DMG Blockchain Solutions Announces Closing of $ 28.1 Million Private CDN Placement with Institutional Investors
NOT FOR DISTRIBUTION IN THE UNITED STATES NEWS SERVICE OR FOR DISTRIBUTION IN THE UNITED STATES VANCOUVER, British Columbia, May 3, 2021 (GLOBE NEWSWIRE) – DMG Blockchain Solutions Inc. (TSXV: DMGI) (DMGGF: OTCQBAX) (FSE: 6) (“DMG” or “Company”), a vertically integrated blockchain and cryptocurrency company, is pleased to announce that it has closed a previously announced private placement for institutional investors of its common shares (“Common Shares”) and guarantees their purchase. ordinary shares (“Warrants”) for the Company’s aggregate gross revenues of approximately CAD 28.1 million (“Private Placement”). In accordance with the private placement, the Company issued 22,297,644 ordinary shares and warrants to purchase up to 22,297,644 ordinary shares at a purchase price of CAD 1.26 per ordinary share and a corresponding warrant. Each warrant entitles its holder to purchase one Common Share at a strike price of CAD 1.50 per Common Share on or before May 3, 2024. HC Wainwright & Co. acted as the exclusive accommodation agent for private accommodation in the United States. HC Wainwright & Co. received: (i) cash commission of approximately CAD 1.54 million (equivalent to 5.5% of gross proceeds from private placement) and (ii) 1,226,370 non-transferable offset warrants (“Agent Guarantors”). Each agency warrant entitles its holder to purchase one Common Share at a strike price of CAD 1.575 per Common Share at any time on or before May 3, 2024. The company intends to use the net proceeds from the private placement to expand infrastructure and equipment. purchasing, software development, marketing and sales expansion, working capital and general corporate goals. Details of the anticipated specific revenue distribution are disclosed in the Prospectus Appendix below, and further business development announcements will be made by DMG in due course as they become available. Ordinary shares and warrants issued as part of a private offering have been qualified by a prospectus supplement in accordance with the Company’s main prospectus dated March 1, 2021 (collectively, the “Prospectus Supplement”) filed in each of the provinces of Canada other than Quebec, copies of which are available on the Company’s profile at www.sedar.com. Ordinary shares and warrants were offered and sold in the United States on a private placement subject to exemptions from the registration requirements of the 1933 United States Securities Act, as amended (“United States Securities Act”) and all applicable state securities laws. as well as in certain other jurisdictions in accordance with applicable securities laws. No securities were offered or sold to Canadian buyers. Securities issued under a private offering are subject to restrictions on resale in the United States in accordance with applicable US federal and state securities laws without restrictions on resale in Canada. This press release does not constitute an offer to sell or an invitation to an offer to buy, nor is it permitted to sell any securities in any jurisdiction of Canada in connection with a private offering. This press release must not constitute an offer to sell or a solicitation for an offer to buy, nor must there be any sale of securities in any jurisdiction in which such an offer, solicitation or sale would be illegal prior to registration or qualification under the securities. any such jurisdiction. This press release does not constitute an offer of securities for sale in the United States. Offered securities have not been and will not be registered under the U.S. Securities Act, and such securities may not be offered or sold in the United States without registration under U.S. federal and state securities laws or applicable exemptions from such requirements. registration in the USA. … About DMG Blockchain Solutions Inc. DMG is a vertically integrated blockchain and cryptocurrency company that manages, operates and develops end-to-end digital solutions to monetize the blockchain ecosystem. DMG’s business is divided into three main divisions: data center operations, data analytics and forensics, and enterprise blockchain development. DMG data center operations focus on generating block rewards and transaction fees from mining, mainly bitcoin, as well as providing hosting services for industrial mining customers. DMG’s Data Analysis and Forensics Services provide technical forensic software products such as Blockseer Pool, Mine Manager and Walletscore, as well as work with auditors, law firms and law enforcement agencies. The approved DMG blockchain technology is focused on the development of enterprise software for supply chain management of controlled products. DMG’s strategy is to become experts in the field of business in which it operates. The DMG management team includes seasoned crypto experts, forensic and financial professionals, as well as blockchain developers with close ties to the industry. Future changes in the mining difficulty level of the Bitcoin network or the bitcoin hashrate could have a significant impact on the future performance of DMG’s bitcoin production, and