UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
☒ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
☐ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended |
Commission File Number |
Digihost Technology Inc.
(Exact name of Registrant as specified in its charter)
British Columbia, Canada | 7379 | N/A | ||
(Province
or other jurisdiction of
incorporation or organization) |
(Primary
Standard Industrial
Classification Code Number) |
(I.R.S.
Employer
Identification Number) |
18 King Street East
Suite 902
Toronto, Ontario M5C 1C4
Canada
(917) 242-6549
(Address and telephone number of Registrant’s principal executive offices)
Cogency Global Inc.
122 E. 42nd Street, 18th Floor
New York, New York 10168
(800) 221-0102
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) | Name of each exchange on which registered | ||
Subordinate Voting Shares | DGHI | Nasdaq Stock Market LLC (Nasdaq Capital Market) |
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
☐ Annual information form |
☐ Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes ☐ No ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
EXPLANATORY NOTE
Digihost Technology Inc. (the “Registrant”) is a Canadian issuer whose subordinate voting shares are listed on the TSX Venture Exchange and is eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the U.S.-Canadian Multijurisdictional Disclosure System. The Registrant is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Registrant are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
FORWARD LOOKING STATEMENTS
The Exhibits incorporated by reference into this Registration Statement of the Registrant contain forward-looking statements. All statements, other than statements of historical fact, incorporated by reference are forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits and on assumptions the Registrant believed were reasonable as of such date. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Registrant to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to:
● | market and other conditions; |
● | regulatory changes or actions may alter the nature of an investment in the Registrant’s securities or restrict the use of cryptocurrencies in a manner that adversely affects the Registrant’s operations; |
● | continued effects of the COVID-19 pandemic, which may have a material adverse effect on the Registrant’s performance as supply chains are disrupted and prevent the Registrant from operating its assets; |
● | a decrease in cryptocurrency pricing, volume of transaction activity or the profitability of cryptocurrency mining, including in connection with a future Bitcoin halving event; |
● | further improvements to profitability and efficiency may not be realized; |
● | the Registrant’s ability to successfully mine digital currency on the cloud; |
● | the Registrant may not be able to liquidate its current digital currency inventory profitably or at all; |
● | a decline in digital currency prices may have a significant negative impact on the Registrant’s operations; |
● | the volatility of digital currency prices; |
● | the Registrant’s cryptocurrency inventory may be exposed to cybersecurity threats and hacks and may otherwise be subject to loss, theft or restriction on access; | |
● | the Registrant could cease to be a foreign private issuer in the future, which could result in significant additional costs and expenses to the Registrant. |
● | banks may not provide banking services or may cut off banking services to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment; | |
● | the Registrant’s existing insurance coverage may not be adequate to cover all of its potential losses, and self-insurance and other insurance costs could materially and adversely affect its business and results of operations; and |
● | the availability of electricity at prevailing rates and on a continuous basis. |
A description of assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Registrant’s disclosure documents, such as the Registrant’s Annual Information Form for the year ended December 31, 2019, dated January 20, 2021 (the “AIF”), on the SEDAR website at www.sedar.com, attached hereto as Exhibit 99.49 Although the Registrant has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in the Exhibits incorporated by reference are expressly qualified by this cautionary statement. The forward-looking information contained in the Exhibits incorporated by reference represents the expectations of the Registrant as of the date of such Exhibit and, accordingly, is subject to change after such date. However, the Registrant expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing standards. IFRS differs in certain respects from United States generally accepted accounting principles (“US GAAP”) and from practices prescribed by the SEC. Therefore, the Registrant’s financial statements filed with this registration statement may not be comparable to financial statements prepared in accordance with U.S. GAAP.
PRINCIPAL DOCUMENTS
In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.138, inclusive, as set forth in the Exhibit Index attached hereto.
In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consents of the independent auditors named in the foregoing Exhibits as Exhibits 99.137 and 99.138, as set forth in the Exhibit Index attached hereto.
TAX MATTERS
Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.
DESCRIPTION OF SUBORDINATE VOTING SHARES
The required disclosure is included under the heading “Capital Structure” in the Registrant’s AIF, attached hereto as Exhibit 99.49.
CURRENCY
Unless otherwise indicated, all dollar amounts in this Registration Statement on Form 40-F are in United States dollars.
CONTRACTUAL OBLIGATIONS
The following table lists information with respect to the Registrant’s known contractual obligations as of December 31, 2020.
Payments due by period ($ in thousands) | ||||||||||||||||||||
Contractual Obligations | Total |
Less than
1 year |
1-3 years | 3-5 years |
More than
5 years |
|||||||||||||||
Long-Term Debt Obligations | 2,717 | (1) | 2,146 | 571 | - | - | ||||||||||||||
Lease Obligations | 2,546 | 112 | 2,434 | - | - | |||||||||||||||
Other Long-Term Liabilities | 920 | 920 | - | - | - | |||||||||||||||
Total | $ | 6,183 | $ | 3,178 | $ | 3,005 | - | - |
Notes:
1. | The Long-Term Debt Obligations are for loans payable as of December 31, 2020. The loans were paid off in their entirety in Q1 2021. |
1
NASDAQ CORPORATE GOVERNANCE
A foreign private issuer that follows home country practices in lieu of certain provisions of the listing rules of the Nasdaq Stock Market LLC (the “Nasdaq Stock Market Rules”) must disclose the ways in which its corporate governance practices differ from those followed by U.S. domestic companies. As required by Nasdaq Rule 5615(a)(3), the Registrant will disclose on its website, https://www.digihost.ca/, as of the listing date, each requirement of the Nasdaq Stock Market Rules that it does not follow and describe the home country practice followed in lieu of such requirements.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking. The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities.
B. Consent to Service of Process. The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates. Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.
2
EXHIBIT INDEX
The following documents are being filed with the Commission as Exhibits to this Registration Statement:
3
4
5
6
7
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
|
DIGIHOST TECHNOLOGY INC. | ||
By: | /s/ Michel Amar | ||
Name: | Michel Amar | ||
Title: | Chief Executive Officer |
Date: June 21, 2021
8
Exhibit 99.1
HASHCHAIN TECHNOLOGY INC.
Interim Consolidated Financial Statements
For the three months ended November 30, 2019 and 2018
(Expressed in Canadian Dollars)
(Unaudited)
NOTICE OF NO AUDITOR REVIEW OF CONSOLIDATED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited consolidated interim financial statements of HashChain Technology Inc. for the three months ended November 30, 2019, have been prepared by the management of the Company and approved by the Company’s Audit Committee and the Company’s Board of Directors.
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indication that an auditor has not reviewed the financial statements.
The accompanying unaudited consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.
The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Professional Accountants for a review of the interim financial statements by an auditor.
HASHCHAIN TECHNOLOGY INC.
Interim Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
(Unaudited)
November 30, | August 31, | |||||||
2019 | 2019 | |||||||
$ | $ | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | 3,310 | 39,972 | ||||||
Amounts receivable | 35,733 | 23,912 | ||||||
Digital currencies (Note 5) | 42,523 | 68,672 | ||||||
Prepaid expenses | 3,311 | 24,509 | ||||||
Total current assets | 84,877 | 157,065 | ||||||
Non-current assets | ||||||||
Property and equipment (Note 6) | 3,359,982 | 4,059,042 | ||||||
Deposits (Note 7) | 131,204 | 131,204 | ||||||
Total assets | 3,576,063 | 4,347,311 | ||||||
LIABILITIES AND EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued liabilities | 2,290,176 | 818,653 | ||||||
Total current liabilities | 2,290,176 | 818,653 | ||||||
EQUITY | ||||||||
Share capital (Note 9) | 44,978,239 | 44,978,239 | ||||||
Reserves | 4,903,676 | 4,903,676 | ||||||
Accumulated other comprehensive income | 16,743 | (9,871 | ) | |||||
Deficit | (48,612,771 | ) | (46,343,386 | ) | ||||
Total equity | 1,285,887 | 3,528,658 | ||||||
Total liabilities and equity | 3,576,063 | 4,347,311 |
Nature of operations and continuance of business (Note 1)
Commitments (Note 13)
Subsequent Event (Note 16)
Approved and authorized for issuance on behalf of the Board of Directors on January 28, 2020:
“David Madore” | “Patrick Gray” | |
David Madore, Director | Patrick Gray, CEO and Director |
(The accompanying notes are an integral part of these interim consolidated financial statements)
2
HASHCHAIN TECHNOLOGY INC.
Interim Statements of Operations and Comprehensive Loss
(Expressed in Canadian Dollars)
(Unaudited)
Three Months Ended | ||||||||
November 30, | ||||||||
2019 | 2018 | |||||||
$ | $ | |||||||
Income from digital currency mining | 2,320,301 | 2,657,587 | ||||||
Cost of sales | ||||||||
Depreciation | 699,060 | 728,655 | ||||||
Operating and maintenance costs | 3,730,540 | 2,761,127 | ||||||
(2,109,298 | ) | (832,195 | ) | |||||
General and administrative expenses | ||||||||
Advertising and promotion | 6,840 | 10,709 | ||||||
Consulting fees | - | 267,836 | ||||||
Foreign exchange gain | - | (75,929 | ) | |||||
Insurance | 775 | 43,623 | ||||||
Office and miscellaneous | 8,724 | 68,861 | ||||||
Professional fees | 158,274 | 122,121 | ||||||
Share-based compensation | - | 758,700 | ||||||
Transfer agent and filing | (1,943 | ) | (1,702 | ) | ||||
Travel and accommodations | - | 2,818 | ||||||
Wages | - | 115,863 | ||||||
Total expenses | 172,670 | 1,312,899 | ||||||
Loss before other items | (2,281,968 | ) | (2,145,095 | ) | ||||
Other items | ||||||||
Unrealized gain (loss) on digital currency revaluation | 23,360 | (338,569 | ) | |||||
Realized gain (loss) on disposal of digital currencies | (10,994 | ) | (387,676 | ) | ||||
Interest income | - | 15,154 | ||||||
Interest expense | 218 | (64,138 | ) | |||||
Other losses | - | - | ||||||
Net loss for the year before discontinued operations | (2,269,384 | ) | (2,920,324 | ) | ||||
Loss from discontinued operations (Note 4) | - | (774,662 | ) | |||||
Gain on disposal of discontinued operations (Note 4) | - | 728,179 | ||||||
Net loss for the year | (2,269,384 | ) | (2,966,807 | ) | ||||
Other comprehensive (loss) gain for the year | ||||||||
Items that may be reclassified subsequently to income: | ||||||||
Unrealized gain (loss) on foreign exchange translation | - | (22,330 | ) | |||||
Net comprehensive loss for the year | (2,269,384 | ) | (2,989,137 | ) | ||||
Loss per share, basic and diluted | (0.01 | ) | (0.01 | ) | ||||
Weighted average shares outstanding | 260,941,178 | 234,632,591 |
(The accompanying notes are an integral part of these consolidated financial statements)
3
HASHCHAIN TECHNOLOGY INC.
Interim Consolidated Statements of Changes in Equity
(Expressed in Canadian Dollars)
(Unaudited)
Share Capital | Shares |
Accumulated Other
Comprehensive |
Total | |||||||||||||||||||||||||
Number of shares |
Amount
$ |
Payable
$ |
Reserves
$ |
Income
$ |
Deficit
$ |
Equity
$ |
||||||||||||||||||||||
Balance, August 31, 2018 | 230,857,225 | 41,986,241 | 3,996,836 | 3,763,035 | (32,715 | ) | (37,749,350 | ) | 11,964,047 | |||||||||||||||||||
Shares issued for BitUnited | 33,000,000 | 3,203,898 | (3,203,898 | ) | - | - | - | - | ||||||||||||||||||||
Shares returned to treasury and cancelled | (3,600,000 | ) | (622,901 | ) | - | - | - | - | (622,901 | ) | ||||||||||||||||||
Shares issued for software purchase | 24,038 | 29,064 | (29,064 | ) | - | - | - | - | ||||||||||||||||||||
Stock-based compensation | - | - | - | 758,700 | - | - | 758,700 | |||||||||||||||||||||
Effect of translation on foreign operations | - | - | - | - | (22,330 | ) | - | (22,330 | ) | |||||||||||||||||||
Net loss | - | - | - | - | - | (2,966,807 | ) | (2,966,807 | ) | |||||||||||||||||||
Balance, November 30, 2018 | 260,281,263 | 44,596,302 | 763,874 | 4,521,735 | (55,045 | ) | (40,716,157 | ) | 9,110,709 | |||||||||||||||||||
Balance, August 31, 2019 | 261,222,157 | 44,978,239 | - | 4,903,676 | (9,871 | ) | (46,343,386 | ) | 3,528,658 | |||||||||||||||||||
Effect of translation on foreign operations | - | - | - | - | 26,614 | - | 26,614 | |||||||||||||||||||||
Net loss | - | - | - | - | - | (2,269,384 | ) | (2,269,384 | ) | |||||||||||||||||||
Balance, November 30, 2019 | 261,222,157 | 44,978,239 | - | 4,903,676 | 16,743 | (48,612,771 | ) | 1,285,887 |
(The accompanying notes are an integral part of these consolidated financial statements)
4
HASHCHAIN TECHNOLOGY INC.
Interim Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)
(Unaudited)
Three Months
Ended
November 30 |
||||||||
2019
$ |
2018
$ |
|||||||
Operating activities | ||||||||
Net loss for the year from continuing operations | (2,269,384 | ) | (2,920,324 | ) | ||||
Items not involving cash: | ||||||||
Depreciation | 699,060 | 728,655 | ||||||
Share-based compensation | - | 758,700 | ||||||
Unrealized (gain) loss on digital currency revaluation | (23,360 | ) | 338,569 | |||||
Realized (gain) loss on disposal of digital currencies | 10,994 | 462,432 | ||||||
Income from digital currency mining | (2,320,301 | ) | (2,636,592 | ) | ||||
Unrealized foreign exchange loss | 26,614 | 108,778 | ||||||
Interest expense | - | 28,401 | ||||||
Changes in non-cash operating working capital: | ||||||||
Amounts receivable | (11,821 | ) | 521,885 | |||||
Digital currencies | 2,358,816 | 4,481,237 | ||||||
Prepaid expenses | 21,197 | 422,962 | ||||||
Accounts payable and accrued liabilities | 1,471,523 | (334,005 | ) | |||||
Operating cash flows from continuing operations | (36,662 | ) | 1,960,698 | |||||
Operating cash flows from discontinued operations | - | (261,982 | ) | |||||
Cash provided by (used in) operating activities | (36,662 | ) | 1,698,715 | |||||
Investing activities | ||||||||
Acquisition of property and equipment | - | - | ||||||
Cash used in investing activities from continuing operations | - | - | ||||||
Cash used in investing activities from discontinued operations | - | (440,822 | ) | |||||
Cash used in investing activities | - | (440,822 | ) | |||||
Financing activities | ||||||||
Loan payable | - | (1,315,100 | ) | |||||
Cash provided (used) by financing activities | - | (1,315,100 | ) | |||||
Change in cash | (36,662 | ) | (57,207 | ) | ||||
Cash, beginning of period | 39,972 | 637,738 | ||||||
Cash, end of period | 3,310 | 580,531 |
Supplementary cash flow information (Note 15)
(The accompanying notes are an integral part of these consolidated financial statements)
5
HASHCHAIN TECHNOLOGY INC.
Notes to the Interim Consolidated Financial Statements
For the years ended November 30, 2019 and 2018
(Expressed in Canadian Dollars)
(Unaudited)
1. | NATURE AND CONTINUANCE OF OPERATIONS |
HashChain Technology Inc. (the “Company”) was incorporated in British Columbia, Canada, on February 18, 2017 as Chortle Capital Corp. and on September 11, 2017, the Company changed its name to HashChain Technology Inc. The Company is a blockchain technology company with operations in cryptocurrency mining. The Company is listed on the TSX Venture Exchange under the symbol “KASH”. The Company’s head office is located at 40 Beaver Street, Albany, NY 12205.
These unaudited interim consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to realize its assets and satisfy its liabilities in the normal course of business for the foreseeable future. In making its going concern assessment management is aware of material uncertainties related to events and conditions that may cause significant doubt upon the Company’s ability to continue as a going concern.
The Company’s ability to continue as a going concern is dependent on future profitable operations, management’s ability to manage costs, and the future availability of equity or debt financing. These matters raise significant doubt about the Company’s ability to continue as a going concern. These unaudited interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that would be necessary should the going concern assumption no longer be appropriate. These adjustments could be material.
2. | BASIS OF PRESENTATION |
(a) | Statement of Compliance |
These unaudited interim consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the International Financial Reporting Standards Interpretations Committee (“IFRIC”).
The Company is in the business of digital currencies, many aspects of which are not specifically addressed by current IFRS guidance. The Company is required to make judgments as to the application of IFRS and the selection of its accounting policies. The Company has disclosed its presentation, recognition and derecognition, and measurement of digital currencies, and the recognition of revenue as well as significant assumptions and judgments, however, if specific guidance is enacted by the IASB in the future, the impact may result in changes to the Company’s earnings and financial position as presented.
These unaudited interim consolidated financial statements were approved and authorized for issuance by the Board of Directors on January 28, 2019.
(b) | Consolidation |
These unaudited interim consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries which are controlled by the Company. Control is achieved when the parent company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has all of the following: (i) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); (ii) exposure, or rights, to variable returns from its involvement with the investee; and (iii) the ability to use its power over the investee to affect its returns.
The accounts of subsidiaries are included in the unaudited interim consolidated financial statements from the date that control commences until the date that control ceases. All significant inter-company transactions, balances, income and expenses are eliminated on consolidation.
As of November 30, 2019, the Company had one wholly owned subsidiary: HashChain Mining LLC. In October 2019, Global Crypto Public Accounting Ltd. was voluntarily dissolved by the Company.
6
HASHCHAIN TECHNOLOGY INC.
Notes to the Interim Consolidated Financial Statements
For the years ended November 30, 2019 and 2018
(Expressed in Canadian Dollars)
(Unaudited)
2. | BASIS OF PRESENTATION (continued) |
(c) | Basis of Measurement |
These unaudited interim consolidated financial statements have been prepared on a historical cost basis except for financial assets classified as fair value through profit or loss which are stated at their fair value. In addition, these unaudited interim consolidated financial statements have been prepared using the accrual basis of accounting, except for the cash flow information.
(d) | Presentation and functional currency |
Items included in the unaudited interim consolidated financial statements of the Company and its wholly owned subsidiaries are measured using the currency of the primary economic environment in which the entity operates. The functional currency of the Company and its wholly owned Canadian subsidiary is the Canadian dollar and the functional currency for its wholly owned US subsidiary is the US dollar.
Foreign currency transactions are recorded at the exchange rate as at the date of the transaction. At each statement of financial position date, monetary assets and liabilities are translated using the period end foreign exchange rate. Non-monetary assets and liabilities in foreign currencies other than the functional currency are translated using the historical rate. All gains and losses on translation of these foreign currency transactions are included in profit and loss.
The results and financial position of a subsidiary that has a functional currency different from the presentation currency are translated into the presentation currency as follows:
● | Assets and liabilities are translated at the closing rate at the reporting date. |
● | Income and expenses for each income statement are translated at average exchange rates for the period; and |
● | All resulting exchange differences are recognized in other comprehensive income as cumulative translation adjustments. |
On consolidation, exchange differences arising from the translation of the net investment in a foreign operation are taken to accumulated other comprehensive loss. When a foreign operation is sold, such exchange differences are recognized in profit or loss as part of the gain or loss on sale.
(e) | New Accounting Standards |
The Company adopted the following new accounting standards effective September 1, 2018
IFRS 15 – “Revenue from Contracts with Customers”: This standard specifies how and when revenue should be recognized based on a five-step model, which is applied to all contracts with customers.
The Company determined that no contract exists with the digital currency network participant community as a whole in accordance with IFRS 15. This is because under such an implied contract, there are no enforceable rights and obligations which may be enforced against any individually identifiable parties. Therefore, the requirements of IFRS 15.9(b) are not met and the income from mining of digital currencies does not meet the definition of revenue. Newly minted digital currencies do however continue to represent an inflow to the Company due to the economic benefit in the form of an increase in assets and therefore should be recognized as income from digital currency mining on completion of the transaction verification services. The adoption of IFRS 15 resulted in presentation changes which were applied retrospectively, specifically that revenue is now referred to as income from digital currency mining. There was no other impact from the adoption of IFRS 15 on the Company’s unaudited interim consolidated financial statements.
7
HASHCHAIN TECHNOLOGY INC.
Notes to the Interim Consolidated Financial Statements
For the years ended November 30, 2019 and 2018
(Expressed in Canadian Dollars)
(Unaudited)
2. | BASIS OF PRESENTATION (continued) |
(e) | New Accounting Standards (continued) |
IFRS 9 Financial Instruments - IFRS 9 addresses classification and measurement of financial assets and replaces the multiple category and measurement models in IAS 39 for debt instruments with a new mixed measurement model having only two categories: amortized cost and fair value through profit or loss. IFRS 9 also replaces the models for measuring equity instruments and such instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive income. The effective date of this standard was September 1, 2018. The Company has adopted this new standard as of its effective date on a retrospective basis with the exception of financial assets that were derecognized at the date of initial application, September 1, 2018. The 2018 comparatives were not restated.
The following table summarizes the classification of the Company’s financial instruments under IAS 39 and the new measurement under IFRS 9:
(f) | Accounting Standards Issued but not yet Effective |
The following new standards, amendments to standards and interpretations have been issued but are not yet effective for the quarter ended November 30, 2019 and accordingly, have not been applied in preparing these unaudited interim consolidated financial statements:
IFRS 16: Leases. The new standard will replace IAS 17 Leases and is effective for annual periods beginning on or after January 1, 2019. IFRS 16 removes the classification of leases as either operating leases or finance leases for a lessee. Instead, all leases are treated in a comparable way to finance leases applying IAS 17. IFRS 16 does not require a lessee to recognize assets and liabilities for short-term leases (i.e. leases of 12 months or less) and leases of low-value assets. The Company is assessing the effect of this standard on the Company’s subsequent interim consolidated financial statements.
