CryptoStar Corp. Signs Letter of Intent to Acquire Neuro Digital Inc. and Increases Self-Mining Hashrate

TSXV: CSTR
OTCQB: CSTXF

TORONTO, Nov. 15, 2021 /CNW/ - CryptoStar Corp. (TSXV: CSTR) (OTCQB: CSTXF) ("CryptoStar" or the "Company"), a cryptocurrency mining and data centre operator, is pleased to announce that it has signed a letter of intent (the "LOI") effective November 12, 2021 to acquire 100% of the outstanding shares of Neuro Digital Inc. ("Neuro Digital") for cash consideration of CAD$2.4 million (the "Transaction"). The Company is also pleased to announce the expansion of its self-mining Hashrate.

Neuro Digital Transaction

Highlights of the proposed Transaction:

• Under the terms of the LOI, it is anticipated that CryptoStar and Neuro Digital will enter into a binding agreement (the "Definitive Agreement") pursuant to which CryptoStar will acquire 100% of the outstanding shares of Neuro Digital.
• Neuro Digital is a data centre operator specializing in GPU mining, Decentralized Finance (DeFi) and AI solutions with an operational data centre located in Quebec, Canada (the "Quebec Data Centre"). Neuro Digital's current, proof of concept location has a power capacity of 0.5 megawatt (MW) with plans for expeditious expansion in various locations that have been identified throughout the province of Quebec.
• The currently operating Quebec Data Centre is powered by competitively priced, reliable, on-the-grid, green hydroelectricity, aligning with the Company's commitment to the Crypto Climate Accord.
• Neuro Digital currently has an aggregate self-mining Hashrate of 83,162 MH/s from GPU miners running at the Quebec Data Centre.
• The additional 83,162 MH/s of Hashrate from Neuro Digital's GPU miners would add USD$199,448.78 (CAD$249,310.98) per month in self-mining revenue for the Company based upon current market conditions. (Source: https://whattomine.com/ Mining metrics are calculated based on and ETH - USD exchange rate of 1 ETH = $4,713.58 updated at 2021-11-15 12:20:35 UTC).
• Key management personnel of Neuro Digital will remain with the company and will be responsible for the expansion of CryptoStar's operations in Quebec, Canada.
• The agreed upon consideration under the proposed Transaction will be satisfied by the payment of CAD$2.4 million in cash.
• It is anticipated that the Definitive Agreement will be executed no later than December 15, 2021, subject to the completion of due diligence.

David Jellins, President and Chief Executive Officer of CryptoStar states, "We are delighted that Neuro Digital has agreed to the terms of the proposed Transaction, and more specifically, we are looking forward to incorporating the extremely talented team at Neuro Digital with a proven expertise in Ethereum (ETH) mining, AI solutions and DeFi. Furthermore, this acquisition will ensure our expansion of green operations in Quebec, Canada and is another step toward transitioning our operations to renewable sources."

Summary of Existing CryptoStar Business (pre-Neuro Digital Transaction)

• The Company successfully deployed an additional 10 PH/s of Hashrate from ASIC miners announced on September 15, 2021, more than two weeks ahead of schedule.
• The Company currently has an aggregate self-mining Hashrate of 93,608 MH/s from GPU miners and 67.2 PH/s from ASIC miners running at its data centres.
• The deployment of 93,608 MH/s and 67.2 PH/s of existing Hashrate from GPU and ASIC miners currently contributes USD$11.7 million in annualized self-mining revenue for CryptoStar. (Source: https://whattomine.com/ Mining metrics are calculated based on and ETH - USD exchange rate of 1 ETH = $4,713.58 and a BTC - USD exchange rate of 1 BTC = $65,667.99 updated at 2021-11-15 12:20:35 UTC).
• The Company purchased 600 high performance ASIC miners to be delivered in 6 equal tranches of 100 miners during calendar 2022 commencing in January and ending in June. This will increase the Company's self-mining Hashrate from ASIC miners by 8.8 PH/s each delivery month, resulting in a total self-mining Hashrate increase from ASIC miners of 52.8 PH/s.
• The deployment of a total Hashrate of 120 PH/s from ASIC miners would generate approximately 20.4 Bitcoin per month based on current difficulty levels. (Source: https://whattomine.com/ Updated at 2021-11-15 12:20:35 UTC).
• The Company has executed Equipment Hosting Agreements for an aggregate mining capacity of 37 MW which are expected to contribute up to USD$14.8 million in annual hosting and power revenues for the Company, with the hosting services in Alberta, Canada expected to commence in Q4, 2021 and Q1, 2022.
• As at November 15, 2021, the Company has made payments and deposits for ASIC miners, infrastructure equipment and engineering services of USD$3.6 million (CAD$4.5 million). The company also holds USD$947,000 (CAD$1,184,000) in inventory for sale.
• The Company is in a strong financial position and is well capitalized. As at November 15, 2021, the Company held 326 ETH, 65 BTC and USD$12.0 million (CAD$15.0 million) in cash.

About CryptoStar Corp.:

CryptoStar has cryptocurrency mining operations with data centres located in the U.S.A. and Canada. CryptoStar is currently dedicated to becoming one of the lowest cost cryptocurrency producers in North America and a major supplier of GPU and ASIC miners worldwide.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

Forward-Looking Statements

This news release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as, "expects", "is expected", "anticipates", "intends", "believes", or variations of such words and phrases or state that certain actions, events or results "may" or "will" be taken, occur or be achieved. Forward-looking statements include those relating to CryptoStar's expectation that the Company and Neuro Digital will enter into the Definitive Agreement, expansion of the Quebec Data Centre operations, that key management personnel of Neuro Digital will remain with the company, the timing of the finalization of the Definitive Agreement, the expectation to transition the Company's operations to renewable sources, the expected revenue and timing to commence the hosting and power services associated with the Equipment Hosting Agreements, the expected revenue generating capabilities of the GPU and ASIC miners, the expected Bitcoin revenue generating capabilities of the ASIC miners, the time to deliver and deploy the ASIC miners, CryptoStar's plans to continue to expand its self-mining inventory of mining hardware, increase its power capacity at its data centres in Alberta, Canada, expand its data centre operations in Alberta, Canada, to partner with large cryptocurrency miners and CryptoStar's plans of becoming one of the lowest cost cryptocurrency producers in North America and a major supplier of GPU and ASIC miners worldwide. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances. Actual results, performance or achievement could differ materially from that expressed in, or implied by, any forward-looking statements in this press release, and, accordingly, you should not place undue reliance on any such forward-looking statements and they are not guarantees of future results. Forward-looking statements involve significant risks, assumptions, uncertainties and other factors that may cause actual future results or anticipated events to differ materially from those expressed or implied in any forward-looking statements. Except as required by law, CryptoStar undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE CryptoStar Corp.

CryptoStar Corp., Attention: David Jellins, President and Chief Executive Officer, Investors: [email protected], Sales: [email protected], W: www.cryptostar.com