future operating results could also be significantly affected by the price of bitcoins and the increase in hashrate mining difficulty. For more information on DMG Blockchain solutions visit: www.dmgblockchain.com. On behalf of the Board of Directors Sheldon Bennett, CEO and Director For more information, contact: DMG Blockchain Solutions Inc. www.dmgblockchain.com Investor Relations Contact: CORE IR 516-222-2560 For Media Inquiries: Jules Abraham, Head of Public Affairs CORE [email protected] Neither TSX Venture Capital Exchange nor its Regulatory Service Provider (like this term as defined in TSX Venture Exchange policy) accepts responsibility for the adequacy or accuracy of this press release. Cautionary note regarding forward-looking information This press release contains forward-looking information based on current expectations. The forward-looking statements contained in this press release include statements of the intended use of the proceeds from the private placement. Forward-looking statements are made up of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions for the future. Such information can usually be identified using forward-looking language such as “may,” “expect,” “estimate,” “expect,” “intend,” “believe,” and “continue,” or their negative or similar variations. We warn the reader that the assumptions used in the preparation of any forward-looking information may turn out to be incorrect. Events or circumstances could cause actual results to differ materially from those projected as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company, including but not limited to market and other factors. conditions, volatility of the trading price of the Common Shares, business, economic conditions and market conditions; the ability to manage operating expenses that may adversely affect the financial condition of the Company; the ability to remain competitive while other more funded competitors develop and manufacture competitive products; regulatory uncertainties; access to equipment; market conditions, demand and prices for products; demand and prices for bitcoins; security threats including loss / theft of DMG bitcoins; DMG’s relationship with its customers, distributors and business partners; inability to add more power to DMG facilities; DMG’s ability to successfully identify, develop and timely release new products that meet customer needs; the ability to attract, retain and motivate qualified personnel; industry competition; the impact of technological changes on products and the industry; failure to develop new and innovative products; the ability to successfully maintain and enforce our intellectual property rights and defend third party claims for infringement of their intellectual property rights; the impact of intellectual property litigation that could materially and adversely affect the business; ability to manage working capital; and dependence on key personnel. DMG may not meet its plans, forecasts or expectations. Such statements and information are based on numerous assumptions regarding current and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, the ability to successfully develop software, and the absence of any regulations or laws. which will prevent the Company from running its business, the expected costs, the ability to secure sufficient capital to carry out its business plans, the ability to achieve the goals and the price of bitcoins. Given these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. DMG securities are considered highly speculative due to the nature of DMG’s business. Factors that could cause actual results to differ materially from those indicated in the forward-looking statements include: failure to obtain regulatory approval, continued availability of capital and funding, equipment failures, lack of supplies of equipment, electricity and infrastructure, failure in obtaining any permits. necessary to conduct business, the impact of technological changes on the industry, the impact of Covid-19 or other viruses and diseases on the Company’s ability to operate, protect equipment and hire personnel, competition, security threats, including stolen bitcoins from DMG or customers, consumer attitudes towards products, services and DMG blockchain technologies in general, failure to develop new and innovative products, litigation, increased operating costs, increased equipment and labor costs, lower bitcoin prices, inability of counterparties to fulfill their contractual obligations, government regulations, loss of key employees and consultants, and also general environmental nominal, market or business conditions. The forward-looking statements contained in this press release are expressly set forth in this disclaimer. The reader is cautioned not to place undue reliance on any forward-looking information. Forward-looking statements contained in this press release are made as of the date of this press release. Except as otherwise provided by law, the Company disclaims any intent and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition, the Company assumes no obligation to comment on the expectations or statements of third parties in relation to the issues discussed above.