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Hut 8 Closes Second Private Placement Offering
for Gross Proceeds of $70.0 Million,
Including Novel "Crypto-Settlement" Feature
Gross Proceeds to Facilitate Purchase of 35
Additional BlockBox Data Centers from Bitfury, Supplementing the 22
BlockBox Data Centers Previously Acquired
VANCOUVER, Feb. 7, 2018 /CNW/ - Oriana Resources Corporation
(TSXV-NEX: OUP.H) ("Oriana" or the "Company"), a
capital pool company, and Hut 8 Mining Corp. ("Hut 8"), a
private corporation incorporated under the Business Corporations
Act (British Columbia) (the
"BCBCA"), are pleased to announce today, further to press
releases dated December 21, 2017, and
January 11, 2018, that they have
executed a definitive business combination agreement (the
"Definitive Agreement") which, subject to certain conditions
and applicable TSX Venture Exchange ("TSXV") approval, will
result in the reverse takeover of Oriana by Hut 8 and will
constitute Oriana's "Qualifying Transaction", as defined by Policy
2.4 – Capital Pool Companies ("Policy 2.4") of the
TSXV (the "Proposed Qualifying Transaction").
Hut 8 is also pleased to announce the closing of its second
private placement offering (the "Second Offering") for gross
proceeds of $70.0 million. The Second
Offering was led by GMP Securities L.P. (the "Agent") and
included the sale of 9,000,000 subscription receipts of Hut 8 (the
"Subscription Receipts") at a price of $5.00 (the "Subscription Price") plus
5,000,000 common shares of Hut 8 (the "Common Shares") at
the Subscription Price to certain strategic investors. The
settlement of the Common Shares included a portion of the
consideration settled in value of Bitcoin, among the first such
"crypto-settlements" of this kind in Canada. The Second Offering follows the
successful closing by Hut 8 on December 20,
2017 of an initial private placement offering of Common
Shares at a price of $2.50 per Common
Share for gross proceeds of $38.0
million (the "First Offering").
Commenting on these matters, Sean
Clark, Interim Chief Executive Officer of Hut 8, said: "This
Proposed Qualifying Transaction is the kind of deal that, until
now, has been largely inaccessible to investors. To date, we have
raised a total of $108 million and we
continue to field a very high investor appetite for Hut 8. We are
well on our way to building one of the largest cryptocurrency
mining operations in North
America, backed by a board of directors that includes
respected industry veterans like Michael
Novogratz and Bill Tai."
Definitive Agreement
Pursuant to the Definitive Agreement, on closing of the Proposed
Qualifying Transaction ("Closing"), it is expected that:
- Oriana will consolidate all of the then issued and outstanding
common shares of Oriana (the "Oriana Common Shares") on the
basis of approximately 43 to one (the "Consolidation");
- Hut 8 and 1149835 B.C. Ltd., a
wholly-owned subsidiary of Oriana, will be amalgamated under the
BCBCA (the "Amalgamation") and continue as one corporation,
Hut 8 Holdings Inc. ("Amalco"), and Amalco will become a
wholly-owned subsidiary of Oriana;
- Oriana will change its name to "Hut 8 Mining Corp." (on a
post-Closing basis, the "Resulting Issuer"); and
- The holders of Common Shares will receive one Oriana Common Share for each Common Share held
by them, and the Common Shares will subsequently be cancelled.
The Resulting Issuer's business objective will be to carry on
the business of Hut 8 by building a leading listed Blockchain
company through the development and ownership of cryptocurrency
mining infrastructure and other related Blockchain businesses. The
Closing of the Proposed Qualifying Transaction is expected to occur
within Q1 2018, and no later than 90 days from the closing of the
Second Offering.
Other features of the Definitive Agreement and the Proposed
Qualifying Transaction are described in the previous comprehensive
joint press release of Oriana and Hut 8 dated January 11, 2018.
