Not for distribution to United States newswire companies or for launch, publication, distribution or dissemination, immediately or not directly, in complete or partly, in or into the US.
TORONTO, Feb. 02, 2021 (GLOBE NEWSWIRE) — Tokens.com Inc. (“Tokens”) and COIN Hodl Inc. (TSXV: COIN) (“COIN”) are happy to announce that Tokens has entered into an settlement dated January 25, 2021 with a syndicate of brokers led by Stifel GMP and Canaccord Genuity Corp., and together with PowerOne Capital Markets, Echelon Wealth Companions, Eventus Capital Corp, Richardson Wealth, Gravitas Securities and Regent Capital Companions, to finish a brokered non-public placement financing (the “Providing”) of subscription receipts of Tokens (the “Subscription Receipts”). The Providing is predicted to boost gross proceeds of roughly $20.0 million.
Every Subscription Receipt shall entitle the holder thereof to obtain, upon satisfaction or waiver of sure escrow launch situations previous to the escrow launch deadline, together with all situations precedent to the completion of the proposed reverse takeover transaction between Tokens and COIN (the “Transaction”), and with out fee of further consideration, one frequent share of Tokens. Concurrent with the completion of the Transaction, every Tokens share underlying the Subscription Receipts will probably be exchanged for frequent shares of COIN in accordance with the phrases of the Transaction. Extra particulars relating to the phrases of the Providing, together with the value per Subscription Receipt, the mixture variety of Subscription Receipts to be supplied and the escrow launch deadline, will probably be disclosed in a subsequent information launch previous to the closing of the Providing.
Upon completion of the Transaction, the online proceeds of the Providing are anticipated to be deployed into Proof-of-Stake expertise purposes offering safety and transaction validation companies to sure blockchain-based digital property, and likewise used for working capital and basic company functions. Buying and selling within the securities of COIN is predicted to stay halted till the completion of the Transaction.
Not one of the securities to be issued in reference to the Transaction or the Personal Placement have been, or will probably be, registered underneath the US Securities Act of 1933, as amended (the “1933 Act”), or any state securities legal guidelines, and is probably not supplied or bought inside the US or to any U.S. Particular person (as outlined in Regulation S underneath the 1933 Act) except registered underneath the 1933 Act and relevant state securities legal guidelines or an exemption from such registration is accessible. This press launch doesn’t represent a proposal to promote or a solicitation of a proposal to purchase any securities in any jurisdiction the place such supply or solicitation could be illegal, together with the US.
Completion of the Transaction is topic to a lot of situations, together with however not restricted to, acceptance of the TSX Enterprise Trade (the “Trade”) and if relevant, disinterested shareholder approval. The place relevant, the Transaction can’t shut till the required shareholder approval is obtained. There might be no assurance that the Transaction will probably be accomplished as proposed or in any respect.
Traders are cautioned that, besides as disclosed within the administration data round or submitting assertion to be ready in reference to the Transaction, any data launched or acquired with respect to the Transaction is probably not correct or full and shouldn’t be relied upon. Buying and selling within the securities of COIN must be thought-about extremely speculative.
The Trade has by no means handed upon the deserves of the proposed Transaction and has neither accredited nor disapproved the contents of this information launch.
For additional data, please contact:
Neither TSX Enterprise Trade nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Trade) accepts duty for the adequacy or accuracy of this launch.
ABOUT TOKENS.COM INC.
Tokens.com is a Proof-of-Stake (PoS) expertise firm that powers digital asset transactions, together with Decentralized Finance (DeFi) purposes. Its founding workforce contains blockchain entrepreneurs, Andrew Kiguel, co-founder and former CEO of Hut 8 Mining Corp, certainly one of North America’s largest bitcoin miners, and Trevor Koverko, founder and CEO of Polymath, one of many world’s main safety token platforms. Tokens offers traders with entry and publicity to PoS, a sustainable course of that powers digital asset transactions.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This information launch accommodates “forward-looking data” and “forward-looking statements” (collectively, “forward-looking statements”) throughout the that means of relevant Canadian securities legal guidelines. All statements apart from statements of historic reality are forward-looking statements, and are primarily based on expectations, estimates and projections as on the date of this information launch. Any assertion that entails discussions with respect to predictions, expectations, beliefs, plans, projections, goals, assumptions, future occasions or efficiency (usually utilizing phrases reminiscent of “expects”, “anticipates”, “plans”, “finances”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends”, or variations of such phrases and phrases, or stating that sure actions, occasions or outcomes “could” or “might”, “would”, “may” or “will” be taken to happen or be achieved, will not be statements of historic reality and could also be forward-looking statements. On this information launch, forward-looking statements relate, amongst different issues, to the phrases of the proposed Providing and the proposed use of proceeds of the Providing. Ahead-looking statements are essentially primarily based upon a lot of estimates and assumptions that, whereas thought-about cheap, are topic to identified and unknown dangers, uncertainties and different elements which can trigger precise outcomes and future occasions to vary materially from these expressed or implied by such forward-looking statements. Such elements embrace: basic enterprise, financial, aggressive, political and social uncertainties; delay or failure to obtain any mandatory board, shareholder or regulatory approvals, together with the approval of the Trade; the danger that the Trade could not approve the Transaction; the danger that the escrow launch situations associated to the Subscription Receipts is probably not glad previous to the relevant deadline; that elements could happen which impede or stop Tokens’ future enterprise plans; and different elements past the management of COIN and Tokens. There might be no assurance that such statements will show to be correct, as precise outcomes and future occasions might differ materially from these anticipated in such statements. Accordingly, readers shouldn’t place undue reliance on the forward-looking statements and data contained on this information launch. The phrases and situations of the Transaction and the Providing could change primarily based on the receipt of tax, company and securities regulation recommendation for every of the events. Besides as required by regulation, COIN and Tokens assume no obligation to replace the forward-looking statements, whether or not they change because of new data, future occasions or in any other case, besides as required by regulation.
