NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
This news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated February 2, 2021 to its short form base shelf prospectus dated January 27, 2021.
HIVE Blockchain Technologies Ltd. is pleased to announce that it has entered into an agreement with Stifel GMP as lead underwriter and sole bookrunner to include a syndicate of underwriters (the “Underwriters”), whereby the Underwriters will purchase, on a bought-deal basis, 16,670,000 special warrants of the Company (the “Special Warrants”) at a price of $6.00 per Special Warrant for aggregate gross proceeds to the Company of $100,020,000 (the “Offering”). The completion of the Offering will be subject to receipt of all necessary regulatory and corporate approvals or consents.
The Company will grant the Underwriters an option to increase the size of the Offering by up to an additional 15% of the Special Warrants sold under the Offering, exercisable in whole or in part, at any time and from time to time up to 48 hours prior to the Closing Date (as hereinafter defined).
Each Special Warrant shall entitle the holder thereof to receive, subject to adjustment in certain circumstances and the Penalty Provision (as defined below), and without payment of additional consideration, one (1) unit of the Company (each a “Unit”) upon the exercise or deemed exercise of each Special Warrant. Each Unit shall consist of one (1) common share of the Company (a “Unit Share”) and one-half (0.5) of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one common share of the Company (a “Warrant Share”) at a price of $6.00 per Warrant Share for a period of 36 months following the closing of the Offering. The Special Warrants will be exercisable by the holders thereof at any time after the Closing Date for no additional consideration. All unexercised Special Warrants shall be deemed exercised on behalf of, and without any required action on the part of, the holders (including payment of additional consideration) on the earlier of:
| (i) | the second business day following the date on which a final receipt is obtained from the British Columbia Securities Commission (the “BCSC”), as principal regulator on behalf of the securities regulatory authorities in each Province of Canada, except Québec , for a (final) short form prospectus qualifying the distribution of the Unit Shares and Warrants to be issued upon exercise of the Special Warrants (the “Qualification Date”); and | ||
| (ii) | 4:59 p.m. (Toronto time) on the date which is four months and a day following the Closing Date (the “Qualification Deadline”). |
In the event the Qualification Date has not occurred on or before the date that is 45 days following the Closing Date (the “Penalty Date”), each outstanding Special Warrant shall thereafter entitle the holder to receive, upon the exercise or deemed exercise of each Special Warrant, for no additional consideration, 1.1 Units (the “Penalty Provision”).
The Company anticipates the net proceeds of the Offering will be used for a program of data centre development and miner / ASIC acquisition to increase hashrate by on one Exahash per second, working capital requirements and other general corporate purposes.
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In consideration for their services, the Underwriters will receive a cash commission equal to 6% of the gross proceeds of the Offering.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
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