Second Private Placement Offering
(a) Brokered
Portion
Pursuant to the terms of an agency agreement among Hut
8 and the Agent dated February 7,
2018 (the "Agency Agreement"), Hut 8 sold 9,000,000
Subscription Receipts at the Subscription Price for aggregate gross
proceeds of $45.0 million, which
included 1,000,000 Subscription Receipts sold pursuant to the
subscriber's under a President's List. Such gross proceeds,
less 50% of the Agent's fees and the reasonable expenses of the
Agent payable by Hut 8 (the "Escrowed Proceeds"), will be
held in escrow on behalf of the subscribers by Computershare Trust
Company of Canada, as escrow agent
for the Subscription Receipts (the "Subscription Receipt
Agent"), and invested in an interest bearing account pursuant
to a subscription receipt agreement entered into by and among Hut
8, Oriana, the Agent and the Subscription Receipt Agent. The
Escrowed Proceeds, together with all interest and other income
earned thereon, are referred to herein as the "Escrowed
Funds".
The balance of the Agent's fees will be released to the Agent
out of the Escrowed Funds and the balance of the Escrowed Funds
will be released from escrow to Hut 8 upon the satisfaction of all
of the following conditions (collectively, the "Escrow Release
Conditions") prior to the Termination Date (as defined
below):
(a)
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the completion,
satisfaction or waiver of all conditions precedent to the Closing
of the Proposed Qualifying Transaction other than the release of
the Escrowed Funds;
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(b)
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the receipt of all
shareholder and regulatory approvals required for the Proposed
Qualifying Transaction;
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(c)
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written confirmation
from Hut 8 and Oriana that all conditions of the Proposed
Qualifying Transaction have been satisfied or waived, other than
release of the Escrowed Funds, and that the Proposed Qualifying
Transaction will be completed forthwith upon release of the
Escrowed Funds;
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(d)
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the common shares of
the Resulting Issuer (the "Resulting Issuer Common Shares")
to be issued in exchange for the Common Shares of Hut 8 pursuant to
the Proposed Qualifying Transaction being exempt from applicable
prospectus and registration requirements of applicable Canadian
securities laws and not subject to any statutory hold
period;
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(e)
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the Resulting Issuer
Common Shares being conditionally approved for listing on the TSXV
or an alternative Canadian stock exchange, as applicable, and the
completion, satisfaction or waiver of all conditions precedent to
such listing, other than the release of the Escrowed Funds;
and
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(f)
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Hut 8 and the Agent
will have delivered a release notice to the Subscription Receipt
Agent.
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The date on which the Escrow Release Conditions are satisfied is
referred to as the "Escrow Release Date", which, for greater
certainty, shall be no later than 90 days following completion of
the Second Offering (the "Termination Date"), except as may
be extended in accordance with the terms of the Subscription
Receipts.
In the event that the Escrow Release Conditions are not
satisfied by the Termination Date, the Escrowed Funds will be
returned pro rata to each holder of Subscription Receipts,
and the Subscription Receipts will be automatically cancelled, void
and of no value or effect.
A total of 510,000 Hut 8 broker warrants ("Hut 8 Broker
Warrants") were issued to the Agent in connection with the
brokered portion of the Second Offering, each such Hut 8 Broker
Warrant exercisable to subscribe for and purchase one Resulting
Issuer Common Share at an exercise price of $5.00 for a period of 24 months following the
Escrow Release Date.
(b)
Non-Brokered Portion
In a concurrent non-brokered offering, Hut 8 sold 5,000,000
Common Shares at the Subscription Price to certain strategic
investors for aggregate gross proceeds of $25.0 million. As previously noted, such amount
included approximately USD$10.0
million in value of Bitcoin which was settled through the
services of a secure third-party custodian.
A total of 150,000 Hut 8 Broker Warrants were issued to the
Agent in connection with the non-brokered portion of the Second
Offering.
As a condition to the closing of the Second Offering, lock-up
agreements were entered into by: (a) each of the executive officers
and directors of Hut 8; and (b) each shareholder of Hut 8 holding
10% or greater of the Common Shares.
The gross proceeds from the Second Offering, being $70.0 million, less applicable deductions, will
be used to finance the purchase by Hut 8 of 35 additional BlockBox
Data Centers (as defined below) from Bitfury, and to satisfy
working capital requirements. Hut 8 previously acquired 22 BlockBox
Data Centers, including 10 which have become operational as of the
date hereof.
