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 12, 2024 (GLOBE NEWSWIRE) — Blockchain Solutions DMG inc. (TSX Venture Exchange: DMGI) (“DMG» or the “Business“) is pleased to announce that it has priced its previously announced “at best” underwritten day-to-day offering (the “Offer”) of shares (the “Units) of the Company.
As part of the offering, the Company intends to issue 28,310,000 units at a price of CA$0.53 per unit (the “Offer price) for gross proceeds of approximately 15 million Canadian dollars. Each unit will consist of one common share of the Company (a “Action Unit“) and a common share purchase warrant (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 (as defined herein) at an exercise price of C$0.65 per Warrant Share, subject to adjustment in certain events.
The Units will be offered by means of a prospectus supplement (the “Prospectus supplement“) to the base shelf prospectus of the Company dated October 1, 2024 (the “Base Shelf Prospectus“) required to be filed in each of the provinces of Canada, except Quebec, and the Units may also be offered in the United States by way of private placement pursuant to exemptions from the registration requirements under Rule 144A and/or Regulation D of the United States. States Securities Act of 1933as amended (the “1933 law“), subject to obtaining all necessary regulatory approvals, including the approval of the TSX Venture Exchange, and in such other territories outside of Canada and the United States, provided that no filing of a prospectus or comparable obligation arises in that other jurisdiction.
The Offering is expected to be made pursuant to an underwriting agreement (the “Subscription contract) to be entered into between the Company and Canaccord Genuity Corp. as lead manager and sole bookrunner (“Canaccord Genuité» or the “Main subscriber), and a syndicate of underwriters including Roth Canada Inc. and Ventum Financial Corp. (collectively with the Principal Underwriter, the “Subscribers“). The Company has agreed to grant the underwriters an over-allotment option (the “Over-allotment option“) which may be exercised, in whole or in part, at the sole discretion of the lead underwriter, to purchase up to an additional 15% of the number of units sold in the offering for a period of up to 30 days from the closing date of the placement. The over-allotment option may be exercised to acquire Units, Common Shares and/or Warrants (or any combination thereof) at the option of the Primary Underwriter.
The net proceeds from the offering are expected to be used for DMG’s recently announced purchase of six one-megawatt hydroelectric mining containers, scheduled for delivery and installation during the current quarter, as well as for the turnover and other general corporate purposes.
The closing of the offering is expected to occur on or about November 19, 2024 and will be subject to market and other customary conditions (the “Closing date“).
The base shelf prospectus is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and, once the size and price of the offering has been determined and the underwriting agreement has been executed, the prospectus supplement will be filed and available on SEDAR+ at www.sedarplus.ca. .sedarplus.ca. Alternatively, the prospectus supplement and accompanying base shelf prospectus may be obtained by email at investors@dmgblockchain.com.
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, without limitation, statements regarding the anticipated terms of the offering, the anticipated completion of the underwriting agreement and the anticipated terms thereof, the anticipated timing of the closing of the Offering, the anticipated use of the net proceeds of the Offering, the anticipated filing of the prospectus supplement and the anticipated offering of Units in the United States in connection with 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 can, could, would occur or could occur or be achieved. This forward-looking information reflects DMG’s current beliefs and is based on information currently available to DMG Blockchain Solutions Inc. and on assumptions that DMG Blockchain Solutions Inc. believes are reasonable. These assumptions include, but are not limited to, assumptions regarding: the offering, including, but not limited to, the terms of the offering, the entering into of the underwriting agreement and its terms, the timing of the closing of the offering, the use of the net proceeds of the offering, the filing of the prospectus supplement and the offering of units in the United States in connection with the offering; 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: current capital market conditions, risks and uncertainties associated with the digital currency and blockchain industry, equipment failures, lack of supply in equipment, energy and infrastructure, general, economic and competitive affairs. , political and social uncertainties, changes in legislation, including regulatory legislation, affecting digital assets, and lack of skilled and qualified workforce 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.
