HashChain Technology to Acquire Established
Blockchain Technology Company NODE40
Vancouver, BC -- January 30,
2018 -- InvestorsHub NewsWire -- HashChain Technology
Inc. (TSXV: KASH) (OTCQB: HSSHF)
(“HashChain” or
the "Company") today announced that the Company
has entered into an agreement to acquire blockchain technology
company, NODE40 LLC, (the “NODE40 Business” or
NODE40) which includes a team of experienced
blockchain experts and software engineers. This acquisition marks
HashChain’s initial move to diversify its crypto-currency mining
strategy with blockchain based solutions.
Terms of the
Agreement
Under the asset purchase agreement for
the acquisition of the Node40 Business (the “APA”), HashChain will
acquire the NODE40 Business for a purchase price comprised of
US$8,000,000 in cash, payable as to US$4,000,000 at closing
(subject to a closing adjustment provision), and US$2,000,000 on
each of 180 days and one year following the closing date, and
a total of 3,144,134 common shares in the capital of HashChain
(“Shares”), to be issued in the following amounts and on the
following dates (each, an “Issue Date”): (i) 1,800,000
Shares on the closing date, (ii) 700,247 Shares on the date that is
180 days following the closing date; and (iii) 643,887
Shares on the one-year anniversary of the closing date,
subject to NODE40s option to receive cash in lieu of up to 30% of
the shares issuable pursuant to (ii) and (iii) above to a maximum
of $600,000 USD for (ii) and $600,000 USD for (iii) above.
The acquisition of the NODE40 Business
is subject to customary closing conditions, including the approval
of the TSX Venture Exchange.
NODE40’s business comprises two major
segments including 1) Cryptocurrency accounting solution for
cryptocurrency trading, and 2) Masternode hosting.
Cryptocurrency Accounting
Solution
NODE40 Balance
is a robust cryptocurrency reporting
software that integrates directly with certain major cryptocurrency
exchanges. Members of the blockchain community transacting in,
trading, or mining digital currency, have likely triggered a
taxable event and can be unaware of how to properly disclose these
transactions to the government. With a cryptocurrency market size
of $537 billion, (more than JP Morgan’s value as reported by CNBC),
government intervention into the cryptocurrency market is certain
as is the need for more defined accounting solutions. To
address a strict regulatory environment, NODE40 uses a
coin-holder’s transaction history and analyzes the blockchain to
determine accurate valuations for every input and output comprising
a transaction. Once a value has been assigned to every transaction,
the service can report the current total asset value, income, and
any realized gains or losses. It is expected that a greater number
of countries will join those that have already imposed a higher
degree of regulation like Australia, Israel, South Africa and
others. NODE40 Balance is strategically positioned to work
directly with tax authorities globally to adapt to their specific
requirements.
Coinbase, one of the leading exchanges
for cryptocurrencies with billions of dollars exchanged on its
platform, recently received a court order from the Internal Revenue
Service (“IRS”), to hand over
information on all
customers who made a transaction worth $20,000 or more between 2013
and 2015, which is estimated to total 8.9 million transactions
impacting more than 14,000 different account holders, according to
Forbes.com.
“Cryptocurrency mining remains an
important focus for HashChain, as we continue to acquire more Rigs
and generate revenue on a large scale. The acquisition of the
NODE40 Business is an important next step of creating a global
blockchain technology company,” said Patrick Gray, CEO and Founder
of HashChain. “Cryptocurrency accounting and reporting for tax
purposes is a major concern in the industry at the moment. The
recent Coinbase subpoena from the IRS highlights the significant
need for the software developed by NODE40.”
Masternode Hosting
Services
NODE40 also provides Dash
masternode hosting services. The company frees cryptocurrency
investors from the technical hurdles and time investment needed to
run Dash masternodes. Masternodes are full blockchain nodes that
run the Dash blockchain and provide services to the network, such
as locking transactions with InstantSend and voting on budget
funding. Masternodes require a 1,000 Dash collateral, and an
ability to run 24 hours a day without exceeding a one hour
connection loss. Masternodes get paid 45% of the monthly block
reward as incentive for providing services to the network. As
part of the acquisition of the NODE40 business, NODE40 will pay to
HashChain certain masternode rewards earned over the 26 months
following the closing.
Additions to the HashChain
Team
Perry Woodin, co-founder of NODE40 and
current HashChain advisor, is now the Company's new Chief Strategy
Officer (CSO). Woodin will be instrumental in making decisions on
the direction of HashChain as the company continues to scale their
mining operations and invest in other important businesses related
to blockchain technology. Woodin has extensive knowledge of Dash
and other forms of cryptocurrency, and is considered an authority
in the field of cryptocurrency accounting. He is one of two
advisory members to Dash, the twelfth largest cryptocurrency ranked
according to market capitalization, and an active participant in
the cryptocurrency community.
