Digihost Announces CAD$13.3 Million Private Placement Priced at a Premium with Institutional Investor
March 06 2022 - 9:10PM
Digihost Technology Inc. (“
Digihost” or the
“
Company”) (TSXV: DGHI; Nasdaq: DGHI) is pleased
to announce that the Company has entered into a subscription
agreement with a single institutional investor, for gross proceeds
of approximately CAD$13.3 million in a private placement of its
equity securities, comprised of 3,029,748 common shares of the
Company (“
Shares”) (or common share equivalents)
and warrants to purchase up to 3,029,748 common shares
(“
Warrants”), at a purchase price of CAD$4.40 per
Share and associated Warrant, representing a premium of more than
10% over the previous closing price of CAD$3.97 on the TSX Venture
Exchange on Friday March 4, 2022. The Warrants have an exercise
price of CAD$6.25 per Share and exercise period of three and
one-half 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 and for general
working capital purposes.
In connection with the private placement, the
investor has agreed to cancel existing warrants to purchase up to
1,248,440 common shares of the Company at an exercise price of
CAD$9.42 per share issued in March 2021 expiring on March 18, 2024,
and the existing warrants to purchase up to 1,781,308 common shares
of the Company at an exercise price of CAD$7.11 issued in April
2021 expiring on April 9, 2025.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the private placement.
The private placement is expected to close on or
about March 9, 2022, subject to satisfaction of customary closing
conditions, including the approval of the TSX Venture Exchange.
No securities were offered or sold to Canadian
residents in connection with the private placement.
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 shall 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.
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 release.
Forward-Looking Statements
Except 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 Private Placement including closing
of the Private Placement and approval of the TSX Venture thereof
and the use of net proceeds from the Private Placement, 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:
the failure to satisfy the conditions to closing of the Private
Placement; 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; 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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