Digihost Establishes US$250 Million At-The-Market Equity Program to Accelerate Growth
March 04 2022 - 6:01AM
Digihost Technology Inc. (“
Digihost” or the
“
Company”) (Nasdaq: DGHI; TSXV: DGHI), an
innovative U.S. based Bitcoin self-mining company, is pleased to
announce that it has entered into an at-the-market offering
agreement (the “
ATM Agreement”) with H.C.
Wainwright & Co. (the “
Agent”).
At-the Market Offering
Pursuant to the ATM Agreement, the Company and
the Agent will implement an “at-the-market” equity offering
program, under which the Agent may issue and sell from time to time
such number of subordinate voting shares of the Company (the
“SV Shares”) having an aggregate offering price of
up to US$250 million (the “ATM Equity Program”). A
cash commission of 3.0% on the aggregate gross proceeds raised
under the ATM Equity Program will be paid to the Agent in
connection with its services. The Company intends to use the net
proceeds of the ATM Equity Program, if any, to support the growth
and development of the Company’s existing mining operations as well
as for working capital and general corporate purposes and to repay
outstanding indebtedness from time to time.
Since the SV Shares will be distributed at
trading prices prevailing at the time of the sale, prices may vary
between purchasers during the period of distribution. The volume
and timing of sales, if any, will be determined at the sole
discretion of the Company’s management and in accordance with the
terms of the ATM Agreement. To date, no SV Shares have been
distributed by the Company pursuant to the ATM Agreement.
Sales of SV Shares, if any, under the ATM Equity
Program are anticipated to be made in transactions that are deemed
to be “at-the-market distributions” as defined in National
Instrument 44-102 Shelf Distributions, as sales made directly on
the Nasdaq Capital Market or another trading market for the shares
in the United Stated at the market price prevailing at the time of
each sale. No SV Shares will be offered or sold under the ATM
Equity Program on the TSX Venture Exchange or any other trading
market in Canada. The ATM Equity Program may be terminated by
either party at any time.
The offer and sale of the SV Shares under the
ATM Equity Program will be made by means of a prospectus supplement
dated March 4, 2022 (the “Prospectus Supplement”)
to the Company’s short form base shelf prospectus dated February
23, 2022 (the “Base Shelf Prospectus” and,
together with the Prospectus Supplement, the
“Prospectus”) and U.S. registration statement on
Form F-10 (the “Registration Statement”), which
includes the Base Shelf Prospectus. The Registration Statement was
declared effective by the United States Securities and Exchange
Commission (the “SEC”) on March 3, 2022. The
Prospectus has been filed with the applicable provincial regulatory
authorities in Canada and the SEC. The Prospectus is available on
the SEDAR website maintained by the Canadian Securities
Administrators at www.sedar.com and is available on the SEC’s EDGAR
website at www.sec.gov.This news release does not constitute an
offer to sell or the solicitation of an offer to buy securities in
the United States or in any jurisdiction where the offer, sale or
solicitation would be unlawful. The SV Shares referred to in this
news release may not be offered or sold in the United States absent
registration or an applicable exemption from
registration.About Digihost Technology Inc.
Digihost is a growth-oriented blockchain
technology company primarily focused on Bitcoin
mining. Through its self-mining operations and joint venture
agreements, the Company is currently hashing at a rate of
approximately 415PH.
For further information, please contact:
Digihost Technology
Inc.www.digihost.caMichel Amar, Chief Executive Officer
Email: michel@digihostblockchain.com
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 news release.
Forward-Looking
StatementsExcept for the statements of historical fact,
this news release contains “forward-looking information” and
“forward-looking statements” (collectively, “forward-looking
information”) that are based on expectations, estimates and
projections as at the date of this news release and are covered by
safe harbors under U.S. and Canadian securities laws.
Forward-looking information in this news release includes
expectations in respect to the procurement of miners, Company
expansion plans, expectations in respect of the offering of SV
Shares under the ATM Equity Program and the anticipated use of
proceeds from the ATM Equity Program and about future plans and
objectives of the Company are forward-looking information,
information about hashrate and infrastructure expansion,
diversification of operations, 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,
performance or achievements to differ materially from those
described in such forward-looking information include, but are not
limited to: market conditions and other factors that may affect the
Company’s ability to utilize the ATM Equity Program and the prices
at which the Company may sell SV Shares in the ATM Equity Program;
the dilutive effect of issuances of SV Shares in the ATM Equity
Program; continued effects of the COVID19 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; the ability to establish new facilities for the purpose of
cryptocurrency mining; receipt of Public Service Commission
approval or other regulatory or board approvals; the ability to
establish new facilities for the purpose of research &
development; a decrease in cryptocurrency pricing, volume of
transaction activity or generally, the profitability of
cryptocurrency mining; delivery of mining rigs for self-mining and
for hosting may not be realized in the number anticipated, or at
all, or on the schedule anticipated, and resulting hashing power
may materially differ from that anticipated; 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; 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: market
conditions and other factors that may affect the Company’s ability
to utilize the ATM Equity Program and the prices at which the
Company may sell SV Shares in the ATM Equity Program; the dilutive
effect of issuances of SV Shares in the ATM Equity Program; 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; 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.
Except as expressly required by applicable securities laws, the
Company undertakes no obligation to update or revise any
forward-looking information, whether as a result of new
information, changed circumstances or future events or for any
other reason.
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