Digihost Announces Closing of CAD$15 Million Brokered Private Placement With Institutional Investors
June 21 2021 - 12:59PM
Digihost Technology Inc. (“
Digihost” or the
“
Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased
to announce that the Company has closed its previously announced
private placement of equity securities (the
“
Offering”). The offering was for gross proceeds
of CAD$15 million in a private placement of its equity securities
and consisted of the sale of 8,333,336 common shares of the Company
(“
Shares”) and warrants to purchase 6,250,002
common shares (“
Warrants”), at a purchase price of
CAD$1.80 per Share and associated Warrant. The Warrants have an
exercise price of CAD$1.99 per Share and an exercise period of
three years from the issuance date.
The net proceeds of the private placement will
be used by the Company primarily to acquire additional Bitcoin
miners, expand infrastructure focused on environmental
sustainability, and improve its working capital position.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the private placement.
H.C. Wainwright & Co. received (i) a cash
commission equal to 8.0% of the gross proceeds of the Offering and
(ii) 666,667 non-transferable broker warrants (the “Broker
Warrants”). Each Broker Warrant will entitle the holder to
purchase one common share at an exercise price of CAD$2.25 at any
time for a period of three years from the issuance date.
The securities issued under the Offering are
subject to customary resale restrictions in the United States with
no resale restrictions in Canada. No securities were offered or
sold to Canadian residents in connection with the private
placement.
Resignation of Director
The Company also announces that, effective
immediately, Gerard Guez has resigned as a Director of the Company
for personal reasons. The Company would like to thank Mr. Guez for
his continuous hard work and contributions to the Digihost board
over the past year and a half.
This news 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 jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This news release does not constitute an offer of securities for
sale in the United States. The securities being offered have not
been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and such securities may not be
offered or sold within the United States absent registration under
U.S. federal and state securities laws or an applicable exemption
from such U.S. registration requirements.
About Digihost Technology
Inc.
Digihost Technology Inc. is a growth-oriented
blockchain technology company primarily focused on Bitcoin mining.
The Company's mining facilities are located in Upstate New
York, and are equipped with 78.7 MW of low-cost power with the
option to expand to 102MW. The Company is currently hashing at a
rate of 200PH with potential to expand to a rate of 3EH upon the
completion of the previously announced acquisition of a 60MW power
plant.
For further information, please contact:
Digihost Technology
Inc.www.digihost.caMichel Amar, Chief
Executive Officer T: 1-818-280-9758Email: michel@digihost.ca
Cautionary StatementTrading in
the securities of the Company should be considered highly
speculative. No stock exchange, securities commission or other
regulatory authority has approved or disapproved the information
contained herein. 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 release.
Forward-Looking
StatementsExcept 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 of the date of
this news release. “Forward-looking information” in this news
release includes information about the Offering including closing
of the Offering and approval of the TSX Venture thereof and the use
of net proceeds from the Offering, potential further improvements
to profitability and efficiency across mining operations, potential
for the Company’s long-term growth, and the business goals and
objectives of the Company. Factors that could cause actual results
to differ materially from those described in such forward-looking
information include, but are not limited to: market and other
conditions, continued effects of the COVID-19 pandemic may have a
material adverse effect on the Company’s performance as supply
chains are disrupted and prevent the Company from operating its
assets; a decrease in cryptocurrency pricing, volume of transaction
activity or generally, the profitability of cryptocurrency mining;
further improvements to profitability and efficiency may not be
realized; the digital currency market; the Company’s ability to
successfully mine digital currency on the cloud; the Company may
not be able to profitably liquidate its current digital currency
inventory, or at all; a decline in digital currency prices may have
a significant negative impact on the Company’s operations; the
volatility of digital currency prices; the availability of
electricity at prevailing rates and on a continuous basis; the
adequacy and security of custody for coins maintained in inventory;
and, other related risks as more fully set out in the Annual
Information Form of the Company and other documents disclosed under
the Company’s filings at www.sedar.com. 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 current profitability in
mining cryptocurrency (including pricing and volume of current
transaction activity); profitable use of the Company’s assets going
forward; the Company’s ability to profitably liquidate its digital
currency inventory as required; historical prices of digital
currencies and the ability of the Company to mine digital
currencies on the cloud will be consistent with historical prices;
the pricing of electricity at historical rates; the adequacy and
security of custody for coins maintained in inventory; 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.
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