The Company estimates to recognize approximately $635,000 as a right-of-use asset and a corresponding lease liability in connection with its lease of its office.
Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.
8
HASHCHAIN TECHNOLOGY INC.
Notes to the Interim Consolidated Financial Statements
For the years ended November 30, 2019 and 2018
(Expressed in Canadian Dollars)
(Unaudited)
3. | SIGNIFICANT ACCOUNTING POLICIES |
(a) | Significant Accounting Estimates and Judgments |
The preparation of unaudited interim consolidated financial statements in accordance with IFRS requires management to make judgments, estimates, and assumptions that affect the application of policies and reported amounts of assets, liabilities, income, and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Significant judgments:
(i) | Classification of digital currencies as current assets |
The Company’s determination to classify its holding of digital currencies as current assets is based on management’s assessment that its digital currencies held can be considered to be commodities, the availability of liquid markets to which the Company may sell a portion of its holdings and that the Company is actively selling its digital currencies in the near future to generate a profit from price fluctuations.
(ii) | Income from digital currency mining |
The Company recognizes income from the provision of transaction verification services within digital currency networks, commonly described as “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the 24-hour trailing weighted average rate at the time of the transaction per CoinMarketCap, an online coin price aggregator. The coins are recorded on the consolidated statement of financial position, as digital currencies, at their fair value less costs to sell and re-measured at each reporting date.
Revaluation gains and losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit or loss in accordance with the Company’s treatment of its digital currencies as a traded commodity.
There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining of digital currencies and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations, including the stage of completion being the completion and addition of a block to the blockchain and the reliability of the measurement of the digital currency received.
(iii) | Going concern |
The assumption that the Company will be able to continue as a going concern is subject to significant judgments by management including the Company’s short and long-term operating budget, expected profitability, investing and financing activities, and management’s strategic planning.
9
HASHCHAIN TECHNOLOGY INC.
Notes to the Interim Consolidated Financial Statements
For the years ended November 30, 2019 and 2018
(Expressed in Canadian Dollars)
(Unaudited)
3. | SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) |
(a) | Significant Accounting Estimates and Judgments (continued) |
Significant estimates:
(i) | Business combinations |
In a business combination all identifiable assets acquired and liabilities assumed are recorded at their fair values. In determining the allocation of the purchase price in a business combination requires management to make certain judgments and estimates about future events, including but not limited to future revenue, future digital currency prices and future operating costs.
(ii) | Carrying value of computer equipment |
The Company evaluates each asset or cash generating unit every reporting period to determine whether there are any indications of impairment. If any such indication exists, which is often judgmental, a formal estimate of recoverable amount is performed and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or cash generating group of assets is measured at the higher of fair value less costs to sell and value in use. The evaluation of asset carrying values for indications of impairment includes consideration of both external and internal sources of information, including such factors as the relationship between mining rewards and the required computing power, digital currency prices, the periodic contribution margin of digital currency mining activities, changes in underlying costs, such as electricity, and technological changes.
When required, the determination of fair value and value in use requires management to make estimates and assumptions about digital currency prices, required computing power, technological changes and operating costs, such as electricity. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances some or all of the carrying value of the assets may be further impaired or the impairment charge reduced with the impact recorded in the statement of comprehensive income.
(iii) | Depreciation |
Depreciation of computing equipment is an estimate of its expected life. In order to determine the useful life of computing equipment, assumptions are required about a range of computing industry market and economic factors, including required hashrates, technological changes, availability of hardware and other inputs, and production costs.
(iv) | Digital currency valuation |
Digital currencies consist of cryptocurrency denominated assets (Note 7) such as Bitcoin and Dash and are included in current assets. Digital currencies are carried at fair value, which is determined using the 24-hour trailing weighted average rate at the time of the transaction per CoinMarketCap, an online coin price aggregator. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position.
10
HASHCHAIN TECHNOLOGY INC.
Notes to the Interim Consolidated Financial Statements
For the years ended November 30, 2019 and 2018
(Expressed in Canadian Dollars)
(Unaudited)
4. | DISPOSAL OF NODE40 ASSETS |
On July 3, 2018, in order to focus on cryptocurrency mining the Company’s Board of Directors agreed to a plan to spin out the cryptocurrency accounting and tax compliance portion of the Company’s business, Global Crypto Public Accounting Ltd. (“Global”), into its own publicly traded company.
This plan was superseded by the Company disposing of its software and related assets (“NODE40 assets”) held in Global during the year ended August 31, 2019 as follows:
On September 20, 2018, the Company and the vendors of the NODE40 assets entered into an amendment to the asset purchase agreement to (i) extend the due date of the US$2,000,000 cash payment which was originally due 180 days following the closing date to February 15, 2019 and (ii) extend the due date of the 980,346 common shares which were originally due 180 days following the closing date to February 15, 2019 (Note 4). The vendors of the NODE40 assets agreed to cancel the 3,600,000 common shares of the Company which they were issued on the closing date of February 15, 2018 and the Company agreed to return the Masternode Rewards and all Dash cryptocurrency paid to the Company by customers for services associated with the NODE40 Masternode services and accounting software to the vendors. In addition, the vendors were to be issued 110 common shares of Global.
On November 14, 2018, the Company entered into an asset purchase agreement to sell its proprietary software and assets related to the NODE40 software platform. The terms of the asset purchase agreement were as follows:
● | The Company agreed to deliver to the buyer all remaining assets and proprietary software related to the NODE40 platform. |
● | In exchange for the assets related to the NODE40 software mentioned above, the buyer agreed to forgive the US $5,200,000 of convertible loans payable and loans payable owed to the buyer by the Company. |
● | The Company delivered to the buyer an amount equal to $400,000 less expenses paid for by the Company from the period beginning on November 1, 2018 and ending on the closing date of the agreement. |
In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the assets and liabilities associated with the disposal group were reclassified from their respective financial statement classifications to “assets held for sale” and “liabilities associated with assets held for sale” during the year ended August 31, 2018.
The fair value of the disposal group of $6,480,241 was compared to the carrying value of the disposal group at year-end of $14,235,272, resulting in an impairment of goodwill of $7,755,031.
At August 31, 2018, the assets and liabilities related to the disposal group were as follows:
Assets held for sale
$ | ||||
Digital currencies | 169,556 | |||
Prepaid expenses | 24,598 | |||
Property and equipment | 77,430 | |||
Intangible assets | 4,445,602 | |||
Goodwill | 2,034,639 | |||
Assets held for sale | 6,751,825 | |||
Liability associated with Assets Held for Sale | ||||
Deferred revenue | 277,879 |
11
HASHCHAIN TECHNOLOGY INC.
Notes to the Interim Consolidated Financial Statements
For the years ended November 30, 2019 and 2018
(Expressed in Canadian Dollars)
(Unaudited)
4. | DISPOSAL OF NODE40 ASSETS (continued) |
On October 23, 2018, 3,600,000 shares were returned to treasury per the terms of the amendment signed on September 20, 2018 and recorded at $622,901 based on the estimated fair value of the assets that were returned to the vendors.
The asset purchase agreement closed on November 21, 2019. The gain on disposition was comprised of:
$ | ||||
Loans payable | 5,273,135 | |||
Convertible loans payable | 1,581,940 | |||
Net consideration | 6,855,075 | |||
Less: net assets | 5,826,336 | |||
Less: working capital adjustment | 300,559 | |||
Gain on disposition of NODE40 assets | 728,179 |
The operating results of the disposal group are presented as discontinued operations during the years ended August 31, 2019 and 2018 as follows:
Net loss from discontinued operation
2019 | 2018 | |||||||
$ | $ | |||||||
Income from digital currency mining | 124,195 | 728,215 | ||||||
Depreciation | (9,435 | ) | (348,414 | ) | ||||
114,761 | 379,801 | |||||||
Advertising and promotion | - | 9,221 | ||||||
Consulting fees | 23,998 | 153,224 | ||||||
Foreign exchange gain | (98,393 | ) | 285,769 | |||||
Insurance | 19,891 | 16,199 | ||||||
Office and miscellaneous | 59,193 | 168,808 | ||||||
Professional fees | 2,215 | 67,032 | ||||||
Wages | 580,747 | 91,143 | ||||||
Realized loss on disposal of digital currencies | 74,756 | - | ||||||
Loss on digital currency revaluation | 30,232 | 77,479 | ||||||
Loss from discontinued operations, before remeasurement | - | 1,502,682 | ||||||
Impairment on remeasurement of disposal group | - | 7,755,031 | ||||||
Loss from discontinued operations | 774,662 | 9,257,713 |
In October 2019, Global was voluntarily dissolved by the Company.
12
HASHCHAIN TECHNOLOGY INC.
Notes to the Interim Consolidated Financial Statements
For the years ended November 30, 2019 and 2018
(Expressed in Canadian Dollars)
(Unaudited)
5. | DIGITAL CURRENCIES |
As at November 30, 2019, the Company’s digital currencies consisted of the cryptocurrencies below, with a total fair value of $42,523 (2018 – $0). Digital currencies are recorded at their fair value on the date they are received and are revalued to their current market value at each reporting date. The coins are recorded on the consolidated statement of financial position at their fair value using the 24- hour trailing weighted average at the time of the transaction, as digital currencies, and re-measured at each reporting date using the 24-hour trailing weighted average as at 11:55pm Eastern Standard Time.
The Company’s holdings of digital currencies consist of the following:
2019 | 2018 | |||||||
$ | $ | |||||||
Bitcoin | 42,523 | 68,672 | ||||||
Balance, November 30, 2019 | 42,523 | 68,672 |
The continuity of digital currencies is as follows:
2019 | 2018 | |||||||
$ | $ | |||||||
Opening balance | 68,672 | 2,815,202 | ||||||
Digital currency received | 2,298,791 | 11,423,381 | ||||||
Digital currency purchased | - | 307,332 | ||||||
Digital currency sold | (2,335,456 | ) | (14,206,841 | ) | ||||
Digital currency revaluation | 10,516 | (300,634 | ) | |||||
Digital currency revaluation included in discontinued operations | - | 30,232 | ||||||
Reclassification to assets held for sale (Note 4) | - | - | ||||||
Balance, November 30, 2019 | 42,523 | 68,672 |
13
HASHCHAIN TECHNOLOGY INC.
Notes to the Interim Consolidated Financial Statements
For the years ended November 30, 2019 and 2018
(Expressed in Canadian Dollars)
(Unaudited)
6. | PROPERTY AND EQUIPMENT |
Computer
equipment |
Furniture &
Equipment |
Leasehold
Improvements |
Total | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Cost | ||||||||||||||||
Balance, August 31, 2019 | 8,370,423 | 71,221 | 8,088 | 8,449,732 | ||||||||||||
Disposals | - | - | - | - | ||||||||||||
Provision for obsolescence | - | - | - | - | ||||||||||||
Balance, November 30, 2019 | 8,370,423 | 71,221 | 8,088 | 8,449,732 | ||||||||||||
Accumulated Amortization | ||||||||||||||||
Balance, August 31, 2019 | 4,347,371 | 41,119 | 2,201 | 4,390,690 | ||||||||||||
Additions | 691,116 | 7,525 | 418 | 699,059 | ||||||||||||
Balance, November 30, 2019 | 5,038,487 | 48,644 | 2,619 | 5,089,749 | ||||||||||||
Carrying Amount | ||||||||||||||||
August 31, 2019 | 4,023,053 | 30,102 | 5,887 | 4,059,042 | ||||||||||||
November 30, 2019 | 3,331,937 | 22,577 | 5,469 | 3,359,982 |
At the end of each reporting period, management assesses whether an asset might be impaired by reviewing external and internal sources of information. Management performs its assessment of possible impairment to its mining rigs in its one data center location.
For the year ended August 31, 2019, management recorded an obsolescence provision of $643,655.
For the period ended November 30, 2019, management determined that impairment indicators existed.
7. | DEPOSITS |
The balance as of November 30, 2019 consists of security deposits paid by the Company for office space rented.
14
HASHCHAIN TECHNOLOGY INC.
Notes to the Interim Consolidated Financial Statements
For the years ended November 30, 2019 and 2018
(Expressed in Canadian Dollars)
(Unaudited)
8. | LOANS PAYABLE AND CONVERTIBLE LOANS PAYABLE |
Loans Payable
On August 13, 2018, the Company received a loan of $1,315,100 which bore interest at 18% per annum and was secured by the Company’s cryptocurrency holdings. In October 2018, the Company repaid the principal of $1,315,100 and all accrued interest.
As part of the Acquisition of NODE40 assets, total loans payable of $5,175,601 (US$4,000,000) were outstanding as at August 31, 2018. The first loan payable of US$2,000,000 had an original maturity date of August 14, 2018 which was extended to February 15, 2019. The second loan payable of US$2,000,000 has a maturity date of February 15, 2019. These loans payable bear interest at a rate of 12% per annum if unpaid by the maturity dates.
These loans payable were settled as part of the disposition of the NODE 40 assets in November 2018 (Note 4). The loans had been discounted at a rate of 3.45%.
A continuity of the loans payable is as follows:
$ | ||||
Balance, August 31, 2017 | - | |||
Additions | 6,182,277 | |||
Interest | 88,602 | |||
Foreign exchange movements | 219,822 | |||
Balance, August 31, 2018 | 6,490,701 | |||
Interest | 40,958 | |||
Foreign exchange movements | 40,355 | |||
Repayment and settlement | (6,572,014 | ) | ||
Balance, November 30, 2019 | - |
Convertible Loans Payable
As part of the Acquisition of NODE40 assets, total convertible loans payable of $1,552,680 (US$1,200,000) were outstanding as at August 31, 2018. The first convertible loan payable of US$600,000 had an original maturity date of August 14, 2018 which was extended to February 15, 2019. The second convertible loan payable of US$600,000 has a maturity date of February 15, 2019. The lender has the option to convert the first convertible loan of US$600,000 into a maximum of 420,148 common shares. The lender has the option to convert the second convertible loan of US$600,000 into a maximum of 386,332 common shares. The Company used the residual method and assessed that the residual amount to assign to the equity portion of these convertible loans was nominal and has therefore assigned $nil value to the equity portion.
These convertible loans payable were settled as part of the disposition of the NODE 40 assets in November 2018 (Note 4). The loan had been discounted at a rate of 3.45%.
$ | ||||
Balance, August 31, 2017 | - | |||
Additions | 1,460,153 | |||
Interest | 26,581 | |||
Foreign exchange movements | 65,946 | |||
Balance, August 31, 2018 | 1,552,680 | |||
Interest | 6,554 | |||
Foreign exchange movements | 22,706 | |||
Settlement | (1,581,940 | ) | ||
Balance, November 30, 2019 | - |
15
HASHCHAIN TECHNOLOGY INC.
Notes to the Interim Consolidated Financial Statements
For the years ended November 30, 2019 and 2018
(Expressed in Canadian Dollars)
(Unaudited)
9. | SHARE CAPITAL AND STOCK OPTIONS |
(a) | Share Capital |
Authorized: Unlimited common shares without par value Effective February 5, 2018, the Company forward split its issued and outstanding share capital on the basis of two (2) post-split share for each one (1) pre-split common share. All references to shares and per share amounts have been retroactively restated to give effect to the forward split.
As at November 30, 2019, the Company has a total of 2,884,500 (2018 – 4,807,500) common shares held in escrow subject to various escrow provisions.
(b) | Warrants |
The continuity of warrants is as follows:
November 30, 2019 | August 31, 2019 | |||||||||||||||
Number |
Weighted
Average Exercise Price |
Number |
Weighted
Average Exercise Price |
|||||||||||||
Balance, beginning of the period | 29,823,400 | $ | 1.22 | - | $ | - | ||||||||||
Granted | - | - | 29,823,400 | 1.22 | ||||||||||||
Balance, end of the period | 29,823,400 | $ | 1.22 | 29,823,400 | $ | 1.22 |
During the period ended August 31, 2018, 29,823,400 warrants were issued pursuant to the Offering.
Full share equivalent warrants outstanding and exercisable at of November 30, 2019:
Price Per | Warrants | |||||||
Expiry Date | Share | Outstanding | ||||||
January 10, 2020 | $ | 1.225 | 28,297,016 | |||||
January 10, 2020 | $ | 1.050 | 1,526,384 | |||||
29,823,400 |
(c) | Stock Options |
The Company has a stock option plan whereby the maximum number of shares subject to the plan, in the aggregate, shall not exceed 10% of the Company’s issued and outstanding shares. The exercise price shall be no less than the discount market price as determined in accordance with TSXV policies.
The continuity of stock options is as follows:
November 30, 2019 | August 30, 2019 | |||||||||||||||
Number |
Weighted
Average Exercise Price |
Number |
Weighted
Average Exercise Price |
|||||||||||||
Balance, beginning of the period | 20,780,000 | $ | 0.225 | 11,530,000 | $ | 0.322 | ||||||||||
Granted | - | - | 9,250,000 | 0.105 | ||||||||||||
Exercised | - | - | - | - | ||||||||||||
Balance, end of the period | 20,780,000 | $ | 0.225 | 20,780,000 | $ | 0.225 |
16
HASHCHAIN TECHNOLOGY INC.
Notes to the Interim Consolidated Financial Statements
For the years ended November 30, 2019 and 2018
(Expressed in Canadian Dollars)
(Unaudited)
9. | SHARE CAPITAL AND STOCK OPTIONS (continued) |
(c) | Stock Options (continued) |
The options outstanding and exercisable at November 30, 2019 were as follows:
Outstanding Options | Exercisable Options | |||||||||||||||||
Number
Outstanding |
Weighted
Average Exercise Price |
Weighted Average
Remaining Contractual Life |
Number
Exercisable |
Weighted
Average Exercise Price |
||||||||||||||
3,400,000 | $ | 0.075 | 2.56 | 3,400,000 | $ | 0.075 | ||||||||||||
1,000,000 | 0.075 | 2.94 | 1,000,000 | 0.075 | ||||||||||||||
400,000 | 0.075 | 3.02 | 400,000 | 0.075 | ||||||||||||||
400,000 | 1.015 | 3.19 | 400,000 | 1.015 | ||||||||||||||
5,200,000 | 0.500 | 3.29 | 5,200,000 | 0.500 | ||||||||||||||
1,090,000 | 0.300 | 3.44 | 1,090,000 | 0.300 | ||||||||||||||
40,000 | 0.500 | 3.54 | 40,000 | 0.500 | ||||||||||||||
9,250,000 | 0.105 | 3.77 | 9,250,000 | 0.105 | ||||||||||||||
20,780,000 | $ | 0.225 | 20,780,000 | $ | 0.225 |
For the period ended November 30, 2019 the total share-based payment expenses was $0 (2018-$758,700).
The Company used the Black-Scholes option pricing model to estimate the fair value of the options at the grant date using the following assumptions:
November
30,
|
|
Risk-free interest rate | 2.21% |
Dividend yield | 0.00% |
Expected volatility | 119% |
Expected option life | 5 years |
Option-pricing models require the application of estimates and assumptions including the expected volatility. The Company uses expected volatility rates based upon historical data from comparable companies.
10. | CAPITAL MANAGEMENT |
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue opportunities in developing and managing its mining operations to provide returns to shareholders. The Company’s capital structure consists of equity comprised of issued share capital and reserves.
The Company manages its capital structure by preparing estimates and budgets and makes adjustments to actual expenditures when necessary. The Company has the ability to raise new capital through equity and debt issuances and/or through operations.
The Company is not subject to externally imposed capital requirements, nor were there changes in the Company’s approach to capital management for the year ended November 30, 2019.
17
HASHCHAIN TECHNOLOGY INC.
Notes to the Interim Consolidated Financial Statements
For the years ended November 30, 2019 and 2018
(Expressed in Canadian Dollars)
(Unaudited)
11. | FINANCIAL INSTRUMENTS |
(a) | Fair Values |
Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s statement of financial position as at November 30, 2019, as follows:
Fair Value Measurements Using | ||||||||||||||||
Quoted prices
in active markets for identical instruments |
Significant
other observable inputs |
Significant
unobservable inputs |
Balance, | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | Nov 30, 2019 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Cash | 3,310 | - | - | 3,310 |
The fair value of other financial instruments, which includes amounts receivable and accounts payable, approximate their carrying value due to the relatively short-term maturity of these instruments.
(b) | Credit Risk |
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counter- party default on its obligation. The Company minimizes its credit risk associated with its cash balance by dealing with major financial institutions in Canada. The carrying amount of financial assets represents the maximum credit exposure.
(c) | Foreign Exchange Rate and Interest Rate Risk |
Currency risk relates to the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations affect the income generated and costs that the Company incurs in its operations.
The Company mines Bitcoin which has a market value stated in US dollars. The fluctuation of US dollars relative to the Company’s presentation currency of Canadian dollars will impact the profitability of the Company and the value of the Company’s assets and liabilities and the amount of shareholders’ equity.
(d) | Liquidity Risk |
Liquidity risk is the risk that the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Company manages liquidity risk by maintaining sufficient cash balances and adjusting its operating budget and expenditure. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital in order to meet short-term and other specific obligations.
18
HASHCHAIN TECHNOLOGY INC.
Notes to the Interim Consolidated Financial Statements
For the years ended November 30, 2019 and 2018
(Expressed in Canadian Dollars)
(Unaudited)
12. | DIGITAL CURRENCIES AND RISK MANAGEMENT |
As of November 30, 2019, the Company’s digital currencies consisted of Bitcoin with a fair value of $42,523. Digital currencies are measured using level one fair values, determined by taking the rate from market currency exchanges.
Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The profitability of the Company is directly related to the current and future market price of coins; in addition, the Company may not be able liquidate its inventory of digital currency at its desired price if required. A decline in the market prices for coins could negatively impact the Company’s future operations. The Company has not hedged the conversion of any of its coin sales.
