Tokens.com Inc. (“
Tokens”) and COIN Hodl Inc.
(TSXV: COIN) (“
COIN”) are pleased to announce that
Tokens has entered into an agreement dated January 25, 2021 with a
syndicate of agents led by Stifel GMP and Canaccord Genuity Corp.,
and including PowerOne Capital Markets, Echelon Wealth Partners,
Eventus Capital Corp, Richardson Wealth, Gravitas Securities and
Regent Capital Partners, to complete a brokered private placement
financing (the “
Offering”) of subscription
receipts of Tokens (the “
Subscription Receipts”).
The Offering is expected to raise gross proceeds of approximately
$20.0 million.
Each Subscription Receipt shall entitle the
holder thereof to receive, upon satisfaction or waiver of certain
escrow release conditions prior to the escrow release deadline,
including all conditions precedent to the completion of the
proposed reverse takeover transaction between Tokens and COIN (the
“Transaction”), and without payment of additional
consideration, one common share of Tokens. Concurrent with the
completion of the Transaction, each Tokens share underlying the
Subscription Receipts will be exchanged for common shares of COIN
in accordance with the terms of the Transaction. Additional details
regarding the terms of the Offering, including the price per
Subscription Receipt, the aggregate number of Subscription Receipts
to be offered and the escrow release deadline, will be disclosed in
a subsequent news release prior to the closing of the Offering.
Upon completion of the Transaction, the net
proceeds of the Offering are expected to be deployed into
Proof-of-Stake technology applications providing security and
transaction validation services to certain blockchain-based digital
assets, and also used for working capital and general corporate
purposes. Trading in the securities of COIN is expected to remain
halted until the completion of the Transaction.
None of the securities to be issued in
connection with the Transaction or the Private Placement have been,
or will be, registered under the United States Securities Act of
1933, as amended (the “1933 Act”), or any state
securities laws, and may not be offered or sold within the United
States or to any U.S. Person (as defined in Regulation S under the
1933 Act) unless registered under the 1933 Act and applicable state
securities laws or an exemption from such registration is
available. This press release does not constitute an offer to sell
or a solicitation of an offer to buy any securities in any
jurisdiction where such offer or solicitation would be unlawful,
including the United States.
Completion of the Transaction is subject to a
number of conditions, including but not limited to, acceptance of
the TSX Venture Exchange (the “Exchange”) and if
applicable, disinterested shareholder approval. Where applicable,
the Transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as
disclosed in the management information circular or filing
statement to be prepared in connection with the Transaction, any
information released or received with respect to the Transaction
may not be accurate or complete and should not be relied upon.
Trading in the securities of COIN should be considered highly
speculative.
The Exchange has in no way passed upon the
merits of the proposed Transaction and has neither approved nor
disapproved the contents of this news release.
For further information, please contact:
COIN Hodl Inc.Ben CubittChief Executive
OfficerTelephone: (416) 479-5407Email: ir@coinhodlinc.com |
Tokens.com Inc.Andrew Kiguel, Chief Executive
OfficerEmail: contact@tokens.comMedia Contact:Megan Stangl – Talk
Shop MediaEmail: Megan@talkshopmedia.com |
Neither 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 release.
ABOUT TOKENS.COM INC.
Tokens.com is a Proof-of-Stake (PoS) technology
company that powers digital asset transactions, including
Decentralized Finance (DeFi) applications. Its founding team
includes blockchain entrepreneurs, Andrew Kiguel, co-founder and
former CEO of Hut 8 Mining Corp, one of North America’s largest
bitcoin miners, and Trevor Koverko, founder and CEO of Polymath,
one of the world’s leading security token platforms. Tokens
provides investors with access and exposure to PoS, a sustainable
process that powers digital asset transactions.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING INFORMATION:
This news release contains “forward-looking
information” and “forward-looking statements” (collectively,
“forward-looking statements”) within the meaning of applicable
Canadian securities laws. All statements other than statements of
historical fact are forward-looking statements, and are based on
expectations, estimates and projections as at the date of this news
release. Any statement that involves discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often using phrases such
as “expects”, “anticipates”, “plans”, “budget”, “scheduled”,
“forecasts”, “estimates”, “believes” or “intends”, or variations of
such words and phrases, or stating that certain actions, events or
results “may” or “could”, “would”, “might” or “will” be taken to
occur or be achieved, are not statements of historical fact and may
be forward-looking statements. In this news release,
forward-looking statements relate, among other things, to the terms
of the proposed Offering and the proposed use of proceeds of the
Offering. Forward-looking statements are necessarily based upon a
number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties
and other factors which may cause actual results and future events
to differ materially from those expressed or implied by such
forward-looking statements. Such factors include: general business,
economic, competitive, political and social uncertainties; delay or
failure to receive any necessary board, shareholder or regulatory
approvals, including the approval of the Exchange; the risk that
the Exchange may not approve the Transaction; the risk that the
escrow release conditions related to the Subscription Receipts may
not be satisfied prior to the applicable deadline; that factors may
occur which impede or prevent Tokens’ future business plans; and
other factors beyond the control of COIN and Tokens. There can be
no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on the forward-looking statements and
information contained in this news release. The terms and
conditions of the Transaction and the Offering may change based on
the receipt of tax, corporate and securities law advice for each of
the parties. Except as required by law, COIN and Tokens assume no
obligation to update the forward-looking statements, whether they
change as a result of new information, future events or otherwise,
except as required by law.
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