Update Regarding Proposed Qualifying Transaction
The parties and their advisors continue to advance the audited
and pro forma financial statements of Hut 8 and Oriana and
have prepared and submitted a draft filing statement (the
"Filing Statement") in accordance with the policies of the
TSXV. Discussions with the TSXV continue in this regard.
It is anticipated that, prior to the Closing of the Proposed
Qualifying Transaction, and using the proceeds raised from the
First Offering and the Second Offering, Hut 8 will have acquired,
or will have executed purchase orders (the "Purchase
Orders") in respect of the right to acquire, an aggregate of 57
proprietary BlockBox AC – Air Cooled Mobile Data Centers (the
"BlockBox Data Centers") from Bitfury, such BlockBox Data
Centers to be stationed on land leased by Hut 8 in Drumheller, Alberta.
Completion of the Proposed Qualifying Transaction is subject to
a number of conditions, including acquisition of (or the execution
of Purchase Orders for the acquisition of) the 57 BlockBox Data
Centers, completion of the Debt Conversion (as described in the
January 11, 2018 press release),
receipt of applicable regulatory approvals, including the approval
of the TSXV for the Proposed Qualifying Transaction, completion of
satisfactory due diligence and the execution of related transaction
documents.
The shareholders of Hut 8 convened a special meeting on
February 2, 2018 to approve the
Amalgamation. A total of 73.28% of the issued and outstanding
Common Shares were voted in favour of the Amalgamation (with no
votes against).
Oriana is expected to convene an annual and special meeting of
its shareholders on February 15, 2018
to approve the Consolidation, a new Omnibus Equity Incentive Plan,
an updated set of articles (which will include advance notice
provisions) and the election, conditional upon and effective as of
the completion of the Proposed Qualifying Transaction, of new
directors of the Resulting Issuer, which matters are set out in a
management information circular of Oriana (the "Oriana
Circular") dated January 17,
2018.
A request has been made to the TSXV for a waiver of the
sponsorship requirements of Policy 2.2 – Sponsorship and
Sponsorship Requirements of the TSXV, but there is no assurance
that such waiver will be granted.
About Oriana
Oriana was incorporated under the BCBCA on June 9, 2011. The Company is listed as a capital
pool company on the NEX board of the TSXV. The Oriana Common Shares
were listed for trading on the TSXV on October 3, 2012 and commenced trading at the
opening of trading on October 4, 2012
under the symbol "OUP.P" (and now listed on the NEX board of the
TSXV under the trading symbol "OUP.H"). In accordance with Policy
2.4, Oriana's principal business has been to identify and evaluate
assets or businesses with a view to consummating a Qualifying
Transaction subject to acceptance by the TSXV. Trading in the
Oriana Common Shares is currently halted pending completion of the
Proposed Qualifying Transaction.
About Hut 8
Hut 8 was incorporated under the BCBCA on November 15, 2017. Hut 8 is a cryptocurrency
mining and Blockchain infrastructure company established through an
exclusive partnership with the Bitfury Group, the world's leading
full-service Blockchain technology company. Hut 8 currently
owns BlockBox Data Centers representing 24.2 MW and 165 PH/s that
are in operation or construction, with a pipeline of acquisition
and development opportunities across North America. Through
its partnership with the Bitfury Group, Hut 8 has access to a
proprietary mix of hardware, software, and operational know-how to
construct, optimize, and manage datacenters in low-cost and
attractive jurisdictions. Hut 8 is led by a team of industry
experts and intends to provide investors with exposure to
Blockchain processing infrastructure and technology along with
underlying cryptocurrency rewards and transaction fees.
Forward-Looking Statements:
When used in this press release, the words "estimate",
"project", "belief", "anticipate", "intend", "expect", "plan",
"predict", "may" or "should" and the negative of these words or
such variations thereon or comparable terminology are intended to
identify forward-looking statements and information. Although
Oriana and Hut 8 believe, in light of the experience of their
respective officers and directors, current conditions and expected
future developments and other factors that have been considered
appropriate, that the expectations reflected in the forward-looking
statements and information in this press release are reasonable,
undue reliance should not be placed on them because the parties can
give no assurance that such statements will prove to be correct.
