NOT FOR DISTRIBUTION TO UNITED STATES NEIT WIRE SERVICES
OR FOR DISTRIBUTION IN THE UNITED STATES
VANCOUVER, British Columbia, May 3, 2021 (GLOBE NEWSWIRE) – DMG Blockchain Solutions Inc. (TSXV: DMGI) (DMGGF: OTCQB) (FSE: 6AX) (“DMG” or the “Company”), a vertically integrated blockchain that Cryptocurrency technology company is pleased to announce that it has completed its previously announced private placement of its common stock (“Common Shares”) with institutional investors and warrants to purchase common stock (“Warrants”) for a total of approximately $ 28.1 million in gross proceeds ( the “private placement”). Under the private placement, the Company has issued 22,297,644 common shares and warrants to purchase up to 22,297,644 common shares at a purchase price of $ 1.26 per common share and the associated warrant. Each warrant entitles the holder to purchase one common share at an exercise price of $ 1.50 per common share anytime on or before May 3, 2024.
HC Wainwright & Co. acted as the exclusive agent for the US private placement. HC Wainwright & Co. received: (i) a cash commission of approximately Cdn 1.54 million (equivalent to 5.5% of the gross proceeds of the private placement) and (ii) 1,226,370 non-transferable compensation certificates (the “Agent Warrants”). Each Agent Warrant entitles the holder to purchase one common share at an exercise price of $ 1.575 per common share anytime on or before May 3, 2024.
The company intends to use the net proceeds from the private placement to expand infrastructure, purchase equipment, software development, expand marketing and sales activities, working capital and general corporate purposes. Details of the intended specific distribution of the proceeds are given in the supplement to the prospectus mentioned below. Further announcements on business development will be made by DMG in due course as they arise.
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The common shares and warrants issued in the private placement qualify by a prospectus supplement under the Company’s base prospectus dated March 1, 2021 (collectively the “Prospectus Supplement”) filed in each of the provinces of Canada except Québec, copies of which can be found in the company profile at www.sedar.com. The common stock and warrants were offered and sold in a private placement in the United States subject to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (“US Securities Act”) and all applicable state securities laws, and in certain other countries in accordance with applicable securities laws. No securities have been offered or sold to Canadian buyers.
The securities issued in the private placement are subject to resale restrictions in the United States under applicable US federal and state laws for securities with no resale restrictions in Canada.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor is any sale of securities made in any jurisdiction in Canada in connection with the private placement.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will any sale of the securities be made in any jurisdiction in which such offer, solicitation or sale is unlawful prior to registration or qualification under securities laws would be such a jurisdiction. This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been and will not be registered under the US Securities Act, and such securities may not be offered or sold in the United States unless they are in accordance with the United States federal regulations. and state securities laws are registered or exempt from these US registration requirements.
About DMG Blockchain Solutions Inc.
DMG is a vertically integrated blockchain and cryptocurrency company that manages, operates and develops end-to-end digital solutions for monetizing the blockchain ecosystem. DMG’s business areas are divided into three main departments: data center operations, data analysis and forensics, and development of corporate blockchains. The operations of DMG’s data center are focused on generating block reward and transaction fee income by mining primarily Bitcoin, as well as providing hosting services for industrial mining customers. DMG’s data analysis and forensics services offer software products with technical know-how such as Blockseer Pool, Mine Manager and Walletscore, as well as collaboration with auditors, law firms and law enforcement agencies. The blockchain technology approved by DMG focuses on the development of business software for supply chain management of controlled products. DMG’s strategy is to become domain experts in all of the business areas that DMG focuses on. DMG’s management team consists of seasoned crypto experts, forensics and finance professionals, as well as blockchain developers with close ties across the industry.
Future changes in network-wide bitcoin mining difficulty or bitcoin hashrate can significantly affect the future performance of DMG’s bitcoin production. Future operating results could also be significantly affected by the price of Bitcoin and an increase in hashrate mining difficulty.
Further information on DMG Blockchain Solutions can be found at: www.dmgblockchain.com.
On behalf of the Board of Directors
Sheldon Bennett, CEO & Director
For further information please contact:
DMG Blockchain Solutions Inc.
Investor Relations Contact:
KERN IR 516-222-2560
For media inquiries:
Jules Abraham, Head of Public Relations
Neither the TSX Venture Exchange nor its regulator (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking information based on current expectations. The forward-looking statements contained in this press release contain statements regarding the intended use of the proceeds from the private placement. Forward-looking statements consist of statements that are not purely historical, including statements about beliefs, plans, expectations, or intentions about the future. Such information can generally be identified by the use of forward-looking phrases such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or their negatives or similar deviations. The reader is cautioned that assumptions made in preparing forward-looking information could prove to be incorrect. Events or circumstances could cause actual results to differ materially from those forecasted by numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the company, including but not limited to the market and others , Volatility of the trading price of common stocks, business, economic and capital market conditions; the ability to manage operating costs that can adversely affect the company’s financial condition; the ability to remain competitive with other better funded competitors developing and releasing competitive products; regulatory uncertainties; Access to equipment; Market conditions as well as demand and pricing for products; bitcoin demand and pricing; Security threats including loss / theft of DMG’s bitcoins; DMG’s relationships with customers, dealers and business partners; the inability to provide more electricity to DMG’s facilities; DMG’s ability to define, design and release new products in a timely and successful manner to meet customer needs. the ability to attract, retain and motivate qualified personnel; Industry competition; the impact of technological changes on products and industry; Inability 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 effects of intellectual property litigation that could materially and adversely affect business; the ability to manage working capital; and the dependence on key personnel. DMG may not achieve its plans, forecasts or expectations. Such statements and information are based on numerous assumptions about 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, that there will be no regulations or laws This prevents the company from running its business, expected costs, the ability to secure sufficient capital to complete its business plans, the ability to achieve goals, and the price of Bitcoin. Given these risks, uncertainties, and assumptions, you should not place undue reliance on these forward-looking statements.
Due to the nature of DMG’s business, DMG’s securities are considered highly speculative.
Factors that could cause actual results to differ materially from those indicated in any forward-looking statement include failure to obtain regulatory approval, continued availability of capital and funds, equipment failures, lack of equipment, power and infrastructure as well as failure to obtain permits required to operate the 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, secure equipment and recruit staff, Competition, security threats including stolen bitcoins from DMG or its customers, consumer sentiment towards DMG’s products, services and blockchain technology in general, failure to develop new and innovative products, litigation, increase the operating costs, the increase in equipment and labor costs, the decrease in the Bitcoin price, the failure of the counterparties to provide their services, contractual obligations, government regulations, loss of key employees and consultants as well as general environmental, market or business conditions. Forward-looking statements in this press release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on forward-looking information. The forward-looking statements contained in this press release speak as of the date of this press release. Unless required by law, the company disclaims any intention and undertakes no obligation to update or revise any forward-looking statements as a result of new information, future events or for any other reason. In addition, the company assumes no obligation to comment on the expectations or statements of third parties with regard to the above-mentioned matters.