HyperBlock and CryptoGlobal Shareholders Vote in Favour of Acquisition
TORONTO, June 22, 2018 /CNW/ - Shareholders of HyperBlock and CryptoGlobal (TSXV: CPTO) today voted in favour of a proposed acquisition that will create one of North America's largest and most efficient crypto leaders.
"Clearly, shareholders support and share our belief in a diversified crypto innovator that's dedicated to helping people and businesses create, safeguard, manage and grow crypto," explains HyperBlock CEO Sean Walsh. Walsh says the newly combined company is poised to scale quickly through organic growth and acquisitions.
Shareholder Vote to Support Acquisition
At the annual and special meeting of shareholders of CryptoGlobal, and at the special meeting of shareholders of HyperBlock, each held earlier today, the shareholders of both CryptoGlobal and HyperBlock overwhelmingly voted in favour of a special resolution to approve an arrangement, pursuant to which HyperBlock will acquire all of the common shares of CryptoGlobal by way of a court approved plan of arrangement (the "Arrangement") under the Business Corporations Act (Ontario).
At the CryptoGlobal meeting, a special resolution authorizing the Arrangement (the "CryptoGlobal Arrangement Resolution") was approved by approximately 99.73% of CryptoGlobal shareholders who participated in the vote — either in-person or by proxy. The CryptoGlobal shareholders who participated in the vote represented approximately 71% of all issued and outstanding CryptoGlobal shares entitled to vote on the CryptoGlobal Arrangement Resolution. At the HyperBlock meeting, a special resolution authorizing the Arrangement was approved by 100% of HyperBlock shareholders who participated in the vote — either in-person or by proxy.
Acquisition Arrangement Update
Completion of the Arrangement remains subject to, among other things, receiving the requisite court and stock exchange approvals, and the satisfaction of other customary conditions for a transaction of this nature. The hearing for the final order of the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement is scheduled to take place on June 26, 2018.
Further details regarding the Arrangement are set out in the joint management information circular of HyperBlock and CryptoGlobal dated May 22, 2018 (the "Circular"), which is available under CryptoGlobal's issuer profile on SEDAR at www.sedar.com.
Proposed Acquisition Background
On April 3, 2018, HyperBlock and CryptoGlobal jointly announced that they entered into an arrangement agreement for the acquisition of CryptoGlobal by HyperBlock (the "Arrangement Agreement"). Pursuant to the terms of the Arrangement, HyperBlock will acquire all the issued and outstanding shares of CryptoGlobal and the two companies will amalgamate to form a new corporation pending court and regulatory approval.
About HyperBlock Technologies Corp. and CryptoGlobal
HyperBlock is a leading North American diversified crypto-asset company which operates one of North America's largest and most efficient cryptocurrency datacenters. HyperBlock operates four profit centers including Mining-as-a Service (MAAS), self-mining, server hosting, and server hardware sales. Learn more at www.hyperblock.co
CryptoGlobal is a leading Canadian blockchain and financial technology company built on a strong core of diversified cryptocurrency mining. Currently, CryptoGlobal focuses on mining Bitcoin, DASH, Ether and Litecoin — using a mix of custom-tuned mining technologies. Learn more at www.cryptoglobal.io
Cautionary Note Regarding Forward Looking Information
Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to accretive earnings, anticipated revenue and costs synergies associated with the merger of CryptoGlobal with HyperBlock, statements with respect to internal expectations, estimated margins, expectations for future capacity, costs and opportunities, the effect of the transaction on the resulting combined company and its strategy going forward, the completion of any capital project or expansions, the timing for the completion of the Arrangement and expectations with respect to future mining or production costs, the anticipated timing for the special meetings of CryptoGlobal and HyperBlock shareholders and closing of the transaction; the consideration to be received by shareholders of CryptoGlobal, which may fluctuate in value due to HyperBlock common shares forming the consideration; the satisfaction of closing conditions including, without limitation:(i) necessary court approval in connection with the Arrangement; (ii) certain termination rights available to the parties under the Arrangement Agreement; (iii) HyperBlock obtaining the necessary approvals from the Canadian Securities Exchange for the listing of its common shares in connection with the Arrangement; and (iv) other closing conditions, including, without limitation, the operation and performance of the CryptoGlobal business in the ordinary course until closing of the Arrangement and compliance by CryptoGlobal and HyperBlock with various covenants contained in the Arrangement Agreement.
In particular, there can be no assurance that the Arrangement will be completed. Forward looking statements are based on certain assumptions regarding CryptoGlobal, HyperBlock and the resulting combined company, including expected growth, results of operations, performance, industry trends and growth opportunities.
While CryptoGlobal considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements also necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative and regulatory developments involving cryptocurrency; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the cryptocurrency industry in Canada generally, income tax and regulatory matters; the ability of HyperBlock to implement its business strategies; competition; currency and interest rate fluctuations and other risks. Any forward-looking statements or facts (including financial information) related to CryptoGlobal discussed or disclosed herein are derived from information obtained directly from CryptoGlobal and publicly available sources and has not been independently verified by CryptoGlobal.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter.
CryptoGlobal and HyperBlock disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. This news release has been approved by the Board of Directors of each of HyperBlock and CryptoGlobal. Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and elsewhere in CryptoGlobal's fiscal 2017 annual MD&A, the Circular and the material change report filed that will be filed in respect of the Arrangement, which are, or will be, available on CryptoGlobal's profile on www.sedar.com.
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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained herein. This news release is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
SOURCE CryptoGlobal Corp.
Media Contact: Debra Quinn, [email protected]; HyperBlock Investor Inquiries: Eric So, 416.567.4675, [email protected]; CryptoGlobal Investor Inquiries: James Millership, 647.700.8661, [email protected]
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