The forward-looking statements and information in this press
release include information relating to the business plans of
Oriana and Hut 8, the Proposed Qualifying Transaction (including
the acquisition by Hut 8 of, or the execution of the Purchase
Orders for the acquisition of, the BlockBox Data Centers, the Debt
Conversion and the Amalgamation). Such statements and information
reflect the current view of Oriana and/or Hut 8, respectively.
Risks and uncertainties that may cause actual results to differ
materially from those contemplated in those forward-looking
statements and information.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or other future
events, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
following risks: (a) there is no assurance that Oriana and Hut 8
will obtain all requisite approvals for the Proposed Qualifying
Transaction, including the approval of the TSXV for the Proposed
Qualifying Transaction (which may be conditional upon amendments to
the terms of the Proposed Qualifying Transaction); (b) following
completion of the Proposed Qualifying Transaction, the Resulting
Issuer may require additional financing from time to time in order
to continue its operations and financing may not be available when
needed or on terms and conditions acceptable to the Resulting
Issuer; (c) new laws or regulations could adversely affect the
Resulting Issuer's business and results of operations; and (d) the
stock markets have experienced volatility that often has been
unrelated to the performance of companies. These fluctuations may
adversely affect the price of the Resulting Issuer's securities,
regardless of its operating performance. There are a number of
important factors that could cause Oriana and Hut 8's actual
results to differ materially from those indicated or implied by
forward-looking statements and information. Such factors include,
among others: currency fluctuations; limited business history of
the parties; disruptions or changes in the credit or security
markets; results of operation activities and development of
projects; project cost overruns or unanticipated costs and
expenses; and general market and industry conditions. The parties
undertake no obligation to comment on analyses, expectations or
statements made by third parties in respect of their securities or
their respective financial or operating results (as
applicable).
Oriana and Hut 8 caution that the foregoing list of material
factors is not exhaustive. When relying on the parties'
forward-looking statements and information to make decisions,
investors and others should carefully consider the foregoing
factors and other uncertainties and potential events. The parties
have assumed that the material factors referred to in the previous
paragraph will not cause such forward-looking statements and
information to differ materially from actual results or events.
However, the list of these factors is not exhaustive and is subject
to change and there can be no assurance that such assumptions will
reflect the actual outcome of such items or factors. The
forward-looking information contained in this press release
represents the expectations of the parties as of the date of this
press release and, accordingly, are subject to change after such
date. The parties do not undertake to update this information at
any particular time except as required in accordance with
applicable laws.
All amounts referred to herein are in Canadian dollars unless
otherwise indicated.
There can be no assurance that the Proposed Qualifying
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as will be disclosed in the
Oriana Circular and the Filing Statement to be prepared in
connection with the Proposed Qualifying Transaction, any
information released or received with respect to the Proposed
Qualifying 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 Filing
Statement in respect of the Proposed Qualifying Transaction will be
prepared and filed on SEDAR at www.sedar.com in accordance with
Policy 2.4 no less than seven business days prior to the Closing of
the Proposed Qualifying Transaction. A press release will be issued
once the Filing Statement has been filed.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the Proposed Qualifying Transaction and has neither
approved nor disapproved the contents of this press release.
The Proposed Qualifying Transaction is not a "Non-Arm's Length
Qualifying Transaction" within the meaning of Policy 2.4 and, as
such, shareholder approval is not required, unless otherwise
mandated by the TSXV.
Upon completion of the Proposed Qualifying Transaction, it is
expected that the Resulting Issuer will meet the public
distribution requirements of a Tier 1 issuer in accordance with
TSXV requirements.
This press release is not an offer of the securities for sale
in the United States. The
securities have not been registered under the U.S. Securities Act
of 1933, as amended, and may not be offered or sold in the United States absent registration or an
exemption from registration. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful.
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 press release.
SOURCE Hut 8 Mining Corp.