Parlane Resource Corp. (TSXV:PPP) (“Parlane” or the “Company”)
announces that it has entered into a binding letter agreement
whereby it will engage a third party to host cryptocurrency mining
activities on behalf of Parlane.
Pursuant to the agreement dated January 9, 2018,
Parlane will initially acquire 500 S9 Antminer mining rigs, and
will engage a Quebec based company (the “Provider”) to set-up, host
and operate the cryptocurrency mining activities. In exchange for
such services, the Provider will receive (i) 6,000,000 shares of
Parlane, and (ii) 10% of all net profits generated by the mining
activities. Parlane will be responsible for all operating
costs, to be at an all-in cost of US$0.10 per kilowatt hour per
mining rig. Parlane may add additional mining rigs from time
to time. The shares of the Company to be received by the
Provider will be subject to resale restrictions such that 1,000,000
shares will be restricted for four months, 2,500,000 shares will be
restricted for six months, and 2,500,000 shares will be restricted
for 12 months.
The above transactions will constitute a change
of business for Parlane, as such term is defined in TSX Venture
Exchange policies, in that Parlane will be involved in mining for
cryptocurrencies rather than exploring for minerals.
Consequently:
(a) the Company has halted
trading of its common shares; and trading will remain halted until
the transactions have closed;
(b) closing of the
transactions (including issuance of shares to the Provider) is
subject to the approval of the TSX Venture Exchange (“TSXV”);
(c) closing of the
transactions is also subject to the approval of the Company’s
shareholders. In this regard, Parlane anticipates it will
obtain such approval by way of consent resolution; and
(d) Parlane will prepare and
file a TSXV Filing Statement, in the prescribed form.
The transactions with the Provider were
negotiated at arm’s length. The shares issued to the
corporate Provider will be re-distributed by it to its
shareholders, such that there will be no new control blocks or
insiders created. There will be no change in the board of
directors of Parlane, and no change of management. As such,
no new escrow of any new or previously issued shares is expected to
occur. Closing of the transactions is subject to a number of
conditions precedent, including due diligence investigations,
negotiation of a definitive agreement with the Provider, raising of
sufficient funds, and shareholders’ and TSXV approvals; and there
is no assurance all of the conditions will be satisfied.
Parlane has approximately C$2,500,000 of cash
resources; and estimates it will be required to raise an additional
$750,000 to finance the transactions outlined above. To that end,
Parlane has arranged a non-brokered financing to issue up to
5,000,000 Subscription Receipts (the “Receipts”) at $0.15 per
Receipt; each Receipt convertible at no additional cost into
either:
(i) Units of Parlane,
in the event the transactions close. Each Unit to be
comprised of one common share and one-half warrant
(“Warrant”). Each whole Warrant will entitle the holder
thereof to acquire one additional common share of the Company at a
price of $0.25 for a period of 12 months from the date of issuance
of the Warrant; or
(ii) the return of all or a
portion of the subscription cost for such Receipts, in the event
the transactions do not close. Funds returned to the
subscribers will be in such amounts as Parlane may realize from the
sale of the mining rigs.
Proceeds from the Receipt financing will be
available for use by Parlane prior to closing of the transactions,
so as to allow Parlane to acquire the cryptocurrency mining rigs in
advance of closing. Should the transactions fail to close for
any reason, Parlane anticipates divesting such rigs and returning
the sale proceeds to subscribers in full satisfaction of all its
obligations. Effecting the change of business is contingent
only on closing the above private placement and obtaining TSXV
approval.
In conjunction with Parlane’s change of
business, it will also be:
1. changing its name to
more accurately reflect its new business focus; and
2. acquiring the intellectual
property rights to the “iMining” brand, including worldwide
tradename, trademarks, and URL site. The cost to acquire
these rights has been negotiated as $550,000 to be paid as to
$250,000 in cash and 2,000,000 shares of Parlane at $0.15 per
share.
Parlane does not anticipate that sponsorship
will be required for purposes of obtaining TSXV approval to the
transactions, and will be seeking a waiver from the TSXV in that
regard.
ON BEHALF OF THE BOARD
Signed “Robert
Eadie”
Robert Eadie, President, Chief Executive Officer and Director
FOR FURTHER INFORMATION PLEASE CONTACT:Telephone:
1-604-602-4935 ♦ Facsimile: 1-604-602-4936
Website: www.parlaneresource.comContact: Robert Eadie
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.
Completion of the above transactions is subject to a number of
conditions, including Exchange acceptance and disinterested
shareholder approval. The transactions cannot close until the
required shareholder approval is obtained. There can be no
assurance that the transaction will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the Filing
Statement to be prepared in connection with the transactions, any
information released or received with respect to the change of
business may not be accurate or complete and should not be relied
upon. Trading in the securities of Parlane Resources Corp. should
be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
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