Digital currencies have a limited history and the fair value historically has been very volatile. Historical performances of digital currencies are not indicative of their future price performance. The Company’s digital currencies currently consist of Bitcoin, and an 85% variance in the price of Bitcoin could have a $36,145 impact on the Company’s earnings before tax.
13. | COMMITMENTS |
As at November 30, 2019, the Company had the following commitments for colocation facilities and an office lease.
$ | ||||
2020 | 6,968,271 | |||
2021 | 188,995 | |||
2022 | 190,369 | |||
2023 | 131,203 | |||
7,478,838 |
14. | RELATED PARTY TRANSACTIONS |
Key Management Compensation
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors and corporate officers.
For the period ended November 30, 2019, key management compensation includes wages of $0 (2018 - $280,547) and share-based compensation of $0 (2018 - $263,624) incurred to directors, corporate officers and management.
19
HASHCHAIN TECHNOLOGY INC.
Notes to the Interim Consolidated Financial Statements
For the years ended November 30, 2019 and 2018
(Expressed in Canadian Dollars)
(Unaudited)
15. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS: |
Supplementary disclosure of non-cash investing and financing activities during the periods ended November 30, 2019 and 2018 were as follows:
2019 | 2018 | |||||||
For the period ended November 30, | $ | $ | ||||||
Shares returned to treasury for NODE40 disposition | - | 622,901 | ||||||
Settlement of loans payable for NODE40 disposition | - | 5,273,135 | ||||||
Settlement of convertible loans for NODE40 disposition | - | 1,581,940 |
16. | SUBSEQUENT EVENT |
On March 28, 2019, the Company announced that it has entered into a Definitive Agreement with the shareholders of Digihost International, Inc. (“Digihost”) whereby the business and assets of the Company and Digihost will be combined by way of a share exchange between the Company and shareholders of Digihost, constituting a “reverse-takeover” of the Company by Digihost under the policies of the TSX Venture Exchange (the “Proposed Transaction”). Digihost is a private company focused on providing cryptocurrency hosting services to cryptocurrency miners.
The Proposed Transaction is anticipated to be completed by way of share exchange. All existing stock options of HashChain will be cancelled and will not be exchanged for corresponding securities of the resulting issuer. Holders of existing common share purchase warrants shall receive common share purchase warrants in the capital of the resulting issuer on equivalent terms and conditions.
Assuming completion of the Proposed Transaction, 82% of the total resulting issuer shares will be issued to Digihost shareholders, and Digihost will become a wholly owned subsidiary of the Company. Upon completion of the Proposed Transaction, the issuer resulting from the Proposed Transaction will carry on the business previously carried on by Digihost. It is anticipated that upon completion of the Proposed Transaction, the resulting issuer will be listed as Tier 2 Technology Issuer under the policies of the TSX Venture Exchange.
It is anticipated that the Company will also consolidate its common shares outstanding on a basis of 40 pre-consolidation shares for 1 post consolidation shares. The Proposed Transaction is subject to TSX Venture Exchange and Shareholder approval.
On August 30, 2019, the Company entered into an extension agreement with the Digihost Shareholders extending the close date from August 31, 2019 to October 31, 2019 and on November 28, 2019, the Company entered into a second extension agreement extending the close date to February 29, 2020.
20
Exhibit 99.2
HASHCHAIN TECHNOLOGY INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS PERIOD ENDED NOVEMBER 30, 2019
(All amounts expressed in CAD dollars, unless otherwise stated)
BACKGROUND
The following management discussion and analysis (“MD&A”) of the results of operations and financial condition, prepared as of January 28, 2019, should be read in conjunction with the consolidated financial statements of HashChain Technology Inc. (the “Company” or “HTI”) for the period ended November 30, 2019, and accompanying notes thereto. The financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) and all amounts are presented in Canadian dollars unless noted otherwise.
DESCRIPTION OF BUSINESS AND OVERALL PERFORMANCE
HashChain Technology Inc. is a blockchain technology company focused on cryptocurrency mining and was listed for trading on the TSX Venture Exchange on December 18, 2017 trading under the stock symbol “KASH.” The Company was incorporated in British Columbia, Canada, on February 18, 2017 as Chortle Capital Corp and subsequently changed its name to HashChain Technology Inc. on September 18, 2017. The Company’s head office is located at 40 Beaver Street, Albany, NY 12205. As of November 30, 2019, the Company had one wholly owned subsidiary: HashChain Mining LLC. In October 2019, Global Crypto Public Accounting Ltd. was voluntarily dissolved by the Company.
HashChain’s corporate strategy is to constantly evaluate the rapidly changing cryptocurrency market and adapt accordingly through strategic growth opportunities. The Company recognizes income from the provision of transaction verification services, known as ‘crypto-currency mining’, for which the Company receives digital currencies and records them at their fair value on the date received.
On July 3, 2018, in order to focus on cryptocurrency mining the Company’s Board of Directors agreed to a plan to spin out the cryptocurrency accounting and tax compliance portion of the Company’s business, Global Crypto Public Accounting Ltd. (“Global”), into its own publicly traded company.
This plan was superseded by the Company disposing of its software and related assets (“NODE40 assets”) held in Global during the year ended August 31, 2019 as follows:
On September 20, 2018, the Company and the vendors of the NODE40 assets entered into an amendment to the asset purchase agreement to (i) extend the due date of the US$2,000,000 cash payment which was originally due 180 days following the closing date to February 15, 2019 and (ii) extend the due date of the 980,346 common shares which were originally due 180 days following the closing date to February 15, 2019. The vendors of the NODE40 assets agreed to cancel the 3,600,000 common shares of the Company which they were issued on the closing date of February 15, 2018 and the Company agreed to return the Masternode Rewards and all Dash cryptocurrency paid to the Company by customers for services associated with the NODE40 Masternode services and accounting software to the vendors. In addition, the vendors were to be issued 110 common shares of Global.
On November 14, 2018, the Company entered into an asset purchase agreement to sell its proprietary software and assets related to the NODE40 software platform. The terms of the asset purchase agreement were as follows:
● | The Company agreed to deliver to the buyer all remaining assets and proprietary software related to the NODE40 platform. |
● | In exchange for the assets related to the NODE40 software mentioned above, the buyer agreed to forgive the US $5,200,000 of convertible loans payable and loans payable owed to the buyer by the Company. |
● | The Company delivered to the buyer an amount equal to $400,000 less expenses paid for by the Company from the period beginning on November 1, 2018 and ending on the closing date of the agreement. |
In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the assets and liabilities associated with the disposal group were reclassified from their respective financial statement classifications to “assets held for sale” and “liabilities associated with assets held for sale” during the year ended August 31, 2018.
The fair value of the disposal group of $6,480,241 was compared to the carrying value of the disposal group at year-end of $14,235,272, resulting in an impairment of goodwill of $7,755,031.
HASHCHAIN TECHNOLOGY INC. |
MANAGEMENT’S DISCUSSION AND ANALYSIS FOR PERIOD ENDED NOVEMVER 30, 2019 |
(All amounts expressed in CAD dollars, unless otherwise stated) |
At August 31, 2018, the assets and liabilities related to the disposal group were as follows:
Assets held for sale | ||||
$ | ||||
Digital currencies | 169,556 | |||
Prepaid expenses | 24,598 | |||
Property and equipment | 77,430 | |||
Intangible assets | 4,445,602 | |||
Goodwill | 2,034,639 | |||
Assets held for sale | 6,751,825 |
Liability associated with Assets Held for Sale
Deferred revenue | 277,879 |
On October 23, 2018, 3,600,000 shares were returned to treasury per the terms of the amendment signed on September 20, 2018 and recorded at $622,901 based on the estimated fair value of the assets that were returned to the vendors.
The asset purchase agreement closed on November 21, 2019. The gain on disposition was comprised of:
$ | ||||
Loans payable | 5,273,135 | |||
Convertible loans payable | 1,581,940 | |||
Net consideration | 6,855,075 | |||
Less: net assets | 5,826,336 | |||
Less: working capital adjustment | 300,559 | |||
Gain on disposition of NODE40 assets | 728,179 |
The operating results of the disposal group are presented as discontinued operations during the years ended August 31, 2019 and 2018 as follows:
Net loss from discontinued operation | 2019 | 2018 | ||||||
$ | $ | |||||||
Income from digital currency mining | 124,195 | 728,215 | ||||||
Depreciation | (9,435 | ) | (348,414 | ) | ||||
114,761 | 379,801 | |||||||
Advertising and promotion | - | 9,221 | ||||||
Consulting fees | 23,998 | 153,224 | ||||||
Foreign exchange gain | (98,393 | ) | 285,769 | |||||
Insurance | 19,891 | 16,199 | ||||||
Office and miscellaneous | 59,193 | 168,808 | ||||||
Professional fees | 2,215 | 67,032 | ||||||
Wages | 580,747 | 91,143 | ||||||
Realized loss on disposal of digital currencies | 74,756 | - | ||||||
Loss on digital currency revaluation | 30,232 | 77,479 | ||||||
Loss from discontinued operations, before remeasurement | - | 1,502,682 | ||||||
Impairment on remeasurement of disposal group | - | 7,755,031 | ||||||
Loss from discontinued operations | 774,662 | 9,257,713 |
2
HASHCHAIN TECHNOLOGY INC. |
MANAGEMENT’S DISCUSSION AND ANALYSIS FOR PERIOD ENDED NOVEMVER 30, 2019 |
(All amounts expressed in CAD dollars, unless otherwise stated) |
In October 2019, Global was voluntarily dissolved by the Company.
HIGHLIGHTS FOR THE PERIOD ENDED NOVEMBER 30, 2019
● | Generated income of $2.3 million from the mining of digital currencies. |
● | Mined 197 newly minted Bitcoin. |
● | Incurred a net loss of $2.3 million for the period. |
As of January 28, 2020, the Company was operating approximately 10,000 Bitcoin mining rigs in a data centre located in Buffalo, New York.
OUTLOOK
The Company continues to evaluate its options in order to execute on its strategy to grow as a market leader in the blockchain infrastructure industry and will increase operations by bringing its digital currency mining footprint to 17.5 megawatts of computing power during 2020.
As of the date of this report, the Company has deployed approximately 10,000 mining rigs in its Buffalo data center.
As noted in the subsequent events section of the MD&A, on March 28, 2019, the Company announced that it has entered into a Definitive Agreement with shareholders of Digihost International, Inc. whereby the business and assets of the Company and Digihost will be combined by way of a share exchange between the Company and shareholders of Digihost, constituting a “reverse-takeover” of the Company by Digihost under the policies of the TSX Venture Exchange.
Due to increasing costs of cryptocurrency mining and volatility in the valuation of mined-cryptocurrencies, the hosting expenses paid by HashChain to its colocation facility per coin mined are presently greater than the value of the coins mined. Completion of the Proposed Transaction will vertically integrate the hosting business to be acquired by Digihost with the mining operations of HashChain, such that the cost of mining is significantly reduced.
The Proposed Transaction and matters related thereon will be submitted to shareholders of the Company at an annual general and special meeting of its shareholders (the “Meeting”). The upcoming Meeting was held on January 14, 2020 at 10:00 a.m. at the offices of Peterson McVicar LLP, located at Suite 902, 18 King Street E., Toronto, Ontario. A copy of the management information circular which explains the terms of the Proposed Transaction is available under the Company’s profile on SEDAR at www.sedar.com. The Proposed Transaction was approved by shareholders at this Meeting.
Management of the Company anticipates that the completion of the Proposed Transaction would provide a number of benefits to HashChain, including:
● | reduced costs of cryptocurrency mining through the vertical integration of HashChain’s operations and the termination of the hosting services agreement with Bit.Management, LLC, who the Company currently pays for rent for the physical space of its rigs and for the electricity used in its cryptocurrency operations; |
● | release from accrued liabilities owing to Bit.Management, LLC pursuant to the hosting services agreement; and |
● | increased access to capital as a result of the minimum $5.4 million concurrent financing of Digihost to be completed prior to completion of the Proposed Transaction. |
3
HASHCHAIN TECHNOLOGY INC. |
MANAGEMENT’S DISCUSSION AND ANALYSIS FOR PERIOD ENDED NOVEMVER 30, 2019 |
(All amounts expressed in CAD dollars, unless otherwise stated) |
Upon completion of the Proposed Transaction, the mining operation will have 12,895 Bitcoin mining rigs with the ability to expand to 17.5 MW of computing power with electricity at an average all-in cost of USD$0.05/kWh. The operating facility is located in Buffalo, New York, with over 70,000 square feet under a five-year lease and an option to lease additional facility space totalling 240,000 square feet after three years. HashChain will focus on validation through mining, hosting solutions and blockchain software solutions.
LIQUIDITY AND CAPITAL RESOURCES
The Company commenced earning income from digital currency mining in mid-November 2017, however it has limited history and no assurances that historical performance will be indicative of future performance. At November 30, 2019, the Company had a working capital deficiency of $2,205,299 compared to a working deficiency of $661,588 at August 31, 2019.
The Company’s ability to continue as a going concern is dependent on the Company’s ability to efficiently mine and liquidate digital currencies, manage operational expenses and raise additional funds through debt or equity financing. Management anticipates working with Digihost in the short-term to raise additional capital or help fund ongoing operations and will continue to reduce expenses as it realigns its business model (see Bitcoin transfer agreement section of MD&A).
The net change in the Company’s cash position as at November 30, 2019 compared to August 31, 2019 was a decrease of $36,662. Operating activities used cash of $36,662 which was primarily due to the converting of digital currencies which worked to offset the operating loss combined with changes in working capital items. For the period ended November 30, 2018, investing activities used cash of $440,822 which consisted of items pertaining to the disposition of the NODE40 platform (2019, $0). Financing activities used cash of $1,315,100 for the period ended November 30, 2018 which was attributable to the repayment of a loan during the period (2019, $0).
OUTSTANDING SHARE DATA
The following share capital data is current as of the date of this document:
Balance | ||||
Shares issued and outstanding | 261,222,157 |
As at the date of this report, 261,222,157 common shares were issued and outstanding, with 20,780,000 stock options and 29,823,400 warrants issued and outstanding. There are TSXV and securities laws restrictions on resale, as well as voluntary restrictions on certain shares, as detailed in the Company’s Final long form Prospectus dated December 12, 2017 filed on SEDAR and subsequent continuous disclosure filings of the Company.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2019
During the three-month period ended November 30, 2019, the Company recorded a loss from continuing operations of $2,269,384 compared to a recognized loss of $2,920,324 for the three months ended November 30, 2018.
Income:
Income for the first quarter were $2,320,301 from the mining of digital currencies as compared to the first quarter income of the prior year of $2,657,587.
4
HASHCHAIN TECHNOLOGY INC. |
MANAGEMENT’S DISCUSSION AND ANALYSIS FOR PERIOD ENDED NOVEMVER 30, 2019 |
(All amounts expressed in CAD dollars, unless otherwise stated) |
Operating Expenses:
Operating and maintenance costs for the first quarter were $3,730,540 and consisted of coins transferred to apply against electricity fees owed (see Bitcoin transfer agreement section of MD&A). Depreciation for the first quarter of $699,060 and represents the straight-line depreciation of the mining rig equipment over an expected life of three years.
General and Administrative Expenses:
Professional fees $158,274 consisted primarily of legal fees related to the Company’s current and future plans.
Other expenses:
The Company recorded “Other Items” amounts during the period ended November 30, 2019 including:
● | Gain on revaluations of digital currencies on hand of $23,360. |
● | Loss on disposal of digital currencies of $10,994. |
For the period ended November 30, 2018, there was a loss from discontinued operations of $774,662 and gain on disposal of discontinued operations of $728,179 related to the disposal of the NODE40 assets, as summarized below:
The asset purchase agreement closed on November 21, 2019. The gain on disposition was comprised of:
$ | ||||
Loans payable | 5,273,135 | |||
Convertible loans payable | 1,581,940 | |||
Net consideration | 6,855,075 | |||
Less: net assets | 5,826,336 | |||
Less: working capital adjustment | 300,559 | |||
Gain on disposition of NODE40 assets | 728,179 |
The operating results of the disposal group are presented as discontinued operations during the years ended August 31, 2019 and 2018 as follows:
Net loss from discontinued operation | 2019 | 2018 | ||||||
$ | $ | |||||||
Income from digital currency mining | 124,195 | 728,215 | ||||||
Depreciation | (9,435 | ) | (348,414 | ) | ||||
114,761 | 379,801 | |||||||
Advertising and promotion | - | 9,221 | ||||||
Consulting fees | 23,998 | 153,224 | ||||||
Foreign exchange gain | (98,393 | ) | 285,769 | |||||
Insurance | 19,891 | 16,199 | ||||||
Office and miscellaneous | 59,193 | 168,808 | ||||||
Professional fees | 2,215 | 67,032 | ||||||
Wages | 580,747 | 91,143 | ||||||
Realized loss on disposal of digital currencies | 74,756 | - | ||||||
Loss on digital currency revaluation | 30,232 | 77,479 | ||||||
Loss from discontinued operations, before remeasurement | - | 1,502,682 | ||||||
Impairment on remeasurement of disposal group | - | 7,755,031 | ||||||
Loss from discontinued operations | 774,662 | 9,257,713 |
5
HASHCHAIN TECHNOLOGY INC. |
MANAGEMENT’S DISCUSSION AND ANALYSIS FOR PERIOD ENDED NOVEMVER 30, 2019 |
(All amounts expressed in CAD dollars, unless otherwise stated) |
SELECTED QUARTERLY INFORMATION FOR MOST RECENT COMPLETED QUARTERS
November 30,
2019 |
August 31,
2019 |
May 31,
2019 |
February 28,
2019 |
|||||||||||||
$ | $ | $ | $ | |||||||||||||
Total income | 2,320,301 | 3,992,183 | 2,849,265 | 2,004,067 | ||||||||||||
Net loss | (2,269,384 | ) | (497,579 | ) | (1,301,928 | ) | (2,541,496 | ) | ||||||||
Basic and diluted loss per share | (0.01 | ) | (0.01 | ) | (0.01 | ) | (0.01 | ) |
November 30,
2018 |
August 31,
2018 |
May 31,
2018 |
February 28,
2018 |
|||||||||||||
$ | $ | $ | $ | |||||||||||||
Total income | 2,657,587 | 2,102,397 | 1,029,837 | 216,534 | ||||||||||||
Net loss | (4,253,033 | ) | (28,363,074 | ) | (4,057,335 | ) | (4,685,105 | ) | ||||||||
Basic and diluted loss per share | (0.02 | ) | (0.24 | ) | (0.03 | ) | (0.05 | ) |
RELATED PARTY TRANSACTIONS
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors and corporate officers.
For the period ended November 30, 2019, key management compensation includes wages of $0 (2018 - $280,547) and share- based compensation of $0 (2018 - $263,624) incurred to directors, corporate officers and management.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company has prepared the accompanying unaudited condensed interim consolidated financial statements in accordance with IAS 34, using accounting policies consistent with IFRS. Significant accounting policies are described in Note 2 of the Company’s annual financial statements as at and for the year ended August 31, 2019 and the Company’s interim financial statements as at and for the three months ended November 30, 2019.
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates.
The Company’s significant estimates and judgements for the period ended November 30, 2019 included:
Significant judgments
(a) | Classification of digital currencies as current assets |
The Company’s determination to classify its holding of digital currencies as current assets is based on management’s assessment that its digital currencies held can be considered to be commodities, the availability of liquid markets to which the Company may sell a portion of its holdings and that the Company is actively selling its digital currencies in the near future to generate a profit from price fluctuations.
6
HASHCHAIN TECHNOLOGY INC. |
MANAGEMENT’S DISCUSSION AND ANALYSIS FOR PERIOD ENDED NOVEMVER 30, 2019 |
(All amounts expressed in CAD dollars, unless otherwise stated) |
(b) | Functional currency |
The functional currency of the Company has been assessed by management based on consideration of the currency and economic factors that mainly influence the Company’s digital currencies, production and operating costs, financing and related transactions. Specifically, the Company considers the currencies in which digital currencies are most commonly denominated and expenses are settled by each entity as well as the currency in which each entity receives or raises financing. Changes to these factors may have an impact on the judgment applied in the determination of the Company’s functional currency.
(c) | Asset acquisitions |
Management determines whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.
(d) | Income from digital currency mining |
The Company recognizes income from the provision of transaction verification services within digital currency networks, commonly described as “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the 24-hour trailing weighted average rate at the time of the transaction per CoinMarketCap, an online coin price aggregator. The coins are recorded on the consolidated statement of financial position, as digital currencies, at their fair value less costs to sell and re-measured at each reporting date. Revaluation gains and losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit or loss in accordance with the Company’s treatment of its digital currencies as a traded commodity.
There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining of digital currencies and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations, including the stage of completion being the completion and addition of a block to the blockchain and the reliability of the measurement of the digital currency received.
(e) | Going concern |
The assumption that the Company will be able to continue as a going concern is subject to significant judgments by management including the Company’s short and long-term operating budget, expected profitability, investing and financing activities, and management’s strategic planning.
Significant estimates
(a) | Business combinations |
In a business combination all identifiable assets acquired, and liabilities assumed are recorded at their fair values. In determining the allocation of the purchase price in a business combination requires management to make certain judgments and estimates about future events, including but not limited to future revenue, future digital currency prices and future operating costs.
(b) | Carrying value of computer equipment |
The Company evaluates each asset or cash generating unit every reporting period to determine whether there are any indications of impairment. If any such indication exists, which is often judgmental, a formal estimate of recoverable amount is performed and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or cash generating group of assets is measured at the higher of fair value less costs to sell and value in use. The evaluation of asset carrying values for indications of impairment includes consideration of both external and internal sources of information, including such factors as the relationship between mining rewards and the required computing power, digital currency prices, the periodic contribution margin of digital currency mining activities, changes in underlying costs, such as electricity, and technological changes.
