/NOT FOR DISTRIBUTION TO U.S.NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Feb. 24, 2021 /CNW/ - Fortress Technologies
Inc. ("Fortress" or the "Company") (TSXV: FORT),
today announced it has entered into an agreement with Canaccord
Genuity Corp. (the "Underwriter"), acting as lead
underwriter and sole bookrunner, which has agreed to purchase, on a
bought deal private placement basis, 12,000,000 units of the
Company (the "Units") at a price of C$0.63 per Unit (the "Unit Price"), for
aggregate gross proceeds of C$7.6
million (the "Offering").
Each Unit will be comprised of one common share in the capital
of the Company (each a "Common Share") and one Common Share
purchase warrant (each a "Warrant"). Each Warrant will be
exercisable to acquire one Common Share (each a "Warrant
Share") at a price of C$0.82 per
Warrant Share at any time on or before the date which is 60 months
after the closing date of the Offering.
The Company has agreed to grant the Underwriter an option to
cover over-allotments, to purchase up to 4,000,000 additional Units
at the Unit Price to raise additional gross proceeds of up to
C$2.5 million (the "Over-Allotment
Option").
The net proceeds of the Offering are expected to be used for the
expansion of the Company's crypto-mining operations, growth related
opportunities and general corporate purposes. It is expected that
the Units will be offered to "accredited investors" in all of the
provinces of Canada (other than
the Province of Quebec) pursuant
to National Instrument 45-106 – Prospectus Exempt
Distributions and in the United
States on a private placement basis pursuant to exemptions
from the registration requirements of the United States Securities
Act of 1933, as amended. The Units will be subject to a four-month
hold period in Canada.
The Units have not been registered under the United States
Securities Act of 1933, as amended, or applicable state securities
laws, and the Units may not be offered or sold in the United States absent registration or an
applicable exemption from such registration requirements.
The Offering is expected to close on or about the week of
March 22, 2021, or such other date as
agreed between the Company and the Underwriter. Closing of the
Offering would be subject to certain conditions typical for a
transaction of this nature and the receipt of all necessary
regulatory approvals, including the approval of the TSX Venture
Exchange.
In connection with the Offering, the Underwriter will receive on
closing of the Offering a cash fee of 6.0% of the gross proceeds of
the Offering, and broker warrants to acquire 6.0% of the number of
Units sold under the Offering for a period of five years at an
exercise price equal to the Unit Price.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About Fortress Technologies
Fortress Technologies Inc. (TSX-V: FORT) is a well-capitalized
company operating a crypto-mining business and is currently
evaluating emerging opportunities in technology sectors. Fortress
is focused on developing projects where access to growth capital is
highly valued.
Neither the TSX Venture Exchange nor its Regulation Service
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.
Forward Looking Statements:
This news release contains certain "forward-looking
information" within the meaning of applicable Canadian securities
laws that are based on expectations, estimates and projections as
at the date of this news release. The information in this release
about future plans and objectives of the Company, are
forward-looking information. Other forward-looking information
includes but is not limited to information concerning: the
intentions, plans and future actions of the Company, as well as the
Company's ability to successfully mine digital currency, revenue
increasing as currently anticipated, volatility in digital currency
prices and the resulting significant negative impact on the
Company's operations, the construction and operation of expanded
blockchain infrastructure, and the regulatory environment of
cryptocurrency in the United
States and other jurisdictions where the Company may
operate.
Any statements that involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or
"intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
information and are intended to identify forward-looking
information.
This forward-looking information is based on reasonable
assumptions and estimates of management of the Company at the time
it was made, and involves known and unknown risks, uncertainties
and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking information. Such factors include, among
others: risk factors relating to the timely receipt of all
regulatory and third party approvals for the Offering, including
that of the TSX Venture Exchange, that the Offering may not close
within the timeframe anticipated or at all or may not close on the
terms and conditions currently anticipated by the Company for a
number of reasons including, without limitation, as a result of
issues arising that are subject to certain termination provisions
agreed to with the Underwriter, settlement of definitive
documentation, satisfaction of closing conditions; the status and
impact of new electrical power rates and the status of
deliberations by the Grant County Public Utility District; risks
relating to the global economic climate; dilution; the Company's
limited operating history; future capital needs and uncertainty of
additional financing; the competitive nature of the industry;
currency exchange risks; the need for the Company to manage its
planned growth and expansion; the effects of product development
and need for continued technology change; protection of proprietary
rights; the effect of government regulation and compliance on the
Company and the industry; network security risks; the ability of
the Company to maintain properly working systems; reliance on key
personnel; global economic and financial market deterioration
impeding access to capital or increasing the cost of capital;
volatile securities markets impacting security pricing
unrelated to operating performance; and, no assurance that the
Company will find a profitable undertaking to expand its business
or that it can successfully conclude a purchase of such an
undertaking at all or on terms which are commercially acceptable.
In addition, particular factors which could impact future results
of the business of the Company include but are not limited to: the
impact of new electrical power rates which could impair
profitability and operating performance; deliberations by the Grant
County Public Utility District which could limit the ability of the
Company to carry on business on a profitable basis or at all; the
construction and operation of blockchain infrastructure may not
occur as currently planned, or at all; the digital currency market;
the ability to successfully mine digital currency; revenue may not
increase as currently anticipated, or at all; it may not be
possible to profitably liquidate the current digital currency
inventory, or at all; a decline in digital currency prices may have
a significant negative impact on operations; the volatility of
digital currency prices; the anticipated growth and sustainability
of hydroelectricity for the purposes of cryptocurrency mining in
the Grant Count of the State of
Washington, the ability to complete current and future
financings, any regulations or laws that will prevent the Company
from operating its business; historical prices of digital
currencies and the ability to mine digital currencies that will be
consistent with historical prices; an inability to predict and
counteract the effects of COVID-19 on the business of the Company,
including but not limited to the effects of COVID-19 on the price
of digital currencies, capital market conditions, restriction on
labour and international travel and supply chains; failure to
identify beneficial business opportunities, failure to convert the
potential in the pursued business opportunities to tangible
benefits to the Company or its shareholders; 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 has attempted to identify important factors that could
cause actual results to differ materially, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove
to be accurate as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
information. The Company undertakes no obligation to revise or
update any forward-looking information other than as required by
law.
SOURCE Fortress Technologies Inc.