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Block One Capital Inc., an investment company focused on high growth opportunities in the blockchain sector, is pleased to announce that it has signed a definitive agreement (the “Agreement”) with HashChain Technology Inc. (“HashChain”) for the sale to HashChain of its 90% interest in TG12 Ventures Inc. (“TG12”).
TG12 owns one-thousand S9 Antminer Rigs (“Rigs”) of which one-hundred are currently operational at a mining facility in Montana, USA, with the remaining nine-hundred expected to be operational by or about the end of the quarter. Pursuant to the Agreement, HashChain will acquire 100% of TG12 in exchange for 8.9 million shares of HashChain (“HashChain Shares”) at a deemed price of $0.35. Block One will receive all of the HashChain Shares issued pursuant to the Agreement.
Block One has agreed to voluntarily escrow its HashChain Shares, whereby 30% of its shares will be released 60 days following the closing date, and 30% will be released 90 days following the closing date. A total of 40% of Block One’s HashChain Shares will not be subject to any voluntary escrow. The transaction is subject to customary closing conditions, including the completion of satisfactory due diligence by HashChain and the receipt of TSX Venture Exchange approval. Closing is expected to occur as soon as possible after the closing conditions are satisfied.
“Based on the data points available to Block One, we drew the conclusion that the future will be dominated by large-scale mining operators who are able to achieve meaningful economies of scale. It became clear that it was unlikely that TG12 would be able to compete effectively in that rapidly approaching future. Therefore, this deal with HashChain allows Block One to receive 8.9 million HashChain Shares and gain exposure to HashChain’s greater anticipated operating scale which, following this transaction, will be a reported total of 4,870 Rigs, which is equivalent of approximately 7 megawatts,” said Sothi Thillairajah, CEO of Block One.
As consideration for the minority shareholder’s interest in TG12, the shareholder will acquire 120 Canaan Avalon B21 Bitcoin Miners and certain related assets owned by TG12, which assignment is planned to take place immediately prior to closing of the Agreement, and Block One will settle an inter-company loan initially advanced to TG12 in connection with the acquisition of the miners.