7
HASHCHAIN TECHNOLOGY INC. |
MANAGEMENT’S DISCUSSION AND ANALYSIS FOR PERIOD ENDED NOVEMVER 30, 2019 |
(All amounts expressed in CAD dollars, unless otherwise stated) |
When required, the determination of fair value and value in use requires management to make estimates and assumptions about digital currency prices, required computing power, technological changes and operating costs, such as electricity. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances some or all of the carrying value of the assets may be further impaired or the impairment charge reduced with the impact recorded in the statement of comprehensive income.
(c) | Depreciation |
Depreciation of computing equipment is an estimate of its expected life. In order to determine the useful life of computing equipment, assumptions are required about a range of computing industry market and economic factors, including required hashrates, technological changes, availability of hardware and other inputs, and production costs.
(d) | Deferred taxes |
The determination of the Company’s tax expense for the period and deferred tax assets and liabilities involves significant estimation and judgment by management. In determining these amounts, management interprets tax legislation in a variety of jurisdictions and makes estimates of the expected timing of the reversal of deferred tax assets and liabilities, the deferral and deductibility of certain items and interpretation of the treatment for tax purposes of digital currencies by taxation authorities. Management also makes estimates of future earnings, which affect the extent to which potential future tax benefits may be used. The Company is subject to assessments by various taxation authorities, which may interpret legislation differently. These differences may affect the final amount or the timing of the payment of taxes. The Company provides for such differences where known based on management’s best estimate of the probable outcome of these matters.
(e) | Digital currency valuation |
Digital currencies consist of cryptocurrency denominated assets such as Bitcoin and Dash and are included in current assets. Digital currencies are carried at fair value, which is determined using the 24-hour trailing weighted average rate at the time of the transaction per Brave New Coins, an online coin price aggregator. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position.
(f) | Share-based compensation |
The Company utilizes the Black-Scholes Option Pricing Model (“Black-Scholes”) to estimate the fair value of stock options granted to directors, officers, employees, and consultants. The use of Black-Scholes requires management to make various estimates and assumptions that impact the value assigned to the stock options including the forecast future volatility of the stock price, the risk-free interest rate, dividend yield and the expected life of the stock options. Any changes in these assumptions could have a material impact on the share-based compensation calculation value, however the most significant estimate is the volatility. Expected future volatility can be difficult to estimate as the Company has had limited history and is in a unique industry, and historical volatility is not necessarily indicative of future volatility.
Adoption of New Accounting Standards
The Company adopted the following new accounting standards effective September 1, 2018
IFRS 15 – “Revenue from Contracts with Customers”: This standard specifies how and when revenue should be recognized based on a five-step model, which is applied to all contracts with customers.
The Company determined that no contract exists with the digital currency network participant community as a whole in accordance with IFRS 15. This is because under such an implied contract, there are no enforceable rights and obligations which may be enforced against any individually identifiable parties. Therefore, the requirements of IFRS 15.9(b) are not met and the income from mining of digital currencies does not meet the definition of revenue. Newly minted digital currencies do however continue to represent an inflow to the Company due to the economic benefit in the form of an increase in assets and therefore should be recognized as income from digital currency mining on completion of the transaction verification services. The adoption of IFRS 15 resulted in presentation changes which were applied retrospectively, specifically that revenue is now referred to as income from digital currency mining. There was no other impact from the adoption of IFRS 15 on the Company’s consolidated financial statements.
8
HASHCHAIN TECHNOLOGY INC. |
MANAGEMENT’S DISCUSSION AND ANALYSIS FOR PERIOD ENDED NOVEMVER 30, 2019 |
(All amounts expressed in CAD dollars, unless otherwise stated) |
IFRS 9 Financial Instruments - IFRS 9 addresses classification and measurement of financial assets and replaces the multiple category and measurement models in IAS 39 for debt instruments with a new mixed measurement model having only two categories: amortized cost and fair value through profit or loss. IFRS 9 also replaces the models for measuring equity instruments and such instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive income. The effective date of this standard was September 1, 2018. The Company has adopted this new standard as of its effective date on a retrospective basis with the exception of financial assets that were derecognized at the date of initial application, September 1, 2018. The 2018 comparatives were not restated.
The following new standards, amendments to standards and interpretations have been issued but are not yet effective for the quarter ended November 30, 2019 and accordingly, have not been applied in preparing these unaudited interim consolidated financial statements:
IFRS 16: Leases. The new standard will replace IAS 17 Leases and is effective for annual periods beginning on or after January 1, 2019. IFRS 16 removes the classification of leases as either operating leases or finance leases for a lessee. Instead, all leases are treated in a comparable way to finance leases applying IAS 17. IFRS 16 does not require a lessee to recognize assets and liabilities for short-term leases (i.e. leases of 12 months or less) and leases of low-value assets. The Company is assessing the effect of this standard on the Company’s subsequent interim consolidated financial statements.
The Company estimates to recognize approximately $635,000 as a right-of-use asset and a corresponding lease liability in connection with its lease of its office.
Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
All financial instruments are recorded initially at fair value. In subsequent periods, all financial instruments are measured based on the classification adopted for the financial instruments. Fair value through profit or loss financial assets and liabilities are subsequently measured at fair value with the change in the fair value recognized in net loss during the period. Financial assets and liabilities classified as measured at amortized cost are subsequently measured at amortized cost using the effective interest rate method.
Fair Values
Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s statement of financial position as at November 30, 2019, as follows:
Fair Value Measurements Using
Quoted
prices in active markets for identical instruments |
Significant
other observable inputs |
Significant
unobservable inputs |
Balance,
November 30, |
|||||||||||||
(Level 1) | (Level 2) | (Level 3) | 2019 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Cash | 3,310 | – | – | 3,310 |
9
HASHCHAIN TECHNOLOGY INC. |
MANAGEMENT’S DISCUSSION AND ANALYSIS FOR PERIOD ENDED NOVEMVER 30, 2019 |
(All amounts expressed in CAD dollars, unless otherwise stated) |
The fair value of other financial instruments, which includes amounts receivable and accounts payable, approximate their carrying values due to the relatively short-term maturity of these instruments.
The Company is exposed to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures.
The principal financial instruments used by the Company, from which financial instrument risk arises, are cash and accounts payable.
The Company’s financial instruments are exposed to certain financial risks, which include the following:
Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counter-party default on its obligation. The Company minimizes its credit risk associated with its cash balance by dealing with major financial institutions in Canada. Amounts receivable consist of GST refunds due from the Government of Canada. The carrying amount of financial assets represents the maximum credit exposure.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Company manages liquidity risk by maintaining sufficient cash balances and adjusting its operating budget and expenditure. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital in order to meet short-term and other specific obligations.
Foreign currency risk
Currency risk relates to the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations affect the income generated and costs that the Company incurs in its operations.
The Company mines cryptocurrency which has a market value stated in US dollars. The fluctuation of US dollars relative to the Company’s presentation currency of Canadian dollars will impact the profitability of the company and the value of the Company’s assets and liabilities and the amount of shareholders’ equity.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to interest rate risk is limited and only relates to its ability to earn interest income on cash balances at variable rates. Changes in short term interest rates will not have a significant effect on the fair value of the Company’s cash account
BITCOIN TRANSFER AGREEMENT
As a result of the decline in cryptocurrency prices, in October 2018 a verbal agreement was made between management of HashChain Technology Inc., and Bit.Management, LLC. This agreement consisted of the following parameters for the month of October 2018 and going forward:
1. | On a weekly basis, HashChain would transfer all Bitcoin mined by its 8,395 rigs to Bit.Management, LLC in lieu of the monthly minimum recurring charges. |
2. | This verbal arrangement would be revised if/when the mining of Bitcoin became profitable. |
10
HASHCHAIN TECHNOLOGY INC. |
MANAGEMENT’S DISCUSSION AND ANALYSIS FOR PERIOD ENDED NOVEMVER 30, 2019 |
(All amounts expressed in CAD dollars, unless otherwise stated) |
With the price of Bitcoin rising over 50% during the month of May 2019 and continued appreciation into June 2019, HashChain Technology Inc.’s machines would now be profitable against the electrical cost per the Colocation Facilities Agreements of US $0.10 per kwh. Due to this, HashChain proposes the following:
1. | The parties acknowledge HashChain’s record of coins mined by its machines taken at each day’s Bitcoin price compared to the total to what would’ve been owed to Bit.Management, LLC under terms of the colocation agreements prior to the verbal agreement referenced above, and agree that the resulting cumulative balance, less the security deposits (released at the earlier request of Bit.Management, LLC), now be recognized as a liability of HashChain to Bit Management LLC. As of the August 31, 2019 Financial Statement, a liability of $639,756 was recognized on the Balance Sheet of the Company for this obligation. |
2. | HashChain to continue transferring BTC mined on 8,395 rigs currently in operation to Bit.Management, LLC. |
3. | Bit.Management, LLC to put HashChain’s remaining 3,500 rigs in operation, to be operated and hosted on the same basis as the 8,395 rigs. |
4. | HashChain will continue to pay the hosting/electric costs on all rigs in operation (through application of coins mined and sold by Bit.Management, LLC), and the residual value of the coins mined and sold by Bit.Management, LLC will be applied to pay down the agreed liability, as described in #1 above. |
5. | From the date of this agreement, BTC mined from the rigs in operation will be valued based on broker receipts evidencing sales effected by Bit.Management, LLC on each Monday, Wednesday and Friday at 9:00 am (Pacific) that is a business day (each, a “Sale Date”). Coins will be sold on the first Sale Date following the date such coins were mined. |
6. | It is understood that HashChain will require operating funds from time to time. For this purpose, Bit.Management, LLC may release the proceeds of sale of Bitcoin in such amounts as it may determine in its sole discretion and such amounts shall be added to what is owed to Bit.Management, LLC under terms and conditions of the colocation agreements. |
DIGITAL CURRENCY AND RISK MANAGEMENT
As of November 30, 2019, the Company’s digital currencies consisted of Bitcoin with a fair value of $42,523. Digital currencies are measured using level one fair values, determined by taking the rate from market currency exchanges.
Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The profitability of the Company is directly related to the current and future market price of coins; in addition, the Company may not be able liquidate its inventory of digital currency at its desired price if required. A decline in the market prices for coins could negatively impact the Company’s future operations. The Company has not hedged the conversion of any of its coin sales.
Digital currencies have a limited history and the fair value historically has been very volatile. Historical performances of digital currencies are not indicative of their future price performance. The Company’s digital currencies currently consist of Bitcoin, and an 85% variance in the price of Bitcoin could have a $36,145 impact on the Company’s earnings before tax.
OFF-BALANCE SHEET TRANSACTIONS
The Company has not entered into any significant off-balance sheet arrangements or commitments.
SUBSEQUENT EVENTS
On March 28, 2019, the Company announced that it has entered into a Definitive Agreement with the shareholders of Digihost International, Inc. (“Digihost”) whereby the business and assets of the Company and Digihost will be combined by way of a share exchange between the Company and shareholders of Digihost, constituting a “reverse-takeover” of the Company by Digihost under the policies of the TSX Venture Exchange (the “Proposed Transaction”). Digihost is a private company focused on providing cryptocurrency hosting services to cryptocurrency miners.
The Proposed Transaction is anticipated to be completed by way of share exchange. All existing stock options of HashChain will be cancelled and will not be exchanged for corresponding securities of the resulting issuer. Holders of existing common share purchase warrants shall receive common share purchase warrants in the capital of the resulting issuer on equivalent terms and conditions.
11
HASHCHAIN TECHNOLOGY INC. |
MANAGEMENT’S DISCUSSION AND ANALYSIS FOR PERIOD ENDED NOVEMVER 30, 2019 |
(All amounts expressed in CAD dollars, unless otherwise stated) |
Assuming completion of the Proposed Transaction, 82% of the total resulting issuer shares will be issued to Digihost shareholders, and Digihost will become a wholly owned subsidiary of the Company. Upon completion of the Proposed Transaction, the issuer resulting from the Proposed Transaction will carry on the business previously carried on by Digihost. It is anticipated that upon completion of the Proposed Transaction, the resulting issuer will be listed as Tier 2 Technology Issuer under the policies of the TSX Venture Exchange.
It is anticipated that the Company will also consolidate its common shares outstanding on a basis of 40 pre-consolidation shares for 1 post consolidation shares. The Proposed Transaction is subject to TSX Venture Exchange and Shareholder approval.
On August 30, 2019, the Company entered into an extension agreement with the Digihost Shareholders extending the close date from August 31, 2019 to October 31, 2019 and on November 28, 2019, the Company entered into a second extension agreement extending the close date to February 29, 2020.
RISK AND UNCERTAINTIES
Conflicts of Interest
Certain directors of the Company also serve as directors and/or officers of other companies involved in other business ventures. Consequently, there exists the possibility for such directors to be in a position of conflict. Any decision made by such directors involving the Company will be made in accordance with their duties and obligations to deal fairly and in good faith with the Company and such other companies. In addition, such directors will declare, and refrain from voting on, any matter in which such directors may have a conflict of interest.
Negative Operating Cash Flows
As the Company is at the early stage start up stage it may continue to have negative operating cash flows. Prior to the development of existing revenue streams from its business, the Company may continue to have negative operating cash flows until it can realize stable cash flow from operations.
Risks Related as a Going Concern
The Company commenced earning income in November 2017 and has a limited history. No assurance can be provided that historical performance will be indicative of future performance. The ability of the Company to continue as a going concern is dependent upon its ability to achieve profitable operations, obtain additional capital and receive continued support from its shareholders.
Reliance on Key Personnel and Advisors
The Company relies heavily on its officers. The loss of their services may have a material adverse effect on the business of the Company. There can be no assurance that one or all of the employees of, and contractors engaged by, the Company will continue in the employ of, or in a consulting capacity to, the Company or that they will not set up competing businesses or accept positions with competitors. There is no guarantee that certain employees of, and contractors to, the Company who have access to confidential information will not disclose the confidential information.
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The information provided in this report is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the accompanying financial statements.
12
HASHCHAIN TECHNOLOGY INC. |
MANAGEMENT’S DISCUSSION AND ANALYSIS FOR PERIOD ENDED NOVEMVER 30, 2019 |
(All amounts expressed in CAD dollars, unless otherwise stated) |
RISK FACTORS
Market Risk for Securities
The market price for the Company’s common shares is subject to fluctuations. Factors such as commodity prices, government regulation, interest rates, share price movements of peer companies and competitors, as well as overall market movements, may have a significant impact on the market price securities. The stock market has from time to time experienced extreme price and volume fluctuations, which have often been unrelated to the operating performance of particular companies.
Uninsured or Uninsurable Risk
The Company may become subject to liability for risks against which cannot be insured or against which the Company may elect not to insure due to the high cost of insurance premiums or other factors. The payment of any such liabilities would reduce the funds available for usual business activities. Payment of liabilities for which insurance is not carried may have a material adverse effect on the Company’s financial position and operations.
Conflicts of Interest Risk
Certain directors and officers are also directors and operators in other companies. Situations may arise in connection with potential acquisitions or opportunities where the other interests of these directors’ and officers’ conflict with or diverge from the Company’s interests. In accordance with the BCBCA, directors who have a material interest in any person who is a party to a material contract or a proposed material contract are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors and the officers are required to act honestly and in good faith with a view to the Company’s best interest. However, in conflict of interest situations, directors and officers may owe the same duty to another company and will need to balance their competing interests with their duties to the Company.
Circumstances (including with respect to future corporate opportunities) may arise that may be resolved in a manner that is unfavorable to the Company.
Key Personnel Risk
The Company’s success will depend on its directors and officers to develop the business, manage operations, attract and retain key quality staff and consultants. The loss of any key person or the inability to find and retain new key persons could have a material adverse effect on the business. No assurance can be provided that the Company will be able to attract or retain key personnel in the future, which may adversely impact operations.
Dividend Risk
The Company has not paid dividends in the past and does not anticipate paying dividends in the near future. Earnings are expected to be retained to finance further growth and, when appropriate, retire obligations.
Share Price Volatility Risk
External factors outside of the Company’s control such as sentiments toward the cryptocurrency sector may have a significant impact on the market price of the Company’s common shares. Global stock markets, including the TSX Venture Exchange, have from time to time experienced extreme price and volume fluctuations that have often been unrelated to the operations of particular companies. There can be no assurance that an active or liquid market will develop or be sustained for the common shares.
Regulatory risk
In terms of regulatory risks, governments may take action in the future that prohibit or restrict the right to acquire, own, hold, sell, use or trade digital currencies or exchange digital currencies for fiat currency. Such restrictions, while impossible to predict, could result in the Company liquidating its digital currencies inventory at unfavorable prices which may have a material adverse affect on the Company. The Company has liquidated a portion of coins, partially in order to mitigate against the aforementioned risk.
13
HASHCHAIN TECHNOLOGY INC. |
MANAGEMENT’S DISCUSSION AND ANALYSIS FOR PERIOD ENDED NOVEMVER 30, 2019 |
(All amounts expressed in CAD dollars, unless otherwise stated) |
Market risk
The Company is at risk due to the volatility in the pricing of its digital currency mined by the Company and held in inventory – wide fluctuations in price, speculation, negative media coverage (highlighting for example, regulatory actions and lawsuits against industry participants) and downward pricing (and in particular Bitcoin) may adversely affect investor confidence, and ultimately, the value of the Company’s digital currency inventory which may have a material adverse effect on the Company, including an adverse effect on the Company’s profitability from current operations.
The Company is also at risk due to the volatility of network hashrates (and lag between network hashrate and underlying cryptocurrency pricing), which may have an adverse effect on the Company’s costs of mining. The Company is also at risk due to volatility in energy (electricity) pricing, which is a key factor in the Company’s profitability of its mining operations.
Risks of loss, theft or cybercrime
Due to the intangible nature of digital currencies, the Company’s digital currencies are subject to loss, theft and cybercrime relating to the Company’s coins. This could involve physical theft of the key, loss of the key in order to access the Company’s digital wallets, as well as cybercrimes which could potentially appropriate the Company’s coins. In order to mitigate against these risks, the Company stores its wallets in a secure cold storage facility.
Other Risk
There have been no changes in the risk factors pertaining to the Company since the Company’s Final long form Prospectus dated December 12, 2017 (the “Final long form Prospectus”) and available on SEDAR at www.sedar.com, other than noted above. The disclosure in this MD&A is subject to, and should be read in conjunction with, the risk factors outlined in the Final long form Prospectus.
CAUTIONARY NOTE REGARDING FORWARDING LOOKING STATEMENTS
This MD&A contains certain statements that may constitute “forward-looking statements”. Forward-looking statements include but are not limited to, statements regarding future expansion, rig purchases, electrical consumption, business goals, anticipated business developments and the timing thereof, regulatory compliance, sufficiency of working capital, business and financing plans, and other forward-looking statements including but not limited to information concerning intentions, plans and future actions of the Company.
In connection with the forward-looking information contained in this MD&A, the Company has made assumptions about the Company’s ability to expand operations; profitably mine and liquidate digital currency inventory as required; historical prices of digital currencies; and operate in the future without any regulation or law imposed which would prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business.
The forward-looking information in this MD&A reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or which by their nature refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, the Company’s ability to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies.
OTHER INFORMATION
Additional information on the Company is available on SEDAR at www.sedar.com.
14
Exhibit 99.3
This is an unofficial consolidation of Form 52-109FV2 Certification of Interim Filings Venture Issuer Basic Certificate reflecting amendments made effective January 1, 2011 in connection with Canada’s changeover to IFRS. The amendments apply for financial periods relating to financial years beginning on or after January 1, 2011. This document is for reference purposes only and is not an official statement of the law.
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Paul Ciullo, the Chief Financial Officer of HashChain Technology, Inc., certify the following:
1. | Review: I have reviewed the interim financial reports and interim (together, the “interim filings”) of HashChain Technology, Inc., (the “issuer”) for the interim period ended November 30, 2019. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: January 28, 2020
“Paul Ciullo” | |
Paul Ciullo | |
Chief Financial Officer |
1 |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
2
Exhibit 99.4
This is an unofficial consolidation of Form 52-109FV2 Certification of Interim Filings Venture Issuer Basic Certificate reflecting amendments made effective January 1, 2011 in connection with Canada’s changeover to IFRS. The amendments apply for financial periods relating to financial years beginning on or after January 1, 2011. This document is for reference purposes only and is not an official statement of the law.
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Patrick Gray, the Chief Executive Officer of HashChain Technology, Inc., certify the following:
1. | Review: I have reviewed the interim financial reports and interim (together, the “interim filings”) of HashChain Technology, Inc., (the “issuer”) for the interim period ended November 30, 2019. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: January 28, 2020
“Patrick Gray” | |
Patrick Gray | |
Chief Executive Officer |
1 |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
2
Exhibit 99.5
DIGIHOST TECHNOLOGY INC. ANNOUNCES CLOSING OF PRIVATE PLACEMENT AND COMPLETION OF REVERSE TAKEOVER TRANSACTION
Vancouver, BC – February 14, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce the completion of its reverse takeover transaction (the “RTO Transaction”) previously announced by news release on March 28, 2019, between Digihost International, Inc. (“Old Digihost”) and HashChain Technology Inc. (“HashChain”) and the closing of the previously announced non-brokered private placement (the “Financing”) of Old Digihost.
RTO Transaction
In connection with completion of the RTO Transaction, HashChain has changed its name to “Digihost Technology Inc.” and reclassified its common shares as subordinate voting shares (“Digihost SV Shares”), entitling holders of Digihost SV Shares to one (1) vote per Digihost SV Share on matters to be voted on by shareholders, in addition to amending its notice of articles to allow for the issuance of proportionate voting shares (the “Digihost PV Shares”). Each Digihost PV Share is convertible into two-hundred (200) Digihost SV Shares at the option of the holder. Holders of Digihost PV Shares will be entitled to one vote in respect of each Digihost SV Share into which the Digihost PV Shares may be converted.
