Hive Blockchain Technologies Ltd. (“
HIVE” or the
“
Company”) (Nasdaq: HIVE; TSXV: HIVE; FSE: HBFA.F)
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 common shares of the Company (the “Common
Shares”) having an aggregate offering price of up to
US$100 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, primarily to support the growth and
development of the Company’s existing mining operations as well as
for working capital and general corporate purposes. Additionally,
the Company wishes to be in a position to capitalize on
opportunities which may exist or may be brought to its attention
relating to distressed asset sales of mining equipment throughout
the mining ecosystem.
Since the Common 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 Common Shares have been
distributed by the Company pursuant to the ATM Agreement.
Sales of Common 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 Common 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 Common Shares under
the ATM Equity Program will be made by means of a prospectus
supplement (the “Prospectus Supplement”) to the
Company’s amended and restated short form base shelf prospectus
dated January 4, 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 and the Prospectus Supplement.
The Registration Statement has been filed with the United States
Securities and Exchange Commission (the “SEC”) but
has not yet become effective. The Common Shares may not be sold nor
may offers to buy the Common Shares be accepted under the ATM
Equity Program prior to the time the Registration Statement becomes
effective. 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 Common 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 HIVE Blockchain Technologies
Ltd.
HIVE Blockchain Technologies Ltd. went public in
2017 as the first cryptocurrency mining company with a green energy
and ESG strategy.
HIVE is a growth-oriented technology stock in
the emergent blockchain industry. As a company whose shares trade
on a major stock exchange, we are building a bridge between the
digital currency and blockchain sector and traditional capital
markets. HIVE owns state-of-the-art, green energy-powered data
centre facilities in Canada, Sweden, and Iceland, where we
endeavour to source only green energy to mine on the cloud and
generate rewards of both Ethereum and Bitcoin. Since the beginning
of 2021, HIVE has held in secure storage the majority of its ETH
and BTC coin mining rewards. Our shares provide investors with
exposure to the operating margins of digital currency mining, as
well as a portfolio of cryptocurrencies such as ETH and BTC.
Because HIVE also owns hard assets such as data centers and
advanced multi-use servers, we believe our shares offer investors
an attractive way to gain exposure to the cryptocurrency space.
HIVE believes that it has, in the past,
demonstrated its ability to raise capital and obtain above average
returns on invested capital while also consistently being rated as
one of the industry’s top performing mining companies for
efficiency.
For more information and to register to HIVE’s
mailing list, please visit www.HIVEblockchain.com. Follow
@HIVEblockchain on Twitter and subscribe to HIVE’s YouTube
channel.
On Behalf of HIVE Blockchain Technologies
Ltd.
“Frank Holmes”
Executive Chairman
For further information please contact:Frank HolmesTel: (604)
664-1078
Cautionary Statement
Trading 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 Statements
This press release contains “forward-looking
information” and “forward-looking statements” (collectively,
“forward-looking information”) within the meaning of applicable
securities laws. In some cases, forward-looking information can be
identified by the use of forward-looking terminology such as
“plans”, “targets”, “expects”, “is expected”, “an opportunity
exists”, “budget”, “scheduled”, “estimates”, “outlook”,
“forecasts”, “projection”, “prospects”, “strategy”, “intends”,
“anticipates”, “believes”, or variations of such words and phrases
or statements that certain actions, events or results “may”,
“could”, “would”, “might” or, “will”, “occur” or “be achieved”, and
similar words or the negative of these terms and similar
terminology. In addition, any statements that refer to
expectations, intentions, projections or other characterizations of
future events or circumstances contain forward-looking information.
Statements containing forward-looking information are not
historical facts but instead represent management’s expectations,
estimates and projections regarding future events or
circumstances.
The information in this release regarding
expectations in respect to the procurement of miners, Company
expansion plans, expectations in respect of the offering of Common
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. This
forward-looking information is based on the Company’s opinions,
estimates and assumptions that, while considered by the Company to
be appropriate and reasonable as of the date of this press release,
are subject to known and unknown risks, uncertainties, assumptions
and other factors that may cause the actual results, level of
activity, performance or achievements to be materially different
from those expressed or implied by such forward-looking
information, including but not limited to, risks related to the
offering or sale of securities pursuant to the Prospectus
Supplement, the completion of the transactions contemplated in this
news release in the manner anticipated and those factors discussed
in greater detail under the “Risk Factors” section in the Company’s
Prospectus and its annual information form, both of which are
available under the Company’s profile on SEDAR at www.sedar.com,
and should be considered carefully by prospective investors.
The forward-looking statements and information
in this press release include, but are not limited to, statements
with respect to the potential issuance of securities of the
Company, the amount of securities that may be issued and the use of
proceeds under the Prospectus Supplement filed in connection
therewith.
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, risks relating 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
Common Shares in the ATM Equity Program; the dilutive effect of
issuances of Common Shares in the ATM Equity Program; the COVID-19
crisis; the transaction described in this news release may not
occur on the terms as proposed and described herein or at all and,
if such transaction is completed; the Company’s cryptocurrency
operation may not meet expected performance levels for one or more
reasons; the proposed transaction may not have a positive impact on
HIVE’s revenues, or gross mining margin; the impact of new
electrical power rates which could impair profitability and
operating performance; expansion may not materialize as currently
anticipated, or at all; operating risks caused by social unrest;
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 Company may never realize more efficient operations, a lower
cost structure, or greater flexibility in operation; risks relating
to the global economic climate; dilution; and other related risks
as more fully set out in the Base Shelf Prospectus and Prospectus
Supplement, and other documents disclosed under the Company’s
filings at www.sedar.com and www.sec.gov/EDGAR. 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 Common
Shares in the ATM Equity Program; the dilutive effect of issuances
of Common 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 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 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 update or revise any forward-looking information
other than as required by law.
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