“The acquisition of NODE40 by
HashChain means we can rapidly grow our Blockchain service
offerings,” said Perry Woodin. “We will be able to accelerate the
integration of additional incentivized Blockchain applications into
our hosting service. We expect to expand the NODE40
Balance accounting service to support additional transparent
blockchains and integrate with many more exchanges.”
Joining Woodin from NODE40 is Sean
Ryan, co-founder and Chief Technology Officer (CTO) of NODE40. Ryan
is now the CTO of HashChain, bringing his expertise as an industry
leader in the development of blockchain infrastructure services and
cryptocurrency accounting. Under Ryan’s technical guidance,
HashChain will scale its service offerings to meet the demand of
this growing industry.
“HashChain’s acquisition of NODE40
brings together two complimentary organizations in the blockchain
industry,” said Sean Ryan. “I am excited about leading the
technical discussions required to support the rapid growth and
acceleration of our infrastructure services and our increasingly
important blockchain accounting service.”
About HashChain Technology
Inc.
HashChain is a blockchain technology
company, and the first publicly traded (TSXV:KASH)
(OTCQB:
HSSHF) Canadian
cryptocurrency mining company to file a final prospectus supporting
highly scalable and flexible mining operations across all major
cryptocurrencies. HashChain taps low-cost North American power,
cool climate and high-speed Internet: the trifecta most critical to
mining success, to create a competitive position for maximizing the
number of mining 'wins.' HashChain currently operates 100 Dash
mining Rigs, has purchased 770 Bitcoin Rigs and has entered into a
purchase order for an additional 5,000 Rigs. Once all Rigs are
operational HashChain will be consuming approximately 8.7 megawatts
of power. HashChain also acquired a Dash Masternode for
approximately USD $280,000 which requires a collateral investment
of 1,000 Dash coins. NODE40 is an established blockchain technology
company which comprises of two major segments including 1)
Cryptocurrency accounting solution for cryptocurrency trading, 2)
Masternode hosting services. HashChain is based in Vancouver,
British Columbia. HashChain Mining is a wholly owned subsidiary of
HashChain Technology Inc. based out of Albany, New York.
On Behalf of the Board,
Patrick Gray
CEO & Director
For Further information please contact:
HashChain Technology Inc.
Larry Heinzlmeir
Vice President, Marketing & Communications
Larry@HashChain.ca
604-537-8676
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 release.
Cautionary Note Regarding Forward Looking Statements: Certain
disclosure in this release, including statements regarding the
acquisition by the Company of the NODE40 Business and GCPA (the
“Transactions”), including the anticipated benefits to the Company
of the Transactions, the performance of 5,000 Rigs ordered by the
Company, the expected timing of delivery and installation of 770
Rigs and expectations regarding future operations may constitute
forward-looking statements. In making the forward-looking
statements in this release, the Company has applied certain factors
and assumptions that are based on the Company's current beliefs as
well as assumptions made by and information currently available to
the Company, including that all conditions to the closing of the
Transactions will be satisfied, including receipt of all required
approvals, and the Transactions will complete on the terms set out
in the APA and the SPA, the acquisition of the NODE40 Business will
have the benefits to the Company anticipated by management, the
5,000 Rigs will be successfully ordered and delivered, the 5,000
Rigs will perform as expected by management and the timing,
installation and performance of the 770 Rigs will be consistent
with management's expectations. Although the Company considers
these assumptions to be reasonable based on information currently
available to it, they may prove to be incorrect, and the
forward-looking statements in this release are subject to numerous
risks, uncertainties and other factors that may cause future
results to differ materially from those expressed or implied in
such forward-looking statements. Such risk factors may include,
among others, the risk that the conditions to the closing of the
Transactions will not be satisfied, including the risk that
required approvals are not obtained, and that the Transactions will
not complete on the terms set out in the APA and the SPA or at all,
the risk that the Transactions, if closed, will not result in the
anticipated benefits to the Company; the risk that the 5,000 Rigs
will not be successfully ordered from the manufacturer or, if so
ordered, that the Rigs will not be delivered to the Company when
expected by management or at all, the risk that the 5,000 Rigs will
not perform as expected by management and the risk that the 770
Rigs will not be delivered to the Company or that the timing of the
delivery and installation or the performance of the 770 Rigs will
not be as expected by management. Readers are cautioned not
to place undue reliance on forward-looking statements. The Company
does not intend, and expressly disclaims any intention or
obligation to, update or revise any forward-looking statements
whether as a result of new information, future events or otherwise,
except as required by law.
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