Former shareholders of Old Digihost and HashChain are now shareholders of Digihost. Immediately prior to the completion of the RTO Transaction, HashChain completed a consolidation of all of its issued and outstanding common shares on the basis of forty (40) common shares for one (1) new common share.
Immediately prior to completion of the RTO Transaction, Old Digihost issued 164,000 Old Digihost Shares (the “Digihost Asset Shares”) in consideration for the purchase of certain assets. Pursuant to the RTO Transaction, holders of Digihost Asset Shares received approximately 181.83 Digihost SV Shares in exchange for each Digihost Asset Share, and holders of common shares of each of HashChain (on a post-consolidation basis) and Old Digihost received one (1) Digihost SV Share in exchange for each common share of HashChain and Old Digihost, as applicable. Michel Amar, the CEO and a director of Digihost, received 10,000 Digihost PV Shares in exchange for 2,000,000 common shares of Old Digihost. Additionally, directors, officers and consultants of Digihost were granted a total of 1,875,000 options to purchase Digihost SV Shares (the “Digihost Options”), with each Digihost Option exercisable for a Digihost SV Share at a price of C$0.96 and expiring five (5) years from the date of grant.
Holders of warrants of Old Digihost, including all securities issued pursuant to the Financing (as described below), received one (1) equivalent convertible security to purchase Digihost SV Shares in exchange for each Old Digihost common share purchase warrant (“Digihost SV Warrants”). As a result of the RTO and the Financing, there are now 40,073,661 Digihost SV Shares, 10,000 Digihost PV Shares, 856,160 Digihost SV Warrants and 1,875,000 Digihost Options issued and outstanding in the capital of the Company.
A total of 13,102,657 Digihost SV Shares, 10,000 Digihost PV Shares, 110,575 Digihost Warrants and 1,725,000 Digihost Options issued to insiders and consultants of the Company are escrowed in accordance with a TSXV Tier 2 Surplus escrow agreement and will be released incrementally over a 36-month period. 16,937,093 Digihost SV Shares issued to former Old Digihost shareholders and insiders of HashChain are escrowed as a TSXV Tier 2 Value escrow agreement and will also be released incrementally over a 36-month period.
Digihost will carry on the business of HashChain as a Tier 2 technology issuer and the Digihost SV Shares will be listed for trading on the TSXV on or after February 20, 2020.
Management and Board of Directors
After completion of the RTO Transaction, the Company’s board of directors includes Michel Amar (Chairman and CEO), Alec Amar (President), Adam Rossman, Jon Williams, Manish Z. Kshatriya, Gerard Rotonda, Gerard Guez, Donald H. Christie and Geoffrey Browne. Cindy Davis is the CFO and Corporate Secretary.
Further details related to the RTO Transaction, directors and management of the Company are contained in the information circular prepared for shareholders of HashChain, dated November 29, 2019 and filed on SEDAR at www.sedar.com
Private Placement Closing
Immediately prior to completion of the RTO Transaction, Digihost completed its Financing for aggregate gross proceeds of C$5,395,325.52, consisting of the sale of 5,481,912 common share subscription receipts (the “Common Share Subscription Receipts”) at a price of C$0.96, with each Common Share Subscription Receipt exchangeable for one common share (each, an “Old Digihost Share”) of Old Digihost, and 110,575 unit subscription receipts (the “Unit Subscription Receipts” and together with the Common Share Subscription Receipts, the “Subscription Receipts”) at a price of C$1.20 per Unit Subscription Receipt, with each Unit Subscription Receipt exchangeable for one unit (each, an “Old Digihost Unit”). Each Old Digihost Unit consisted of one Old Digihost Common Share and one common share purchase warrant (each, an “Old Digihost Warrant”) of Old Digihost. The Old Digihost Warrants which have been exchanged for equivalent securities of Digihost entitled the holder thereof to acquire one Old Digihost Share at a price of C$1.75 for a period of 18 months following the conversion of the Unit Subscription Receipts.
Each Subscription Receipt was automatically converted, without payment of additional consideration, into one Old Digihost Share or one Unit, as applicable, upon satisfaction of the conditions precedent to the RTO Transaction. Subsequent to the conversion of the Subscription Receipts, the Old Digihost Shares and Old Digihost Warrants issued pursuant to the Financing were exchanged for equivalent Digihost SV Shares and Digihost SV Warrants, respectively, on a 1:1 basis.
The securities issued pursuant to the Financing were subject to a four-month and one day hold period. After completion of the RTO Transaction, the securities of Digihost issued in exchange for Old Digihost securities offered pursuant to the Financing (including securities issuable thereunder) are free of trading restrictions, subject to TSXV escrow requirements, applicable U.S. securities laws and lock-up agreements entered into between purchasers of Subscription Receipts and Old Digihost.
The net proceeds of the Financing will be used by Digihost to purchase cryptocurrency mining equipment, carry on the business and operations of HashChain and for general corporate purposes.
The securities offered pursuant to the Financing have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or applicable state securities laws, and may not be offered or sold to persons in the United States absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
TSXV Approval
The RTO Transaction remains subject to final approval by the TSXV and fulfillment of all of the requirements of the TSXV in order to obtain such approval including, among other things, submission and acceptance of all documents requested by the TSXV in its conditional acceptance letter and payment of all outstanding fees to the TSXV.
Additional Information
For further information, please contact:
Digihost
Technology Inc.
Alec Amar, President and Director
T: 917-242-6549
Angie Ihler, Media Inquiries
T: 917-242-6549
Cautionary Statements:
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the completion and terms and conditions of the RTO Transaction and Financing, trading of the Company’s shares and development of its business and operations. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder, court or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
Exhibit 99.6
EARLY
WARNING REPORT FILED PURSUANT TO
PART 3 OF NATIONAL INSTRUMENT 62-103
Form 62-103F1
Required Disclosure under the Early Warning Requirements
Item 1 – Security and Reporting Issuer
1.1 | State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities. |
Digihost Technology Inc. (formerly, HashChain Technology Inc.) (the “Issuer”)
The registered head office of the Issuer is the following:
40 Beaver Street
Albany, NY
12207
1.2 | State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place. |
The transaction is a share exchange agreement between the Issuer and the shareholders of a Delaware incorporated company, Digihost International, Inc. (“Digihost”) which will constitute a reverse takeover pursuant to TSXV policy (the “RTO”).
Item 2 – Identity of the Acquiror
2.1 | State the name and address of the acquiror. |
The acquiror is Michel Amar (“Mr. Amar”) with an address at
1001 East Delavan Avenue
Buffalo, NY
14215
2.2 | State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence. |
On February 14, 2020, the Issuer and Digihost completed the RTO. Upon completion of the RTO, Mr. Amar received 10,000 proportionate voting shares of the Issuer (“PV Shares”) in exchange for 2,000,000 subordinate voting shares of the Issuer (“SV Shares”).
1 |
2.3 | State the names of any joint actors. |
Not applicable.
Item 3 – Interest in Securities of the Reporting Issuer
3.1 | State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror’s securityholding percentage in the class of securities. |
As at the date of February 14, 2020, and prior to the RTO, Mr. Amar owned nil PV Shares of the Issuer, representing 0% of the outstanding and issued PV Shares of the Issuer on a both a non-diluted and partially diluted basis. Upon completion of the RTO, Mr. Amar acquired ownership, control and direction through his holding companies of 10,000 PV Shares, representing 100% of the issued and outstanding shares of the class on both a non-diluted and partially diluted basis.
As at the date of his last Early Warning Report filed on April 1, 2019 and prior to the RTO, Mr. Amar had ownership, control and direction through his holding companies, assuming completion of the RTO, of 13,324,954 SV Shares, representing 36.9% of the then issued and outstanding shares of the class on both a non-diluted and partially diluted basis. Upon completion of the RTO, Mr. Amar had ownership, control and direction through his holding companies of 12,955,716 SV Shares, representing 32.3% of the issued and outstanding shares of the class on a non-diluted basis, and 32.8% of the issued and outstanding shares of the class on a partially diluted basis.
3.2 | State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file this report. |
See Item 3.1.
3.3 | If the transaction involved a securities lending arrangement, state that fact. |
Not applicable.
3.4 | State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report. |
See Item 3.1.
3.5 | State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which |
(a) | the acquiror, either alone or together with any joint actors, has ownership and control, |
See Item 3.1.
2 |
(b) | the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and |
Not applicable.
(c) | the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership. |
Not applicable.
3.6 | If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings. |
Not applicable.
3.7 | If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement. |
State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.
Not applicable.
3.8 | If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding. |
Not applicable.
3 |
Item 4 – Consideration Paid
4.1 | State the value, in Canadian dollars, of any consideration paid or received per security and in total. |
The value of the 10,000 PV Shares acquired pursuant to the completion of the RTO is calculated as $1,920,000, based on a deemed priced of $0.96 per SV Share for 2,000,000 SV Shares which were exchanged for PV Shares.
4.2 | In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror. |
See Item 4.1.
4.3 | If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition. |
The PV Shares were acquired and SV Shares were disposed of by Mr. Amar in accordance with the RTO.
Item 5 – Purpose of the Transaction
State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:
(a) | the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer; |
(b) | a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries; |
(c) | a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; |
(d) | a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board; |
(e) | a material change in the present capitalization or dividend policy of the reporting issuer; |
(f) | a material change in the reporting issuer’s business or corporate structure; |
4 |
(g) | a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company; |
(h) | a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace; |
(i) | the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; |
(j) | a solicitation of proxies from security holders; |
(k) | an action similar to any of those enumerated above. |
Mr. Amar is Chief Executive Officer and Chairman of the Issuer. The PV Shares were acquired and SV Shares were disposed of for investment purposes. Mr. Amar will review his holdings from time to time and may increase or decrease his position as future circumstances may dictate.
Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer
Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.
Not Applicable.
Item 7 – Change in Material Fact
If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.
Not applicable.
Item 8 – Exemption
If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.
Not applicable.
5 |
Item 9 – Certification
The acquiror must certify that the information in this report is true and complete in every respect. In the case of an agent, the certification is based on the agent’s best knowledge, information and belief but the acquiror is still responsible for ensuring that the information filed by the agent is true and complete.
This report must be signed by each person on whose behalf the report is filed or his or her authorized representative.
It is an offence to submit information that, in a material respect and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue.
Certificate
The certificate must state the following:
I, as the acquiror, certify, or I, as the agent filing this report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.
Date: February 19, 2020
Per: | (signed) “Michel Amar” | |
Michel Amar |
6
Exhibit 99.7
Not
for distribution to U.S. Newswire Services or for release, publication, distribution or dissemination
directly, or indirectly, in whole
or in part, in or into the United States.
MICHEL AMAR REPORTS EQUITY INTEREST IN DIGIHOST TECHNOLOGY INC.
Vancouver, BC – February 19, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTC Grey Market: HSSHF) – This press release is being disseminated as required by National Instrument 62-103 – The Early Warning System and Related Take Over Bids and Insider Reporting Issues, with respect to the filing of an early warning report by Michel Amar (“Mr. Amar”) in connection with the completion of the reverse takeover transaction (the “RTO Transaction”) between Digihost International, Inc. and HashChain Technology Inc., as described in Digihost’s press release of February 14, 2020.
Prior to the RTO Transaction, Mr. Amar owned nil proportionate voting shares of the Company (“PV Shares”). Upon completion of the RTO Transaction, Mr. Amar has ownership, control and direction through his holding companies over 10,000 PV Shares, representing 100% of the outstanding and issued PV Shares on both a non-diluted and partially diluted basis.
As at the date of his last early warning report filed on April 1, 2019 and prior to the RTO Transaction, Mr. Amar had ownership, control and direction through his holding companies, assuming completion of the RTO Transaction, of 13,324,954 subordinate voting shares of the Company (“SV Shares”), representing 36.9% of the then issued and outstanding shares of the class on both a non-diluted and partially diluted basis. Upon completion of the RTO Transaction, Mr. Amar has ownership, control and direction through his holding companies of 12,955,716 SV Shares, representing 32.3% of the issued and outstanding shares of the class on a non-diluted basis, and 32.8% of the issued and outstanding shares of the class on a partially diluted basis
The PV Shares and SV Shares were acquired for investment purposes. Mr. Amar will review his holdings from time to time and may increase or decrease his position as future circumstances may dictate.
For further details, please see the Early Warning Report, a copy of which is available on HashChain’s profile on SEDAR at www.sedar.com.
Additional Information
For further information, please contact:
Digihost
Technology Inc.
Alec Amar, President and Director
T: 917-242-6549
Angie Ihler, Media Inquiries
T: 917-242-6549
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Exhibit 99.8
FORM 51-102F3
MATERIAL CHANGE REPORT
1. | Name and Address of Company |
HashChain Technology Inc. (formerly Chortle Capital Corp.)
10th Floor – 595 Howe Street
Vancouver, British Columbia
Canada V6C 2T5
2. | Date of Material Change |
February 14, 2020
3. | News Release |
The news release attached as Schedule “A” was released on February 14, 2020.
4. | Summary of Material Change |
The material change is described in the news release attached as Schedule “A”.
5. | Full Description of Material Change |
The material change is described in the news release attached as Schedule “A”.
6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not applicable.
7. | Omitted Information |
Not applicable.
8. | Executive Officer |
Inquiries in respect of the material change referred to herein may be made to: Alec Amar, President and Director T: 917-242-6549
9. | Date of Report |
February 19, 2020
SCHEDULE A
DIGIHOST TECHNOLOGY INC. ANNOUNCES
CLOSING OF PRIVATE PLACEMENT AND COMPLETION OF
REVERSE TAKEOVER TRANSACTION
Vancouver, BC – February 14, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce the completion of its reverse takeover transaction (the “RTO Transaction”) previously announced by news release on March 28, 2019, between Digihost International, Inc. (“Old Digihost”) and HashChain Technology Inc. (“HashChain”) and the closing of the previously announced non-brokered private placement (the “Financing”) of Old Digihost.
RTO Transaction
In connection with completion of the RTO Transaction, HashChain has changed its name to “Digihost Technology Inc.” and reclassified its common shares as subordinate voting shares (“Digihost SV Shares”), entitling holders of Digihost SV Shares to one (1) vote per Digihost SV Share on matters to be voted on by shareholders, in addition to amending its notice of articles to allow for the issuance of proportionate voting shares (the “Digihost PV Shares”). Each Digihost PV Share is convertible into two-hundred (200) Digihost SV Shares at the option of the holder. Holders of Digihost PV Shares will be entitled to one vote in respect of each Digihost SV Share into which the Digihost PV Shares may be converted.
Former shareholders of Old Digihost and HashChain are now shareholders of Digihost. Immediately prior to the completion of the RTO Transaction, HashChain completed a consolidation of all of its issued and outstanding common shares on the basis of forty (40) common shares for one (1) new common share.
Immediately prior to completion of the RTO Transaction, Old Digihost issued 164,000 Old Digihost Shares (the “Digihost Asset Shares”) in consideration for the purchase of certain assets. Pursuant to the RTO Transaction, holders of Digihost Asset Shares received approximately 181.83 Digihost SV Shares in exchange for each Digihost Asset Share, and holders of common shares of each of HashChain (on a post-consolidation basis) and Old Digihost received one (1) Digihost SV Share in exchange for each common share of HashChain and Old Digihost, as applicable. Michel Amar, the CEO and a director of Digihost, received 10,000 Digihost PV Shares in exchange for 2,000,000 common shares of Old Digihost. Additionally, directors, officers and consultants of Digihost were granted a total of 1,875,000 options to purchase Digihost SV Shares (the “Digihost Options”), with each Digihost Option exercisable for a Digihost SV Share at a price of C$0.96 and expiring five (5) years from the date of grant.
Holders of warrants of Old Digihost, including all securities issued pursuant to the Financing (as described below), received one (1) equivalent convertible security to purchase Digihost SV Shares in exchange for each Old Digihost common share purchase warrant (“Digihost SV Warrants”). As a result of the RTO and the Financing, there are now 40,073,661 Digihost SV Shares, 10,000 Digihost PV Shares, 856,160 Digihost SV Warrants and 1,875,000 Digihost Options issued and outstanding in the capital of the Company.
A total of 13,102,657 Digihost SV Shares, 10,000 Digihost PV Shares, 110,575 Digihost Warrants and 1,725,000 Digihost Options issued to insiders and consultants of the Company are escrowed in accordance with a TSXV Tier 2 Surplus escrow agreement and will be released incrementally over a 36-month period. 16,937,093 Digihost SV Shares issued to former Old Digihost shareholders and insiders of HashChain are escrowed as a TSXV Tier 2 Value escrow agreement and will also be released incrementally over a 36-month period.
Digihost will carry on the business of HashChain as a Tier 2 technology issuer and the Digihost SV Shares will be listed for trading on the TSXV on or after February 20, 2020.
- 2 -
Management and Board of Directors
After completion of the RTO Transaction, the Company’s board of directors includes Michel Amar (Chairman and CEO), Alec Amar (President), Adam Rossman, Jon Williams, Manish Z. Kshatriya, Gerard Rotonda, Gerard Guez, Donald H. Christie and Geoffrey Browne. Cindy Davis is the CFO and Corporate Secretary.
Further details related to the RTO Transaction, directors and management of the Company are contained in the information circular prepared for shareholders of HashChain, dated November 29, 2019 and filed on SEDAR at www.sedar.com
Private Placement Closing
Immediately prior to completion of the RTO Transaction, Digihost completed its Financing for aggregate gross proceeds of C$5,395,325.52, consisting of the sale of 5,481,912 common share subscription receipts (the “Common Share Subscription Receipts”) at a price of C$0.96, with each Common Share Subscription Receipt exchangeable for one common share (each, an “Old Digihost Share”) of Old Digihost, and 110,575 unit subscription receipts (the “Unit Subscription Receipts” and together with the Common Share Subscription Receipts, the “Subscription Receipts”) at a price of C$1.20 per Unit Subscription Receipt, with each Unit Subscription Receipt exchangeable for one unit (each, an “Old Digihost Unit”). Each Old Digihost Unit consisted of one Old Digihost Common Share and one common share purchase warrant (each, an “Old Digihost Warrant”) of Old Digihost. The Old Digihost Warrants which have been exchanged for equivalent securities of Digihost entitled the holder thereof to acquire one Old Digihost Share at a price of C$1.75 for a period of 18 months following the conversion of the Unit Subscription Receipts.
Each Subscription Receipt was automatically converted, without payment of additional consideration, into one Old Digihost Share or one Unit, as applicable, upon satisfaction of the conditions precedent to the RTO Transaction. Subsequent to the conversion of the Subscription Receipts, the Old Digihost Shares and Old Digihost Warrants issued pursuant to the Financing were exchanged for equivalent Digihost SV Shares and Digihost SV Warrants, respectively, on a 1:1 basis.
The securities issued pursuant to the Financing were subject to a four-month and one day hold period. After completion of the RTO Transaction, the securities of Digihost issued in exchange for Old Digihost securities offered pursuant to the Financing (including securities issuable thereunder) are free of trading restrictions, subject to TSXV escrow requirements, applicable U.S. securities laws and lock-up agreements entered into between purchasers of Subscription Receipts and Old Digihost.
The net proceeds of the Financing will be used by Digihost to purchase cryptocurrency mining equipment, carry on the business and operations of HashChain and for general corporate purposes.
The securities offered pursuant to the Financing have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or applicable state securities laws, and may not be offered or sold to persons in the United States absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
TSXV Approval
The RTO Transaction remains subject to final approval by the TSXV and fulfillment of all of the requirements of the TSXV in order to obtain such approval including, among other things, submission and acceptance of all documents requested by the TSXV in its conditional acceptance letter and payment of all outstanding fees to the TSXV.
- 3 -
Additional Information
For further information, please contact:
Digihost Technology Inc.
Alec Amar, President and Director T: 917-242-6549
Angie Ihler, Media Inquiries T: 917-242-6549
Cautionary Statements:
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the completion and terms and conditions of the RTO Transaction and Financing, trading of the Company’s shares and development of its business and operations. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward- looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder, court or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
- 4 -
Exhibit 99.9
DIGIHOST TECHNOLOGY INC. ANNOUNCES CORPORATE UPDATE
Vancouver, BC – February 21, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; Greys: HSSHD) is pleased to provide a corporate update following the completion of the reverse takeover transaction (the “RTO”), previously disclosed in the Company’s press release of February 14, 2020. Following completion of the RTO, the Company has realized its strategy to vertically integrate the Company’s operations with the hosting services previously provided to the Company through the colocation facilities agreements dated May 20, 2018 (the “Colocation Agreements”) and create a vertical operation.
Termination of the Colocation Agreements
Pursuant to the completion of the RTO, the Colocation Agreements, whereby the Company was paying a fee of US$0.10/kWh for the electricity used in its cryptocurrency operations, have been terminated and the Company has been released from its accrued liabilities owing under the Colocation Agreements. Following the vertical integration of the Company’s operations with the hosting infrastructure and equipment, lease agreement for a facility and a 115,000 KVA outdoor substation, and power contract for the supply of electricity to the facility, all acquired in connection with the RTO, the Company expects to be able to conduct its operations with electricity at an average cost of USD$0.038/kWh. Given the significant reduction in electricity costs and the current price of Bitcoin, the Company expects that it will be profitable this quarter.
Access to Capital
As previously disclosed in the Company’s press release of February 14, 2020, immediately prior to the completion of the RTO, the Company completed a concurrent financing for gross proceeds of C$5.4 million. As a result of the increased access to capital, the Company is looking into opportunities to acquire new Bitcoin miners with greater hash rates to expand its total computing power and operate more efficiently.
