent over two
decades building technology teams, data centers and voice/data
networks for clients around the world. Mr. Chin is a
technology leader who specializes in operations management,
security, and highly scalable mission-critical
infrastructure. Mr. Chin attended the Simon Fraser University
where he studied Computing Science and Geography.
“The acquisition and appointments announced
today showcase how we are continuing to focus on the growth
potential of Squire, establishing a solid foundation of
infrastructure, leadership and experience to take the Company from
what it is today and diversifying its business model into a leading
blockchain enterprise,” Stefan Matthews, Chairman of the Board.
A copy of the Share Purchase Agreement will be
filed under Squire’s profile on SEDAR (www.sedar.com).
About Squire Mining Ltd.
Squire is a Canadian based technology company
engaged, through its subsidiaries, in the business of developing
and operating cloud computing data infrastructure and system
technology to support global blockchain applications related to
Bitcoin SV, Bitcoin Core and other associated SHA-256 derived
digital assets.
About CoinGeek Mining &
Hardware
CoinGeek Mining & Hardware operates a global
fleet of ASIC miners that contribute a significant portion of the
hash power to secure and scale the Bitcoin SV enterprise‐grade
blockchain. CoinGeek’s professional team has developed industry
leading practices to ensure its mining fleet operates at maximum
performance whilst optimizing its cost profile to maximize
profitability.
For further information contact:
Angela HolowaychukInterim Chief Executive OfficerTelephone: +1
800-371-2809
The CSE accepts no responsibility for the
adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION: This news release includes “forward-looking
information” as defined under applicable Canadian securities
legislation. Forward-looking information and statements include,
but are not limited to, disclosure regarding possible events, that
are based on assumptions about future economic conditions and
courses of action. Forward-looking information is necessarily based
upon a number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties,
and other factors which may cause the actual results and future
events to differ materially from those expressed or implied by such
forward-looking information. Such factors include, but are not
limited to: general business, economic, competitive, political and
social uncertainties, uncertain and volatile equity and capital
markets, lack of available capital, future demand for Bitcoin SV,
Bitcoin Core and other cryptocurrencies and risks related to the
mining thereof, integration issues, personnel and staffing
requirements and technological change and obsolescence and risks
that the conditions to closing in respect of the transaction will
not be satisfied. There are no assurances with respect to: the
timing and success of Squire’s ASIC chip development; the timing
and completion of the acquisition of OpCo pursuant to the Share
Purchase Agreement (on the terms presently contemplated or
otherwise); or the negotiation, entering into and completion of any
definitive purchase agreement for any future asset acquisitions
with Mr. Ayre or his affiliates (on the terms presently
contemplated or at otherwise). Actual results and future events
could differ materially from those anticipated in such forward
looking information. Accordingly, readers should not place undue
reliance on forward-looking information. All forward looking
information in this news release is made as of the date hereof and
qualified by these cautionary statements and those in our
continuous disclosure filings available on SEDAR at www.sedar.com.
Squire disclaims any intention or obligation to update or revise
such forward-looking information, whether as a result of new
information, future events or otherwise, except as required by
law.
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