NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR FOR RELEASE, DISTRIBUTION, DISTRIBUTION, OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR IN THE UNITED STATES
VANCOUVER, British Columbia, November 19, 2024 (GLOBE NEWSWIRE) — Blockchain Solutions DMG inc. (TSX Venture Exchange: DMGI) (“DMG» or the “Business“) is pleased to announce that it has closed its previously announced overnight marketed offering (on “Offer“) of 32,556,500 units (the “Units“), including 4,246,500 units issued pursuant to the full exercise of the over-allotment option granted to the underwriters (as defined below), at a price of $0.53 per unit, for a product total gross of $17,254,945, pursuant to the terms of an underwriting agreement between the Company and the underwriters dated November 14, 2024 (the “.Subscription contract“). Each unit is composed of one common share of the Company (each, a “Action Unit“) and one common share purchase warrant of the Company (each, a “Ensure“). Each subscription warrant may be exercised against one ordinary share of the Company (a “Warrant Action“) for a period of 60 months from the closing date of the Offer (the “Closing date) at the exercise price of $0.65 per share of warrant, subject to adjustment in certain cases.
The TSX Venture Exchange has conditionally approved the listing of the Unit Shares, Warrants and Warranted Shares issued in connection with the Offering, subject to customary conditions.
Canaccord Genuity Corp., as lead underwriter and sole bookrunner, and a syndicate of underwriters, including Roth Canada Inc. and Ventum Financial Corp., (collectively, the “Subscribers“) acted as underwriters in connection with the offering.
Pursuant to the Underwriting Agreement and in consideration for the services rendered by the Underwriters in connection with the Offering, the Company paid the Underwriters on the Closing Date a cash commission equal to 6.0% of the gross proceeds. total relating to the offering and issued to the underwriters on the closing date a certain number of broker warrants (each, a “Broker warrant“), which corresponds to 6.0% of the number of units sold as part of the placement. The characteristics of the Brokerage Warrants are more particularly described in the Prospectus Supplement.
The Company intends to use the net proceeds from the Offering in conjunction with the Company’s purchase of six one-megawatt hydroelectric mining containers, scheduled for delivery and installation during the current quarter, as well as working capital and other general corporate purposes.
The Offer was made in accordance with the prospectus supplement of the Company dated November 14, 2024 (the “Prospectus supplement“) to its simplified base shelf prospectus dated October 1, 2024 (the “Base Shelf Prospectus“) filed with the securities authorities of each of the provinces of Canada, except Quebec, in the United States in connection with a private placement pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “1933 law“), and applicable state securities laws, as well as in certain other jurisdictions outside of Canada and the United States. The prospectus supplement and base shelf prospectus are each accessible under the company’s profile on SEDAR+ at www.sedarplus.ca.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be illegal. The securities offered have not been and will not be registered under the 1933 Act or under the securities laws of any U.S. state, and may not be offered or sold in the United States absent registration. registration or an applicable exemption from the registration requirements of the 1933 Act and applicable U.S. state securities laws.
About DMG Blockchain Solutions inc.
DMG is a sustainable, vertically integrated blockchain and data center technology company that develops, manages and operates comprehensive platform solutions to monetize the blockchain ecosystem. The company’s operations are based on two strategic pillars: Core and Core+, both unified by DMG’s commitment to vertical integration and environmentally responsible practices. DMG is the parent company of Systemic Trust Corporation, which focuses on digital asset custody.
For more information on DMG Blockchain solutions, visit: www.dmgblockchain.com
Follow @dmgblockchain on X, LinkedIn, Facebook and subscribe to the DMG YouTube channel.
For more information, please contact:
On behalf of the board of directors,
Sheldon Bennett, CEO and Director
Tel: +1 778 300 5406
Email: investors@dmgblockchain.com
Web: www.dmgblockchain.com
For investor relations:
investors@dmgblockchain.com
For media inquiries:
Chantelle Borelli
Communications manager
chantelle@dmgblockchain.com
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 press release.
Caution Regarding Forward-Looking Statements
This press release may contain statements that may be deemed “forward-looking statements” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein constitute forward-looking information, including, but not limited to, statements regarding: receipt of final approval from the TSX Venture Exchange regarding the listing of the Unit Shares, Warrants and Warranted Shares issued in connection with the Offering; and the intended use of the net proceeds of the offering. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “proposed”, “is expected”, “budget” , “planned”, “estimates”, “plans”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of these words and expressions, or by the use words or expressions that indicate that certain actions, events or results may, could, would or could occur or be affected. This forward-looking information reflects DMG’s current beliefs and is based on information currently available to DMG and on assumptions that DMG believes are reasonable. These assumptions include, but are not limited to, assumptions regarding: the ability of the Company to obtain final approval from the TSX Venture Exchange with respect to the listing of the Unit Shares, Warrants and Shares with warrants issued as part of the placement; the Company’s ability to use the Company’s net proceeds in the manner intended, or at all; the ability of blockchain technology to disrupt multiple sectors; growth and expectations regarding Terra Pool, the Company’s Core+ business strategy and Bitcoin self-mining operations; expansion of the Company’s mining operations to additional locations; the purchase, delivery and installation of additional Bitcoin mining rigs at the Christina Lake facility or at any additional sites to be developed or acquired by the Company; changes in market conditions; changes in the regulatory climate; and any other factors and risks disclosed in the Company’s most recent annual information form, MD&A and other documents filed from time to time under the Company’s profile on SEDAR+ at www.sedarplus.ca. Forward-looking information is subject to known and unknown risks, uncertainties and other factors which may cause the actual results, level of activity, performance or achievements of the Company or its subsidiaries to be materially different from those expressed. or implied by such forward-looking information. search for information. These risks and uncertainties may include, but are not limited to: the risk that the Company may not be able to obtain final approval from the TSX Venture Exchange with respect to the listing of Unit Shares, Warrants subscription and shares with subscription warrants issued pursuant to the Offer; the risk that the Company will not be able to use the Company’s net proceeds in the manner intended, or at all; current financial market conditions, risks and uncertainties associated with the digital currency and blockchain industry, equipment failures, lack of supply of equipment, energy and infrastructure, general business uncertainties , economic, competitive, political and social, changes in legislation, including regulatory legislation. , affecting digital assets, and lack of skilled and skilled labor or loss of key people. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or planned. Therefore, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update any forward-looking information except in accordance with applicable securities laws.