“The completion of the reverse takeover has provided a great opportunity for the re-structured Company to reduce its cost of mining and seek out new opportunities to acquire some of the latest miners to expand our capabilities,” said Michel Amar, CEO of Digihost. “New management of the Company is very excited by the opportunities in front of us and we look forward to working towards helping the Company reach its full potential. None of the directors, including myself, are receiving directors’ fees or salaries and we are dedicated to increasing the long-term value of the Company.”
About Digihost Technology Inc.
Digihost Technology Inc. is a blockchain company, which currently operates 12,895 Bitcoin mining rigs with the ability to expand to 17.5 MW of computing power. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under a five-year lease and an option to lease additional facility space totalling 240,000 square feet after 3 years. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
Additional Information
For further information, please contact:
Digihost
International, Inc.
Angie Ihler, Media Inquiries
T: 917-242-6549
Cautionary Statement:
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws that are based on expectations, estimates and projections as at the date of this news release. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company, as well as the Company’ ability to successfully mine digital currency, revenue increasing as currently anticipated, the ability to profitably liquidate current and future digital currency inventory, volatility of network difficulty and digital currency prices and the resulting significant negative impact on the Company’s operations, and the regulatory environment of cryptocurrency in the applicable jurisdictions.
Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.
This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time it was made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the global economic climate; dilution; the Company’s limited operating history; future capital needs and uncertainty of additional financing; the competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the effects of product development and need for continued technology change; protection of proprietary rights; the effect of government regulation and compliance on the Company and the industry; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration impeding access to capital or increasing the cost of capital; and volatile securities markets impacting security pricing unrelated to operating performance. In addition, particular factors which could impact future results of the business of the Company include but are not limited to: the digital currency market; the ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on operations; an increase in network difficulty may have a significant negative impact on operations; the volatility of digital currency prices; the anticipated growth and sustainability of electricity for the purposes of cryptocurrency mining in the State of New York, the ability to complete current and future financings, any regulations or laws that will prevent the Company from operating its business; historical prices of digital currencies and the ability to mine digital currencies that will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’ normal course of business. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Exhibit 99.10
FORM 51-102F3
MATERIAL CHANGE REPORT
1. | Name and Address of Company |
Digihost Technology Inc. (formerly, HashChain Technology Inc.)
10th Floor – 595 Howe Street
Vancouver, British Columbia
Canada V6C 2T5
2. | Date of Material Change |
February 21, 2020
3. | News Release |
The news release attached as Schedule “A” was released on February 21, 2020.
4. | Summary of Material Change |
The material change is described in the news release attached as Schedule “A”.
5. | Full Description of Material Change |
The material change is described in the news release attached as Schedule “A”.
6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not applicable.
7. | Omitted Information |
Not applicable.
8. | Executive Officer |
Inquiries in respect of the material change referred to herein may be made to:
Alec Amar, President and Director
T: 917-242-6549
9. | Date of Report |
February 21, 2020
Schedule “A”
DIGIHOST TECHNOLOGY INC. ANNOUNCES CORPORATE UPDATE
Vancouver, BC – February 21, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; Greys: HSSHD) is pleased to provide a corporate update following the completion of the reverse takeover transaction (the “RTO”), previously disclosed in the Company’s press release of February 14, 2020. Following completion of the RTO, the Company has realized its strategy to vertically integrate the Company’s operations with the hosting services previously provided to the Company through the colocation facilities agreements dated May 20, 2018 (the “Colocation Agreements”) and create a vertical operation.
Termination of the Colocation Agreements
Pursuant to the completion of the RTO, the Colocation Agreements, whereby the Company was paying a fee of US$0.10/kWh for the electricity used in its cryptocurrency operations, have been terminated and the Company has been released from its accrued liabilities owing under the Colocation Agreements. Following the vertical integration of the Company’s operations with the hosting infrastructure and equipment, lease agreement for a facility and a 115,000 KVA outdoor substation, and power contract for the supply of electricity to the facility, all acquired in connection with the RTO, the Company expects to be able to conduct its operations with electricity at an average cost of USD$0.038/kWh. Given the significant reduction in electricity costs and the current price of Bitcoin, the Company expects that it will be profitable this quarter.
Access to Capital
As previously disclosed in the Company’s press release of February 14, 2020, immediately prior to the completion of the RTO, the Company completed a concurrent financing for gross proceeds of C$5.4 million. As a result of the increased access to capital, the Company is looking into opportunities to acquire new Bitcoin miners with greater hash rates to expand its total computing power and operate more efficiently.
“The completion of the reverse takeover has provided a great opportunity for the re-structured Company to reduce its cost of mining and seek out new opportunities to acquire some of the latest miners to expand our capabilities,” said Michel Amar, CEO of Digihost. “New management of the Company is very excited by the opportunities in front of us and we look forward to working towards helping the Company reach its full potential. None of the directors, including myself, are receiving directors’ fees or salaries and we are dedicated to increasing the long-term value of the Company.”
About Digihost Technology Inc.
Digihost Technology Inc. is a blockchain company, which currently operates 12,895 Bitcoin mining rigs with the ability to expand to 17.5 MW of computing power. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under a five-year lease and an option to lease additional facility space totalling 240,000 square feet after 3 years. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
Additional Information
For further information, please contact:
Digihost International, Inc.
Angie Ihler, Media Inquiries
T: 917-242-6549
Cautionary Statement:
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws that are based on expectations, estimates and projections as at the date of this news release. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company, as well as the Company’ ability to successfully mine digital currency, revenue increasing as currently anticipated, the ability to profitably liquidate current and future digital currency inventory, volatility of network difficulty and digital currency prices and the resulting significant negative impact on the Company’s operations, and the regulatory environment of cryptocurrency in the applicable jurisdictions.
Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.
This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time it was made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the global economic climate; dilution; the Company’s limited operating history; future capital needs and uncertainty of additional financing; the competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the effects of product development and need for continued technology change; protection of proprietary rights; the effect of government regulation and compliance on the Company and the industry; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration impeding access to capital or increasing the cost of capital; and volatile securities markets impacting security pricing unrelated to operating performance. In addition, particular factors which could impact future results of the business of the Company include but are not limited to: the digital currency market; the ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on operations; an increase in network difficulty may have a significant negative impact on operations; the volatility of digital currency prices; the anticipated growth and sustainability of electricity for the purposes of cryptocurrency mining in the State of New York, the ability to complete current and future financings, any regulations or laws that will prevent the Company from operating its business; historical prices of digital currencies and the ability to mine digital currencies that will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’ normal course of business. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Exhibit 99.11
Digihost’s Vertical Integration Results in Expanded Production Capacity and a Significantly Reduced Operating Cost Structure
Vancouver, BC – February 27, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI) is pleased to provide operational highlights resulting from the Company’s recent reverse takeover transaction which was completed on February 14, 2020. As a result of these operational improvements the Company has significantly enhanced its competitive position in the blockchain sector.
● | The vertical integration of Digihost’s cryptocurrency mining operations with the Company’s previously leased hosting infrastructure and equipment has resulted in a material reduction in operating costs. Electricity costs, which comprise a significant percentage of the Company’s operating and maintenance costs, have now been reduced to an industry competitive average supply cost of approximately US$0.038/kWh. This reduction in electricity costs will result in a significant reduction to Digihost’s total operating costs going forward. |
● | Digihost has also increased its operating capacity through the acquisition of an additional 49Ph of hashing power which will generate an incremental 23.8 bitcoins per month with a power requirement of 3.9MW. This additional equipment has a more efficient power utilization rate. |
● | The Company intends on increasing the hash rate through the purchase of additional equipment over the course of 2020 and further lowering operating costs by lowering the cost of electricity. |
● | In order to achieve Digihost’s stated objective of maximizing shareholder value the Company’s new management team has formulated a set of strategic objectives designed to expand operations to include blockchain software solutions for luxury fashion brands and AI products as well as the examination of the benefits of an acquisition of independent power generating facilities. |
Michel Amar, CEO commented, “I am very excited to be an integral part of the Digihost management team. With the execution of our recently developed strategic plan we can take Digihost to the next level. We are working on several innovative initiatives for 2020 that will provide operational diversification for our fully integrated company”.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth oriented blockchain company. As the result of recent equipment purchases the Company has significantly increased its hashrate from 159PH to 208PH, an increase of 31%. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under a five-year lease and an option to lease additional facility space totalling 240,000 square feet after 3 years. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
Additional Information
For further information, please contact:
Digihost International, Inc.
Angie Ihler, Media Inquiries
T: 917-242-6549
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws that are based on expectations, estimates and projections as at the date of this news release. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company, as well as the Company’ ability to successfully mine digital currency, revenue increasing as currently anticipated, the ability to profitably liquidate current and future digital currency inventory, volatility of network difficulty and digital currency prices and the resulting significant negative impact on the Company’s operations, and the regulatory environment of cryptocurrency in the applicable jurisdictions. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time it was made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the global economic climate; dilution; the Company’s limited operating history; future capital needs and uncertainty of additional financing; the competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the effects of product development and need for continued technology change; protection of proprietary rights; the effect of government regulation and compliance on the Company and the industry; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration impeding access to capital or increasing the cost of capital; and volatile securities markets impacting security pricing unrelated to operating performance. In addition, particular factors which could impact future results of the business of the Company include but are not limited to: the digital currency market; the ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on operations; an increase in network difficulty may have a significant negative impact on operations; the volatility of digital currency prices; the anticipated growth and sustainability of electricity for the purposes of cryptocurrency mining in the State of New York, the ability to complete current and future financings, any regulations or laws that will prevent the Company from operating its business; historical prices of digital currencies and the ability to mine digital currencies that will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’ normal course of business. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Exhibit 99.12
FORM 51-102F3
MATERIAL CHANGE REPORT
1. | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
10th Floor – 595 Howe Street
Vancouver, British Columbia
Canada V6C 2T5
2. | Date of Material Change |
February 27, 2020
3. | News Release |
The news release attached as Schedule “A” was released on February 27, 2020.
4. | Summary of Material Change |
The material change is described in the news release attached as Schedule “A”.
5. | Full Description of Material Change |
The material change is described in the news release attached as Schedule “A”.
6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not applicable.
7. | Omitted Information |
Not applicable.
8. | Executive Officer |
Inquiries in respect of the material change referred to herein
may be made to:
Alec Amar, President and Director
T: 917-242-6549
9. | Date of Report |
February 27, 2020
SCHEDULE A
Digihost’s Vertical Integration Results in Expanded Production Capacity and a Significantly Reduced Operating Cost Structure
Vancouver, BC – February 27, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI) is pleased to provide operational highlights resulting from the Company’s recent reverse takeover transaction which was completed on February 14, 2020. As a result of these operational improvements the Company has significantly enhanced its competitive position in the blockchain sector.
● | The vertical integration of Digihost’s cryptocurrency mining operations with the Company’s previously leased hosting infrastructure and equipment has resulted in a material reduction in operating costs. Electricity costs, which comprise a significant percentage of the Company’s operating and maintenance costs, have now been reduced to an industry competitive average supply cost of approximately US$0.038/kWh. This reduction in electricity costs will result in a significant reduction to Digihost’s total operating costs going forward. |
● | Digihost has also increased its operating capacity through the acquisition of an additional 49Ph of hashing power which will generate an incremental 23.8 bitcoins per month with a power requirement of 3.9MW. This additional equipment has a more efficient power utilization rate. |
● | The Company intends on increasing the hash rate through the purchase of additional equipment over the course of 2020 and further lowering operating costs by lowering the cost of electricity. |
● | In order to achieve Digihost’s stated objective of maximizing shareholder value the Company’s new management team has formulated a set of strategic objectives designed to expand operations to include blockchain software solutions for luxury fashion brands and AI products as well as the examination of the benefits of an acquisition of independent power generating facilities. |
Michel Amar, CEO commented, “I am very excited to be an integral part of the Digihost management team. With the execution of our recently developed strategic plan we can take Digihost to the next level. We are working on several innovative initiatives for 2020 that will provide operational diversification for our fully integrated company”.
- 2 -
About Digihost Technology Inc.
Digihost Technology Inc. is a growth oriented blockchain company. As the result of recent equipment purchases the Company has significantly increased its hashrate from 159PH to 208PH, an increase of 31%. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under a five-year lease and an option to lease additional facility space totalling 240,000 square feet after 3 years. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
Additional Information
For further information, please contact:
Digihost International, Inc.
Angie Ihler, Media Inquiries
T: 917-242-6549
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws that are based on expectations, estimates and projections as at the date of this news release. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company, as well as the Company’ ability to successfully mine digital currency, revenue increasing as currently anticipated, the ability to profitably liquidate current and future digital currency inventory, volatility of network difficulty and digital currency prices and the resulting significant negative impact on the Company’s operations, and the regulatory environment of cryptocurrency in the applicable jurisdictions. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time it was made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the global economic climate; dilution; the Company’s limited operating history; future capital needs and uncertainty of additional financing; the competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the effects of product development and need for continued technology change; protection of proprietary rights; the effect of government regulation and compliance on the Company and the industry; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration impeding access to capital or increasing the cost of capital; and volatile securities markets impacting security pricing unrelated to operating performance. In addition, particular factors which could impact future results of the business of the Company include but are not limited to: the digital currency market; the ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on operations; an increase in network difficulty may have a significant negative impact on operations; the volatility of digital currency prices; the anticipated growth and sustainability of electricity for the purposes of cryptocurrency mining in the State of New York, the ability to complete current and future financings, any regulations or laws that will prevent the Company from operating its business; historical prices of digital currencies and the ability to mine digital currencies that will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’ normal course of business. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
- 3 -
Exhibit 99.13
Digihost Adjusts Operations in Response to the COVID-19 Virus
Vancouver, BC – March 20, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI) reports that in response to the COVID-19 pandemic the Company is temporarily ceasing operations until March 31, 2020 at its Buffalo, NY facility in an effort to protect the health of Digihost’s personnel and the community in which the Company works. Management of Digihost will reassess the COVID-19 situation at the end of March and will make a determination at that time whether to continue the temporary cessation of its currency mining operations.
Michel Amar, CEO commented, “While it is unfortunate to place our operations on temporary hold, Digihost fully supports the state and federal governments’ proactive plans and recommendations to protect the American people from the COVID-19 pandemic”.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth oriented blockchain company, which currently operates 12,895 state-of-the-art digital currency mining rigs with the ability to expand to 17.5 MW of computing power. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under a five-year lease and an option to lease additional facility space totalling 240,000 square feet after 3 years. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
Additional Information
For further information, please contact:
Digihost International, Inc.
Angie Ihler, Media Inquiries
T: 917-242-6549
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws that are based on expectations, estimates and projections as at the date of this news release. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company, as well as the Company’ ability to successfully mine digital currency, revenue increasing as currently anticipated, the ability to profitably liquidate current and future digital currency inventory, volatility of network difficulty and digital currency prices and the resulting significant negative impact on the Company’s operations, and the regulatory environment of cryptocurrency in the applicable jurisdictions. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time it was made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the global economic climate There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Exhibit 99.14
FORM 51-102F3
MATERIAL CHANGE REPORT
1. | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
10th Floor – 595 Howe Street
Vancouver, British Columbia
Canada V6C 2T5
2. | Date of Material Change |
March 20, 2020
3. | News Release |
The news release attached as Schedule “A” was released on March 20, 2020.
4. | Summary of Material Change |
The material change is described in the news release attached as Schedule “A”.
5. | Full Description of Material Change |
The material change is described in the news release attached as Schedule “A”.
6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not applicable.
7. | Omitted Information |
Not applicable.
8. | Executive Officer |
Inquiries in respect of the material change referred to herein
may be made to:
Alec Amar, President and Director
T: 917-242-6549
9. | Date of Report |
March 20, 2020
SCHEDULE A
Digihost Adjusts Operations in Response to the COVID-19 Virus
Vancouver, BC – March 20, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI) reports that in response to the COVID-19 pandemic the Company is temporarily ceasing operations until March 31, 2020 at its Buffalo, NY facility in an effort to protect the health of Digihost’s personnel and the community in which the Company works. Management of Digihost will reassess the COVID-19 situation at the end of March and will make a determination at that time whether to continue the temporary cessation of its currency mining operations.
Michel Amar, CEO commented, “While it is unfortunate to place our operations on temporary hold, Digihost fully supports the state and federal governments’ proactive plans and recommendations to protect the American people from the COVID-19 pandemic”.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth oriented blockchain company, which currently operates 12,895 state-of-the-art digital currency mining rigs with the ability to expand to 17.5 MW of computing power. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under a five-year lease and an option to lease additional facility space totalling 240,000 square feet after 3 years. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
Additional Information
For further information, please contact:
Digihost International, Inc.
Angie Ihler, Media Inquiries
T: 917-242-6549
- 2 -
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws that are based on expectations, estimates and projections as at the date of this news release. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company, as well as the Company’ ability to successfully mine digital currency, revenue increasing as currently anticipated, the ability to profitably liquidate current and future digital currency inventory, volatility of network difficulty and digital currency prices and the resulting significant negative impact on the Company’s operations, and the regulatory environment of cryptocurrency in the applicable jurisdictions. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time it was made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the global economic climate There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
- 3 -
Exhibit 99.15
FORM 51-102 SECTION 4.9
NOTICE OF CHANGE IN CORPORATE STRUCTURE
1. | Name and Address of Issuer |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
595 Howe Street, 10th Floor
Vancouver, BC
V6C 2T5
2. | Parties to the Transaction |
Digihost Technology Inc. (formerly HashChain Technology Inc.) (the “Corporation”) and Digihost International, Inc. (“Old Digihost”)
3. | Description of the Transaction |
The Corporation completed a business combination with Old Digihost by way of a share exchange (the “RTO Transaction”) whereby the Corporation acquired all of the issued and outstanding shares of Old Digihost.
Shareholders of the Corporation approved the RTO Transaction and matters related thereto on January 14, 2020. On February 14, 2020, the RTO Transaction became effective.
4. | Effective Date of the Transaction |
The RTO Transaction was completed on February 14, 2020.
5. | The Name of Each Party, if any, that Ceased to be a Reporting Issuer after the Transaction and of Each Continuing Entity |
The Corporation will continue to be a reporting issuer in British Columbia and Alberta and will be a Tier 2 Issuer listed on the TSX Venture Exchange under stock symbol “DGHI”.
6. | Date of the Reporting Issuer’s First Financial Year-End Subsequent to the Transaction |
As a result of the RTO Transaction, the Corporation has changed its financial year end from August 31 to a financial year end of December 31 to be the same as that of Old Digihost, the reverse takeover acquirer.
7. | The periods, including the comparative periods, if any, of the interim financial reports and the annual financial statements required to be filed for the reporting issuer’s first financial year after the transaction |
(a) | Interim financial statements for the three-month period ended March 31, 2020; |
(b) | Interim financial statements for the three and six-month period ended June 30, 2020; |
(c) | Interim financial statements for the three and nine-month period ended September 30, 2020; and |
(d) | Annual financial statements for the year ended December 31, 2020. |
8. | Supporting Documentation |
On February 14, 2020, the Corporation disseminated and filed on SEDAR a news release announcing the completion of the RTO Transaction.
A management information circular dated November 29, 2019, in respect of the RTO Transaction has been filed on the Corporation’s SEDAR profile and can be accessed at www.sedar.com.
Date: April 1, 2020
Exhibit 99.16
Digihost Recommences Partial Operations, Bitcoin Value Appreciates
Vancouver, BC – April 7, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI) is pleased to provide an operational update in response to the evolving COVID-19 pandemic. Pursuant to safe practices as they pertain to social distancing, the Company has been able to resume operations at the 75% level. In its news release of March 20, 2020, Digihost announced that it was ceasing operations until at least the end of March at which time it would revaluate this decision. The Company has reviewed its operational process and is comfortable that this equipment intensive business can be partially operated for the time being with a reduced number of staff in order to maintain a safe environment for its employees until the COVID-19 pandemic is brought under control.
Concurrent with the partial restarting of operations and pursuant to Digihost’s cash conservation strategy the Company has reached an agreement with its landlord to defer rent on the Company’s facilities for the months of April and May.
Bitcoin reached a low of US$4,857 on March 12, 2020 as asset values plunged in response to the onset of the COVID-19 pandemic. As of April 6, 2020 bitcoin is trading in the range of US$7,285, an increase of approximately 50% over the last three weeks.
Michel Amar, CEO, commented, “We are also expecting to avail ourselves of a government-backed loan pursuant to the Small Business Administration’s $350 billion aid program which is a crucial part of the government’s record $2 trillion fiscal stimulus effort. This loan will assist us in transitioning Digihost back to normal operating capacity once the COVID-19 virus runs its course. We look forward to resuming normalized operations as soon as possible”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth oriented blockchain company. As the result of recent equipment purchases the Company has significantly increased its hashrate from 159PH to 208PH, an increase of 31%. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under a five-year lease and an option to lease additional facility space totalling 240,000 square feet after 3 years. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
Additional Information
For further information, please contact:
Digihost International, Inc.
Angie Ihler, Media Inquiries
T: 917-242-6549
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.17
FORM 51-102F3
MATERIAL CHANGE REPORT
1. | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
10th Floor – 595 Howe Street
Vancouver, British Columbia
Canada V6C 2T5
2. | Date of Material Change |
April 7, 2020
3. | News Release |
The news release attached as Schedule “A” was released on April 7, 2020.
4. | Summary of Material Change |
The material change is described in the news release attached as Schedule “A”.
5. | Full Description of Material Change |
The material change is described in the news release attached as Schedule “A”.
6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not applicable.
7. | Omitted Information |
Not applicable.
8. | Executive Officer |
Inquiries in respect of the material change referred to herein
may be made to:
Alec Amar, President and Director
T: 917-242-6549
9. | Date of Report |
April 7, 2020
SCHEDULE A
Digihost Recommences Partial Operations, Bitcoin Value Appreciates
Vancouver, BC – April 7, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI) is pleased to provide an operational update in response to the evolving COVID-19 pandemic. Pursuant to safe practices as they pertain to social distancing, the Company has been able to resume operations at the 75% level. In its news release of March 20, 2020, Digihost announced that it was ceasing operations until at least the end of March at which time it would revaluate this decision. The Company has reviewed its operational process and is comfortable that this equipment intensive business can be partially operated for the time being with a reduced number of staff in order to maintain a safe environment for its employees until the COVID-19 pandemic is brought under control.
