Not for distribution to U.S. news wire services or dissemination in the United States
Vancouver, B.C., June 10, 2021. MineHub Technologies Inc. (“MineHub” or the “Company”) is pleased to announce that, on June 10, 2021, it completed a brokered private placement of subscription receipts of the Company (“Subscription Receipts”) at a price of $1.00 per Subscription Receipt for aggregate gross proceeds of $9,200,000 (the “Offering”). The Offering was led by Haywood Securities Inc. (the “Lead Agent”), along with a syndicate of agents including BMO Nesbitt Burns Inc., Canaccord Genuity Corp. and Red Cloud Securities Inc. (collectively with the Lead Agent, the “Agents”).
Concurrent with the Offering, MineHub completed a non-brokered private placement of Subscription Receipts (the “Concurrent Private Placement”) at a price of $1.00 per Subscription Receipt for aggregate gross proceeds of $919,350.
Each Subscription Receipt shall be automatically exchanged, without any further action by the holder of such Subscription Receipt (and for no additional consideration), for one common share in the capital of the Company (each, an “Underlying Share”), upon the satisfaction of certain escrow release conditions (the “Escrow Release Conditions”), including (a) the receipt for a final prospectus qualifying the Underlying Shares (the “Qualifying Prospectus”) and (b) the conditional approval from the TSX Venture Exchange to list the outstanding common shares and the Underlying Shares (the “Exchange Approval”).
The gross proceeds of the Offering and the Concurrent Private Placement, net of the Agents’ expenses and 50% of the Agents’ commission and fees (the “Escrowed Funds“), are being held in escrow pursuant to the terms of a subscription receipt agreement dated effective June 10, 2021 between MineHub, the Lead Agent and Odyssey Trust Company, as registrar and transfer agent for the Subscription Receipts and as escrow agent for the Escrowed Funds (the “Subscription Receipt Agreement“). Upon the satisfaction or waiver of the Escrow Release Conditions, the Escrowed Funds together with any interest earned thereon, will be released to MineHub (and the Agents in respect of the remaining Agents’ commission and fees) in accordance with the terms set out in the Subscription Receipt Agreement. If the Escrow Release Conditions are not satisfied or waived, the Subscription Receipts will be cancelled without any further action and the Escrowed Funds together with any interest earned thereon will be returned to subscribers on a pro rata basis.
The Company expects to use the proceeds from the Offering and the Concurrent Private Placement for the development of its blockchain platform and related enterprise solutions, general and administrative expenses and working capital purposes.
The Company is also pleased to announce that it has filed and obtained a receipt for a preliminary long form prospectus (the “Preliminary Prospectus“) with the British Columbia Securities Commission, pursuant to which the Company proposes to qualify the Underlying Shares. The Preliminary Prospectus is still subject to completion or amendment. A copy of the Preliminary Prospectus is available under the Company’s profile at www.sedar.com.
The securities offered pursuant to the Offering and the Concurrent Private Placement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
MineHub is an open, enterprise-grade platform for digital trade, bringing efficiency, security and responsibility to mining and metals supply chains. MineHub connects the many parties involved in a physical commodity transaction in a digitally integrated workflow, operating on the basis of shared information. Users of MineHub are in full control of their supply chains, enabling them to optimize their use of resources, respond better and faster to customer needs and have confidence in the resilience, security and compliance of their operations.
CEO, MineHub Technologies Inc.