Concurrent with the partial restarting of operations and pursuant to Digihost’s cash conservation strategy the Company has reached an agreement with its landlord to defer rent on the Company’s facilities for the months of April and May.
Bitcoin reached a low of US$4,857 on March 12, 2020 as asset values plunged in response to the onset of the COVID-19 pandemic. As of April 6, 2020 bitcoin is trading in the range of US$7,285, an increase of approximately 50% over the last three weeks.
Michel Amar, CEO, commented, “We are also expecting to avail ourselves of a government-backed loan pursuant to the Small Business Administration’s $350 billion aid program which is a crucial part of the government’s record $2 trillion fiscal stimulus effort. This loan will assist us in transitioning Digihost back to normal operating capacity once the COVID-19 virus runs its course. We look forward to resuming normalized operations as soon as possible”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth oriented blockchain company. As the result of recent equipment purchases the Company has significantly increased its hashrate from 159PH to 208PH, an increase of 31%. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under a five-year lease and an option to lease additional facility space totalling 240,000 square feet after 3 years. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
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Additional Information
For further information, please contact:
Digihost International, Inc.
Angie Ihler, Media Inquiries
T: 917-242-6549
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
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Exhibit 99.18
Digihost Announces Intention to Commence Production of Personal Protective Equipment
Vancouver, BC – April 16, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI) is pleased to provide an update in regards to its ongoing operations. Further to its news release of April 7, 2020, Digihost will continue its cryptocurrency mining operations, however, the Company has determined that through the leveraging of its existing operations, Digihost has the ability to immediately engage in the importation and eventual manufacturing of medical masks for distribution within North and South America. The Company feels that it has the capacity and as such it is appropriate to contribute to the efforts to address the ongoing shortage of personal protective equipment (“PPE”) in the global response to contain the evolving COVID-19 pandemic.
The Company has reviewed its operational process and is comfortable that it has the capacity and ability to import, manufacture and distribute PPE while the COVID-19 pandemic continues and thereafter, as governments at all levels implement strategic plans to protect their constituents against potential future viral outbreaks.
Michel Amar, CEO, commented, “Our Company is eager to put the availability of our resources to use in combatting the spread of the COVID-19 virus and are happy to assist the global efforts to stop this virus in any way we can. We believe that as a result of COVID-19, a new reality now exists that will require healthcare providers and governments to have adequate PPE inventories and comprehensive strategic plans to protect people in the future against inevitable viral outbreaks. We are pleased to be a part of that effort.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth oriented blockchain company. As the result of recent equipment purchases the Company has significantly increased its hashrate from 159PH to 208PH, an increase of 31%. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under a five-year lease and an option to lease additional facility space totalling 240,000 square feet after 3 years. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
Additional Information
For further information, please contact:
Digihost International, Inc.
Angie Ihler, Media Inquiries
T: 917-242-6549
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.19
Digihost Postpones Reporting Due to Delays Caused by COVID-19 Pandemic
Vancouver, BC – April 24, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI) announces that it is postponing the reporting of Digihost International, Inc. (“Old Digihost”) audited financial statements for the twelve months ended December 31, 2019 as a result of delays caused by the COVID-19 pandemic.
In accordance with the completion of the reverse takeover transcation between Old Digihost and HashChain Technology Inc. (“HashChain”) which closed on February 14, 2020 (the “RTO Transcation”), audited financial statements for Old Digihost were scheduled to be filed on April 30, 2020. In connection with the closing of the RTO Transaction, the Company appointed Clearhouse LLP, the auditor of Old Digihost, as auditor of the Company. The Company aims to file these documents by mid June under the terms of the 45-day extension announced by the British Columbia Securities Commission under “BCI 51-515”, dated March 23, 2020.
Recent global events pertaining to COVID-10 has impacted the Company’s ability to rely on timely information for its financial reporting obligations. Ensuring a safe and healthy working environment for our workforce is a primary focus for Digihost and we continue to implement and enforce additional precautionary health and safety measures.
The Company ratifies that management and the Company’s insiders remain subject to the Company’s Insider Trading Policy and confirms that there have been no material business developments since January 2020 when the interim financial results and management discussion and analysis for HashChain were filed, other than the completion of the RTO Transcation and as otherwise announced.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth oriented blockchain company. As the result of recent equipment purchases the Company has significantly increased its hashrate from 159PH to 208PH, an increase of 31%. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under a five-year lease and an option to lease additional facility space totalling 240,000 square feet after 3 years. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
Additional Information
For further information, please contact:
Digihost International, Inc.
Angie Ihler, Media Inquiries
T: 917-242-6549
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.20
Digihost Announces Update on Annual Filings and First Quarter Filings
Vancouver, BC – May 27, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI) is providing an update on the status of the filing of its audited financial statements and accompanying management’s discussion and analysis, and related CEO and CFO certifications for the twelve months ended December 31, 2019 (collectively, the “Annual Filings”). The Company continues to work closely with its auditors and intends to file the Annual Filings on or before June 15, 2020, in accordance with the terms of the 45-day extension announced by the British Columbia Securities Commission under BC Instrument 51-515 – Temporary Exemption from Certain Corporate Finance Requirements (“BCI 51-515”).
In addition, the Company announces that as a result of delays caused by the COVID-19 pandemic, it intends to postpone the filing of its quarterly financial statements and accompanying management’s discussion and analysis, and related CEO and CFO certifications for the three months ended March 31, 2020 (collectively, the “Quarterly Filings”). The Company will rely on the exemption in accordance with BCI 51-515 with respect to the Quarterly Filings.
Recent global events pertaining to COVID-19 have impacted the Company’s ability to rely on timely information for its financial reporting obligations. Ensuring a safe and healthy working environment for our workforce is a primary focus for Digihost and we continue to implement and enforce additional precautionary health and safety measures.
The Company ratifies that management and the Company’s insiders remain subject to the Company’s Insider Trading Policy and confirms that there have been no material business developments since the filing of its interim consolidated financial statements for the three months ended November 30, 2019, other than those disclosed through news releases.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth oriented blockchain company. As the result of recent equipment purchases the Company has significantly increased its hashrate from 159PH to 208PH, an increase of 31%. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under a five-year lease and an option to lease additional facility space totalling 240,000 square feet after 3 years. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
Additional Information
For further information, please contact:
Digihost International, Inc.
Angie Ihler, Media Inquiries
T: 917-242-6549
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.21
DIGIHOST INTERNATIONAL, INC.
AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2019 AND
FOR THE PERIOD FROM INCORPORATION
(OCTOBER 9, 2018) TO DECEMBER 31, 2018
(EXPRESSED IN UNITED STATES DOLLARS)
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of
Digihost International, Inc.
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Digihost International, Inc. (the Company), which comprise the statements of financial position as at December 31, 2019 and 2018, and the statements of loss and comprehensive loss, statements of cash flows and statements of changes in equity for the year ended December 31, 2019 and for the period from incorporation (October 9, 2018) to December 31, 2018, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2019 and 2018, and its financial performance and its cash flows for the year ended December 31, 2019 and for the period from incorporation (October 9, 2018) to December 31, 2018, in accordance with International Financial Reporting Standards.
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Relating to Going Concern
We draw your attention to Note 1 in the financial statements, which indicates that the Company incurred a comprehensive loss of $269,968 during the year ended December 31, 2019. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Information Other than the Financial Statements and Auditor’s Report Thereon
Management is responsible for the other information. The other information comprises the annual management’s discussion and analysis, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. |
● | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. |
● | Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. |
● | Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
The engagement partner on the audit resulting in this independent auditor’s report is Pat Kenney.
Chartered Professional Accountants
Licensed Public Accountants
Mississauga, Ontario
June 11, 2020
Digihost International, Inc.
Statements of Financial Position
(Expressed in United States Dollars)
As at
2019 |
As at
2018 |
|||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash |
$ | 152,154 | $ | - | ||||
Cash held in trust | 1,151,783 | - | ||||||
Amounts receivable (note 5) | 161,919 | 20 | ||||||
Loan receivable (note 9) | 2,431,655 | - | ||||||
Total assets | $ | 3,897,511 | $ | 20 | ||||
LIABILITIES AND SHAREHOLDERS’ DEFICIENCY | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued liabilities (note 6) |
$ | 68,458 | $ | 4,765 | ||||
Subscription liability (note 10) | 4,103,766 | - | ||||||
Total liabilities | 4,172,224 | 4,765 | ||||||
Shareholders’ deficiency | ||||||||
Share capital (note 7) |
20 | 20 | ||||||
Deficit | (274,733 | ) | (4,765 | ) | ||||
Total shareholders’ deficiency | (274,713 | ) | (4,745 | ) | ||||
Total liabilities and shareholders’ deficiency | $ | 3,897,511 | $ | 20 |
Nature
of operations and going concern (note 1)
Other events (note 12)
Subsequent events (note 13)
Approved on behalf of the Board:
“Michel Amar” ,Director
The accompanying notes are an integral part of these financial statements.
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Digihost International, Inc.
Statement of Loss and Comprehensive Loss
(Expressed in United States Dollars)
Year Ended |
From Incorporation
(October 9, 2018) to |
|||||||
December 31, 2019 |
December 31,
|
|||||||
Operating expenses | ||||||||
Professional fees |
$ | 262,793 | $ | 4,765 | ||||
Bank charges and foreign exchange | 7,175 | - | ||||||
Net loss and comprehensive loss for the period | $ | (269,968 | ) | $ | (4,765 | ) | ||
Basic and diluted loss per share (note 8) | $ | (134,984 | ) | $ | (2,383 | ) | ||
Weighted average number of common shares outstanding - basic and diluted |
2 | 2 |
The accompanying notes are an integral part of these financial statements.
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Digihost International, Inc.
Statement of Cash Flows
(Expressed in United States Dollars)
Year
Ended
December 31, 2019 |
From Incorporation
(October 9, 2018) to December 31, 2018 |
|||||||
Operating activities | ||||||||
Net loss for the period | $ | (269,968 | ) | $ | (4,765 | ) | ||
Adjustments for: | ||||||||
Non-cash working capital items: | ||||||||
Amounts receivable | (161,899 | ) | (20 | ) | ||||
Accounts payable and accrued liabilities | 63,693 | 4,765 | ||||||
Net cash used in operating activities |
(368,174 | ) | (20 | ) | ||||
Financing activities | ||||||||
Issue of common shares (note 7(b)(i)) | - | 20 | ||||||
Subscription proceeds (note 10) | 4,103,766 | - | ||||||
Funds advanced for loan receivable | (2,431,655 | ) | - | |||||
Net cash provided by financing activities |
1,672,111 | 20 | ||||||
Net change in cash |
1,303,937 | - | ||||||
Cash, beginning of period | - | - | ||||||
Cash, end of period |
$ | 1,303,937 | $ | - |
The accompanying notes are an integral part of these financial statements.
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Digihost International, Inc.
Statement of Changes in Shareholders’ Deficiency
(Expressed in United States Dollars)
Number of shares | Share capital | Deficit | Total | |||||||||||||
Balance, October 9, 2018 | - | $ | - | $ | - | $ | - | |||||||||
Common shares issued (note 7(b)(i)) | 2 | 20 | - | 20 | ||||||||||||
Net loss for the period | - | - | (4,765 | ) | (4,765 | ) | ||||||||||
Balance, December 31, 2018 | 2 | 20 | (4,765 | ) | (4,745 | ) | ||||||||||
Net loss for the year | - | - | (269,968 | ) | (269,968 | ) | ||||||||||
Balance, December 31, 2019 | 2 | $ | 20 | $ | (274,733 | ) | $ | (274,713 | ) |
The accompanying notes are an integral part of these financial statements.
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Digihost International, Inc.
Notes to the Financial Statements
For the year ended December 31, 2019 and for the period from incorporation to December 31, 2018
(Expressed in United States Dollars)
1. | Nature of operations and going concern |
Digihost International, Inc. (the “Company” or “Digihost”) was incorporated under the laws of the State of Delaware on October 9, 2018. The Company is a blockchain technology company with operations in cryptocurrency mining for its own account as well as providing hosting services to cryptocurrency mining customers. The head office of the Company is located at 1001 East Delavan Avenue, Buffalo, New York, 14215.
These financial statements of the Company were reviewed, approved and authorized for issue by the Board of Directors on June 11, 2020.
The financial statements have been prepared using International Financial Reporting Standards (“IFRS”) applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern. It would, in this situation, be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying financial statements. Such adjustments could be material.
As at December 31, 2019, the Company has no source of operating cash flow and had an accumulated deficit of $274,733 (December 31, 2018 - $4,765). Net comprehensive loss for the year ended December 31, 2019 was $269,968 (December 31, 2018 - $4,765). The Company also had a working capital deficiency of $274,713 as at December 31, 2019 (December 31, 2018 - $4,745). These conditions raise material uncertainties which may cast significant doubt as to whether the Company will be able to continue as a going concern.
These financial statements have been prepared on a going concern basis, which presumes realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern, namely its ability to generate sufficient cash resources to meet its obligations for at least twelve months from the end of the reporting period, is dependent upon its ability to arrange future financing, which is largely dependent upon prevailing capital market conditions, continued support of its shareholder base and achieving positive cash flows from operations. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business. Such adjustments could be material.
2. | Significant accounting policies |
Statement of compliance
The financial statements have been prepared in accordance with IFRS issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), effective for the Company’s reporting for the year ended December 31, 2019.
Basis of presentation
These financial statements have been prepared on a historical cost basis, with the exception of financial instruments classified at fair value through profit or loss (“FVTPL”) as explained in the notes below. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information.
Functional and presentation currency
These financial statements are presented in United States Dollars, which is also the functional currency of the Company. All financial information is expressed in United States Dollars otherwise stated and has been rounded to the nearest dollar.
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Digihost International, Inc.
Notes to the Financial Statements
For the year ended December 31, 2019 and for the period from incorporation to December 31, 2018
(Expressed in United States Dollars)
2. | Significant accounting policies (continued) |
Financial instruments
In July 2014, the IASB issued the final publication of the IFRS 9 standard, which supersedes lAS 39, Financial Instruments: recognition and measurement. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, new guidance for measuring impairment on financial assets, and new hedge accounting guidance. The Company has adopted IFRS 9, however, this guidance had no impact on the Company’s financial statements.
Under IFRS 9, financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. IFRS 9 contains the primary measurement categories for financial assets: measured at amortized cost, fair value through other comprehensive income (“FVTOCI”) and fair value through profit and loss (“FVTPL”).
Financial assets
Financial assets are classified as either financial assets at FVTPL, amortized cost, or FVTOCI. The Company determines the classification of its financial assets at initial recognition.
● | Financial assets recorded at FVTPL |
Financial assets are classified as FVTPL if they do not meet the criteria of amortized cost or FVTOCI. Gains or losses on these items are recognized in profit or loss.
● | Amortized cost |
Financial assets are classified as measured at amortized cost if both of the following criteria are met and the financial assets are not designated as at fair value through profit and loss: 1) the object of the Company’s business model for these financial assets is to collect their contractual cash flows; and 2) the asset’s contractual cash flows represent “solely payments of principal and interest”. The Company’s cash, cash held in trust, amounts receivables and loan receivable are classified as financial assets and measured at amortized cost.
Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or at amortized cost. The Company determines the classification of its financial liabilities at initial recognition.
● | Amortized cost |
Financial liabilities are classified as measured at amortized cost unless they fall into one of the following categories: financial liabilities at FVTPL, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition, financial guarantee contracts, commitments to provide a loan at a below-market interest rate, or contingent consideration recognized by an acquirer in a business combination.
The Company’s accounts payable and accrued liabilities and subscription liability do not fall into any of the exemptions and are therefore classified as measured at amortized cost.
Transaction costs
Transaction costs associated with financial instruments, carried at FVTPL, are expensed as incurred, while transaction costs associated with all other financial instruments are included in the initial carrying amount of the asset or the liability.
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Digihost International, Inc.
Notes to the Financial Statements
For the year ended December 31, 2019 and for the period from incorporation to December 31, 2018
(Expressed in United States Dollars)
2. | Significant accounting policies (continued) |
Financial instruments (continued)
Subsequent measurement
Instruments classified at FVTPL are measured at fair value with unrealized gains and losses recognized in profit or loss. Instruments classified at amortized cost are measured at amortized cost using the effective interest rate method. Instruments classified as FVTOCI are measured at fair value with unrealized gains and losses recognized in other comprehensive income.
Derecognition
The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
Expected Credit Loss Impairment Model
IFRS 9 introduced a single expected credit loss impairment model, which is based on changes in credit quality since initial application. The adoption of the expected credit loss impairment model had no impact on the Company’s financial statements.
The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full or when the financial asset is more than 90 days past due.
The carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.
Financial instruments recorded at fair value on the statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
● | Level 1 – | quoted prices (unadjusted) in active markets for identical assets or liabilities; | |
● | Level 2 – | inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices); and | |
● | Level 3 – | inputs for the assets or liability that are not based on observable market data (unobservable inputs). |
Related party transactions
Parties are considered to be related if one party has the ability to directly or indirectly control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount.
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Digihost International, Inc.
Notes to the Financial Statements
For the year ended December 31, 2019 and for the period from incorporation to December 31, 2018
(Expressed in United States Dollars)
2. | Significant accounting policies (continued) |
Foreign Currency Translation
Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars at exchange rates in effect at the reporting date. Non-monetary assets and liabilities are translated at historical exchange rates at the respective transaction dates. Revenue and expenses are translated at the rate of exchange at each transaction date. Gains or losses on translation are included in foreign exchange expense.
Loss per share
The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares.
Income taxes
Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous periods.
Deferred tax is provided using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes and the initial recognition of assets or liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the financial position reporting date.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. The Company does not record deferred tax assets to the extent that the Company does not consider it probable that a deferred tax asset will be recovered.
Critical accounting judgements, estimates and assumption
The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
- 8 -
Digihost International, Inc.
Notes to the Financial Statements
For the year ended December 31, 2019 and for the period from incorporation to December 31, 2018
(Expressed in United States Dollars)
2. | Significant accounting policies (continued) |
Critical accounting judgements, estimates and assumption (continued)
Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
(i) | Income, value added, withholding and other taxes: |
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
(ii) | Going concern |
The assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements as discussed in note 1.
(iii) | Valuation of amounts receivable |
Assessing the collectibility of amounts receivable and appropriateness of any bad debt reserve requires management judgment.
New accounting policies
Leases (“IFRS 16”)
IFRS 16 was issued in January 2016 and replaces IAS 17 – Leases as well as some lease related interpretations. With certain exceptions for leases under twelve months in length or for assets of low value, IFRS 16 states that upon lease commencement a lessee recognizes a right-of-use asset and a lease liability. The right-of-use asset is initially measured at the amount of the liability plus any initial direct costs. After lease commencement, the lessee shall measure the right-of-use asset at cost less accumulated depreciation and accumulated impairment. A lessee shall either apply IFRS 16 with full retrospective effect or alternatively not restate comparative information but recognize the cumulative effect of initially applying IFRS 16 as an adjustment to opening equity at the date of initial application. IFRS 16 requires that lessors classify each lease as an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. Otherwise it is an operating lease. The application of the new standard had no impact on the financial statements as at December 31, 2019.
- 9 -
Digihost International, Inc.
Notes to the Financial Statements
For the year ended December 31, 2019 and for the period from incorporation to December 31, 2018
(Expressed in United States Dollars)
2. | Significant accounting policies (continued) |
New accounting policies (continued)
Uncertainty over Income Tax Treatments (“IFRIC 23”)
The Company adopted IFRIC 23 on January 1, 2019 on a modified retrospective basis without restatement of comparative information. The interpretation requires an entity to assess whether it is probable that a tax authority will accept an uncertain tax treatment used, or proposed to be used, by an entity in its income tax filings and to exercise judgment in determining whether each tax treatment should be considered independently or whether some tax treatments should be considered together. The decision should be based on which approach provides better predictions of the resolution of the uncertainty. An entity also has to consider whether it is probable that the relevant authority will accept each tax treatment, or group of tax treatments, assuming that the taxation authority with the right to examine any amounts reported to it will examine those amounts and will have full knowledge of all relevant information when doing so. The adoption of the new standard had no impact on the financial statements as at December 31, 2019.
Business Combinations (“IFRS 3”)
In October 2018, the IASB issued an amendment to IFRS 3, effective for annual periods beginning on or after January 1, 2020 with early adoption permitted. The amendment clarifies that a business must include, at minimum, an input and a substantive process that together contribute to the ability to create outputs, and assists companies in determining whether an acquisition is a business combination or an acquisition of a group of assets by providing supplemental guidance for assessing whether an acquired process is substantive. The Company has decided to early adopt the amendments to IFRS 3 effective January 1, 2019 and shall apply the amended standard in assessing business combinations on a prospective basis. For acquisitions that are determined to be acquisitions of assets as opposed to business combinations, the Company allocates the transaction price to the individual identifiable assets acquired and liabilities assumed on the basis of their relative fair values, and no goodwill is recognized. Acquisitions that continue to meet the definition of a business combination are accounted for under the acquisition method, without any changes to the Company’s accounting policy. There was no impact on the Company’s financial statements.
3. | Capital management |
The primary objectives of the Company’s capital management are to manage the operations to generate positive returns for shareholders. The Company will manage its capital structure and make changes to it in light of changes in economic conditions and the risk characteristics of the nature of the business.
The Company considers its capital structure to be share capital. In order to adjust its capital structure, the Company may issue share capital, seek debt financing and adjust its capital spending. In addition, the Company is not subject to any externally imposed capital requirements.
- 10 -
Digihost International, Inc.
Notes to the Financial Statements
For the year ended December 31, 2019 and for the period from incorporation to December 31, 2018
(Expressed in United States Dollars)
4. | Financial instruments and risk factors |
Fair value
The fair value of a financial instrument is the estimated amount that the Company would receive or pay to settle the financial assets and liabilities at the reporting date. The carrying values of amounts receivable, accounts payable and accrued liabilities and subscription liability approximates their fair value due to the relatively short periods to maturity of the financial instruments.
Risk management framework
The Company employs risk management strategies and policies to ensure that any exposure to risk is in compliance with the Company’s business objectives and risk tolerance levels. While the directors have overall responsibility for the establishment and oversight of the Company’s risk management framework, management has the responsibility to administer and monitor these risks.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.
Cash consists of bank balances. The Company manages the credit exposure related to cash by selecting financial institutions with high credit ratings. Given these credit ratings, management does not expect any counterparty to fail to meet its obligations. The Company believes no impairment is necessary in respect of loan receivable as balances are monitored on a regular basis with the result that exposure to bad debt is insignificant.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet its liabilities when due. The Company’s ongoing liquidity will be impacted by various external events and conditions.
The Company expects to settle its financial liabilities in the normal course of operations and to fund future operational requirements through operating cash flows and equity financings.
5. | Amounts receivable |
The amounts receivable represents amounts paid on behalf of Hashchain Technology Inc. in connection with the proposed reverse takeover transaction as described in note 13. This amount was eliminated on completion of the reverse takeover transaction.
6. | Accounts payable and accrued liabilities |
As at December 31, |
As at December 31, |
|||||||
2019 | 2018 | |||||||
Accounts payable | $ | 62,683 | $ | - | ||||
Accounting accrual | - | 1,100 | ||||||
Audit accrual | 5,775 | 3,665 | ||||||
$ | 68,458 | $ | 4,765 |
- 11 -
Digihost International, Inc.
Notes to the Financial Statements
For the year ended December 31, 2019 and for the period from incorporation to December 31, 2018
(Expressed in United States Dollars)
7. | Share capital |
a) | Authorized share capital |
The authorized share capital consists of 200,000 common shares with a par value of $10 per common share.
b) | Common shares issued |
(i) On October 9, 2018, the Company issued 2 common shares to individuals for gross proceeds of $20.
8. | Net loss per common share |
The calculation of basic loss per share for the year ended December 31, 2019 was based on the loss attributable to common shareholders of $269,968 (from incorporation (October 9, 2018) to December 31, 2018 - $4,765) and the weighted average number of common shares outstanding of 2.
9. | Related party transactions |
During the year ended December 31, 2019, Nyam, LLC, a company controlled by the Chief Executive Officer (“CEO”) of Digihost was loaned $2,431,655 (December 31, 2018 - $nil). These amounts are non-interest bearing and unsecured. $2,322,460 of this amount was settled through the transfer of digital mining equipment from Nyam, LLC to Digihost concurrent with the transfer and assignment of the lease as described in note 12 (i).
In September 2019, Ms. Cindy Davis was appointed Chief Financial Officer of the Company. Ms. Davis is also a senior employee of Marrelli Support Services Inc. (“Marrelli Support”). Marrelli Support also provides accounting services to the Company. During the year ended December 31, 2019, the Company paid and accrued Marrelli Support $25,824 (December 31, 2018 - $nil) for accounting and CFO services. As at December 31, 2019, Marrelli Support was owed
$2,436 (December 31, 2018 - $nil).
10. | Subscription liability |
During the year ended December 31, 2019, the Company received funds in connection with a non-brokered private placement for 5,481,912 subscription receipts exchangeable for common shares at CAD$0.96 per subscription receipt and 110,575 unit subscription receipts exchangeable for units (comprised of one common share and one common share purchase warrant) at CAD$1.20 per unit subscription receipt for gross proceeds of $4,103,766. The proceeds were received prior to December 31, 2019 and were recorded as a subscription liability, for an aggregate total $4,103,766. See note 13.
- 12 -
Digihost International, Inc.
Notes to the Financial Statements
For the year ended December 31, 2019 and for the period from incorporation to December 31, 2018
(Expressed in United States Dollars)
11. | Income taxes |
(a) | Provision for income taxes |
Year Ended
December 31, 2019 |
From Incorporation
(October 9, 2018) to December 31, 2018 |
|||||||
Loss before income taxes | $ | (269,968 | ) | $ | (4,765 | ) | ||
Combined statutory income tax rate | 27.50 | % | 27.50 | % | ||||
Income tax benefit at the statutory tax rate | (74,241 | ) | (1,310 | ) | ||||
Tax benefits not recognized | 74,241 | 1,310 | ||||||
Income tax provision | $ | - | $ | - |
(b) | Deferred income tax |
Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can use the benefits.
As at December 31, |
As at December 31, |
|||||||
2019 | 2018 | |||||||
Non-capital loss carry-forwards | $ | 75,551 | $ | 1,310 | ||||
Unrecognized deductible temporary differences | $ | 75,551 | $ | 1,310 |
As at December 31, 2019, the Company had approximately $274,731 of non-capital income tax losses in the US available for carry forward.
12. | Other events |
(i) On March 28, 2019, BIT Management, LLC, Nyam, LLC and BIT Mining International, LLC (collectively the “Sellers”, all companies controlled by the CEO of Digihost) and Digihost entered into an agreement for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment, the transfer of the lease of the 1001 East Delavan facility and transfer of a power contract for the supply of electricity at the facility. As consideration and on closing of the Proposed Transaction with HashChain, Digihost will issue 104,000 common shares of Digihost at a deemed value of $26.00 per common share for an aggregate deemed value of $2,704,000. In connection with this agreement, the Company has a minimum lease commitment of $1,865,952.
(ii) On March 28, 2019, BIT Mining International LLC and Digihost entered into an agreement for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment located at a leased facility at 1001 East Delavan facility. As consideration and on closing of the Proposed Transaction with HashChain, Digihost will issue 60,000 common shares of Digihost at a deemed value of $26.00 per common share for an aggregate deemed value of $1,560,000.
- 13 -
Digihost International, Inc.
Notes to the Financial Statements
For the year ended December 31, 2019 and for the period from incorporation to December 31, 2018
(Expressed in United States Dollars)
13. | Subsequent events |
(i) On February 14, 2020, the Company completed a reverse takeover transaction (the “RTO Transaction”) between Digihost International, Inc. (“Digihost”) and HashChain Technology Inc. (“HashChain”) and the closing of a non- brokered private placement (the “Financing”) of Digihost.
In connection with completion of the RTO Transaction, HashChain has changed its name to “Digihost Technology Inc.” (“New Digihost”) and reclassified its common shares as subordinate voting shares (“New Digihost SV Shares”), entitling holders of New Digihost SV Shares to one (1) vote per New Digihost SV Share on matters to be voted on by shareholders, in addition to amending its notice of articles to allow for the issuance of proportionate voting shares (the “New Digihost PV Shares”). Each New Digihost PV Share is convertible into two-hundred (200) New Digihost SV Shares at the option of the holder. Holders of New Digihost PV Shares will be entitled to one vote in respect of each New Digihost SV Share into which the New Digihost PV Shares may be converted.
Former shareholders of Digihost and HashChain are now shareholders of New Digihost. Immediately prior to the completion of the RTO Transaction, HashChain completed a consolidation of all of its issued and outstanding common shares on the basis of forty (40) common shares for one (1) new common share.
Immediately prior to completion of the RTO Transaction, Digihost issued 164,000 Digihost Shares (the “Digihost Asset Shares”) in consideration for the purchase of certain assets as described in note 12. Pursuant to the RTO Transaction, holders of Digihost Asset Shares received approximately 181.83 New Digihost SV Shares in exchange for each Digihost Asset Share, and holders of common shares of each of HashChain (on a post-consolidation basis) and Digihost received one (1) New Digihost SV Share in exchange for each common share of HashChain and Digihost, as applicable. Michel Amar, the CEO and a director of Digihost, received 10,000 New Digihost PV Shares in exchange for 2,000,000 common shares of Digihost. Additionally, directors, officers and consultants of New Digihost were granted a total of 1,875,000 options to purchase New Digihost SV Shares (the “New Digihost Options”), with each New Digihost Option exercisable for a New Digihost SV Share at a price of C$0.96 and expiring five (5) years from the date of grant.
Immediately prior to completion of the RTO Transaction, Digihost completed its Financing for aggregate gross proceeds of C$5,342,005 ($4,103,766) consisting of the sale of 5,481,912 common share subscription receipts (the “Common Share Subscription Receipts”) at a price of C$0.96, with each Common Share Subscription Receipt exchangeable for one common share (each, an “Digihost Share”) of Digihost, and 110,575 unit subscription receipts (the “Unit Subscription Receipts” and together with the Common Share Subscription Receipts, the “Subscription Receipts”) at a price of C$1.20 per Unit Subscription Receipt, with each Unit Subscription Receipt exchangeable for one unit (each, an “Digihost Unit”). Each Digihost Unit consisted of one Digihost Common Share and one common share purchase warrant (each, an “Digihost Warrant”) of Digihost. The Digihost Warrants which have been exchanged for equivalent securities of New Digihost entitled the holder thereof to acquire one Digihost Share at a price of C$1.75 for a period of 18 months following the conversion of the Unit Subscription Receipts.
Each Subscription Receipt was automatically converted, without payment of additional consideration, into one Digihost Share or one Unit, as applicable, upon satisfaction of the conditions precedent to the RTO Transaction. Subsequent to the conversion of the Subscription Receipts, the Digihost Shares and Digihost Warrants issued pursuant to the Financing were exchanged for equivalent New Digihost SV Shares and New Digihost SV Warrants, respectively, on a 1:1 basis.
The securities issued pursuant to the Financing were subject to a four-month and one day hold period. After completion of the RTO Transaction, the securities of New Digihost issued in exchange for Digihost securities offered pursuant to the Financing (including securities issuable thereunder) are free of trading restrictions, subject to TSXV escrow requirements, applicable U.S. securities laws and lock-up agreements entered into between purchasers of Subscription Receipts and Digihost.
- 14 -
Digihost International, Inc.
Notes to the Financial Statements
For the year ended December 31, 2019 and for the period from incorporation to December 31, 2018
(Expressed in United States Dollars)
13. | Subsequent events (continued) |
Holders of warrants of Digihost, including all securities issued pursuant to the Financing, received one (1) equivalent convertible security to purchase New Digihost SV Shares in exchange for each Digihost common share purchase warrant (“New Digihost SV Warrants”). As a result of the RTO and the Financing, there are now 40,073,661 New Digihost SV Shares, 10,000 New Digihost PV Shares, 856,160 New Digihost SV Warrants and 1,875,000 New Digihost Options issued and outstanding in the capital of New Digihost.
A total of 13,102,657 New Digihost SV Shares, 10,000 New Digihost PV Shares, 110,575 New Digihost Warrants and 1,725,000 New Digihost Options issued to insiders and consultants of New Digihost are escrowed in accordance with a TSXV Tier 2 Surplus escrow agreement and will be released incrementally over a 36-month period. 16,937,093 New Digihost SV Shares issued to former Digihost shareholders and insiders of HashChain are escrowed as a TSXV Tier 2 Value escrow agreement and will also be released incrementally over a 36-month period.
New Digihost will carry on the business of HashChain as a Tier 2 technology issuer and the New Digihost SV Shares were listed for trading on the TSXV on February 20, 2020.
(ii) Commencing in March 2020, the outbreak of the novel strain of coronavirus known as “COVID19” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID19 pandemic is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.
- 15 -
Exhibit 99.22
DIGIHOST TECHNOLOGY INC.
CONDENSED
INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2020
(EXPRESSED
IN UNITED STATES DOLLARS)
(UNAUDITED)
Notice to Reader
The accompanying unaudited condensed interim consolidated financial statements of Digihost Technology Inc. (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed interim consolidated financial statements have not been reviewed by the Company's auditors.
Digihost Technology Inc.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars) (Unaudited)
As at
2020 |
As at
2019 |
|||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash |
$ | 21,481 | $ | 152,154 | ||||
Cash held in trust | - | 1,151,783 | ||||||
Amounts receivable and prepaid expenses (note 4) | 694,045 | 161,919 | ||||||
Loan receivable (note 13) | 141,740 | 2,431,655 | ||||||
Digital currencies (note 5) | 408,626 | - | ||||||
Total current assets | 1,265,892 | 3,897,511 | ||||||
Property, plant and equipment (note 6) | 8,113,924 | - | ||||||
Right of use assets (note 7) | 869,384 | - | ||||||
Goodwill (note 3) | 4,442,861 | - | ||||||
Total assets | $ | 14,692,061 | $ | 3,897,511 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY) | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued liabilities (note 9) |
$ | 257,302 | $ | 68,458 | ||||
Lease liabilities (note 8) | 220,827 | - | ||||||
Subscription liability (note 11) | - | 4,103,766 | ||||||
Total current liabilities | 478,129 | 4,172,224 | ||||||
Lease liabilities (note 8) | 651,994 | - | ||||||
Warrant liability (note 10) | 2,962 | - | ||||||
Total liabilities | 1,133,085 | 4,172,224 | ||||||
Shareholders' equity (deficiency) | ||||||||
Share capital (note 11) |
14,294,588 | 20 | ||||||
Reserves | 304,945 | - | ||||||
Deficit | (1,040,557 | ) | (274,733 | ) | ||||
Total shareholders' equity (deficiency) | 13,558,976 | (274,713 | ) | |||||
Total liabilities and shareholders' equity (deficiency) | $ | 14,692,061 | $ | 3,897,511 |
Nature of operations and going concern (note 1)
Other events (note 14)
The accompanying notes are an integral part of these financial statements.
2
Digihost Technology Inc.
Condensed Interim Consolidated Statement of Loss and Comprehensive Loss
(Expressed in United States Dollars) (Unaudited)
Three Months Ended
March 31, |
||||||||
2020 | 2019 | |||||||
Revenue from digital currency mining (note 5) | $ | 838,310 | $ | - | ||||
Cost of digital currency mining | ||||||||
Operating and maintenance costs | (586,336 | ) | - | |||||
Gross profit | 251,974 | - | ||||||
Revaluation of digital currency (note 5) | (137,014 | ) | - | |||||
Gain on sale of digital currency (note 5) | 28,590 | - | ||||||
Expenses | ||||||||
Accretion | (7,451 | ) | - | |||||
Office and administrative expenses | (23,126 | ) | - | |||||
Professional fees | (201,959 | ) | (2,993 | ) | ||||
Depreciation | (363,290 | ) | - | |||||
Regulatory fees | (49,039 | ) | - | |||||
Share based compensation | (304,945 | ) | - | |||||
Change in fair value of warrant liability (note 10) | 40,436 | - | ||||||
Net loss and comprehensive loss for the period | $ | (765,824 | ) | $ | (2,993 | ) | ||
Basic and diluted loss per share | $ | (0.04 | ) | $ | (1,497 | ) | ||
Weighted average number of common shares outstanding - basic and diluted |
20,257,016 | 2 |
The accompanying notes are an integral part of these financial statements.
3
Digihost Technology Inc.
Condensed Interim Consolidated Statement of Cash Flows
(Expressed in United States Dollars) (Unaudited)
Three Months Ended
March 31, |
||||||||
2020 | 2019 | |||||||
Operating activities | ||||||||
Net loss for the period | $ | (765,824 | ) | $ | (2,993 | ) | ||
Adjustments for: | ||||||||
Depreciation | 363,290 | - | ||||||
Accretion | 7,451 | - | ||||||
Shares issued for professional fees | 94,639 | - | ||||||
Share based compensation | 304,945 | - | ||||||
Change in fair value of warrant liability | (40,436 | ) | - | |||||
Non-cash working capital items: | ||||||||
Amounts receivable and prepaid expenses | (664,360 | ) | - | |||||
Digital currencies | (408,626 | ) | - | |||||
Accounts payable and accrued liabilities | (73,827 | ) | 2,993 | |||||
Net cash used in operating activities | (1,182,748 | ) | - | |||||
Financing activities | ||||||||
Return of subscription proceeds | (39,355 | ) | - | |||||
Net funds advanced for loan receivable | (32,545 | ) | - | |||||
Lease payments | (28,854 | ) | - | |||||
Cash from reverse takeover transaction | 1,046 | - | ||||||
Net cash used in financing activities | (99,708 | ) | - | |||||
Net change in cash | (1,282,456 | ) | - | |||||
Cash, beginning of period | 1,303,937 | - | ||||||
Cash, end of period | $ | 21,481 | $ | - | ||||
Supplemental information | ||||||||
Common shares issued to acquire property, plant and equipment | $ | 4,264,000 | $ | - |
The accompanying notes are an integral part of these financial statements.
4
Digihost Technology Inc.
Condensed Interim Consolidated Statement of Changes in Shareholders' Equity (Deficiency)
(Expressed in United States Dollars) (Unaudited)
Number of shares | ||||||||||||||||||||||||
Subordinate voting shares |
Proportionate voting shares |
Share capital | Contributed surplus | Accumulated Deficit | Total | |||||||||||||||||||
Balance, December 31, 2018 | 2 | - | $ | 20 | $ | - | $ | (4,765 | ) | $ | (4,745 | ) | ||||||||||||
Net loss for the period | - | - | - | - | (2,993 | ) | (2,993 | ) | ||||||||||||||||
Balance, March 31, 2019 | 2 | - | 20 | - | (7,758 | ) | (7,738 | ) | ||||||||||||||||
Balance, December 31, 2019 | 2 | - | 20 | - | (274,733 | ) | (274,713 | ) | ||||||||||||||||
Issuance of Old Digihost shares for transfer of lease and property and equipment (note 7) | 164,000 | - | 4,264,000 | - | - | 4,264,000 | ||||||||||||||||||
Cancellation of founder shares (note 11(b)(ii)) | (2 | ) | - | (20 | ) | - | - | (20 | ) | |||||||||||||||
Share Exchange of HashChain shares pursuant to reverse takeover transaction (note 3) | 6,530,560 | - | 5,914,916 | - | - | 5,914,916 | ||||||||||||||||||
Cancel Old Digihost shares (note 7) | (164,000 | ) | - | - | - | - | - | |||||||||||||||||
Share exchange for 164,000 Old Digihost shares (note 7) | 29,820,000 | - | - | - | - | - | ||||||||||||||||||
Private placement (note 11(b)(i)) | 5,592,487 | - | 4,021,033 | - | - | 4,021,033 | ||||||||||||||||||
Share exchange for proportionate voting shares (note 11(b)(i)) | (1,999,997 | ) | 10,000 | - | - | - | - | |||||||||||||||||
Issuance of shares for professional services | 130,611 | - | 94,639 | - | - | 94,639 | ||||||||||||||||||
Share based compensation | - | - | - | 304,945 | - | 304,945 | ||||||||||||||||||
Net loss for the period | - | - | - | - | (765,824 | ) | (765,824 | ) | ||||||||||||||||
Balance, March 31, 2020 | 40,073,661 | 10,000 | $ | 14,294,588 | $ | 304,945 | $ | (1,040,557 | ) | $ | 13,558,976 |
The accompanying notes are an integral part of these financial statements.
5
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2020
(Expressed in United States Dollars) (Unaudited)
1. | Nature of operations and going concern |
The Company was incorporated in British Columbia, Canada, on February 18, 2017 as Chortle Capital Corp and subsequently changed its name to HashChain Technology Inc. on September 18, 2017, and again to Digihost Technology Inc. on February 14, 2020. The Company is a blockchain technology company with operations in cryptocurrency mining for its own account as well as providing hosting services to cryptocurrency mining customers. The head office of the Company is located at 1001 East Delavan Avenue, Buffalo, New York, 14215.
On February 14, 2020, the Company completed a reverse takeover transaction (the “RTO Transaction”) between Digihost International, Inc. ("Old Digihost") and HashChain Technology Inc. ("HashChain"). In connection with completion of the RTO Transaction, HashChain has changed its name to “Digihost Technology Inc.” (note 3). Digihost carried on the business of Hashchain as a Tier 2 technology issuer and the Digihost subordinate voting shares were listed for trading on the TSX Venture Exchange ("TSXV") on February 20, 2020.
These unaudited interim consolidated financial statements of the Company were reviewed, approved and authorized for issue by the Board of Directors on July 13, 2020.
The unaudited interim consolidated financial statements have been prepared using International Financial Reporting Standards ("IFRS") applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern. It would, in this situation, be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying financial statements. Such adjustments could be material.
As at March 31, 2020, the Company has no source of operating cash flow and had an accumulated deficit of $1,040,557 (December 31, 2019 - $274,733). Net comprehensive loss for the three months ended March 31, 2020 was $765,824 (year ended December 31, 2019 - $269,968). The Company also had a working capital of $787,763 as at March 31, 2020 (December 31, 2019 - deficiency of $274,713). These conditions raise material uncertainties which may cast significant doubt as to whether the Company will be able to continue as a going concern.
These unaudited interim consolidated financial statements have been prepared on a going concern basis, which presumes realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company's ability to continue as a going concern, namely its ability to generate sufficient cash resources to meet its obligations for at least twelve months from the end of the reporting period, is dependent upon its ability to arrange future financing, which is largely dependent upon prevailing capital market conditions, continued support of its shareholder base and achieving positive cash flows from operations. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business. Such adjustments could be material.
2. | Significant accounting policies |
Statement of compliance
The Company applies IFRS as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the IFRS Interpretations Committee. These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements.
The policies applied in these unaudited interim consolidated financial statements are based on IFRS issued and outstanding as of July 13, 2020, the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited interim consolidated financial statements as compared with the most recent annual financial statements as at and for the year ended December 31, 2019. Any subsequent changes to IFRS that are given effect in the Company’s annual financial statements for the year ending December 31, 2020 could result in restatement of these unaudited interim consolidated financial statements.
6
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
New accounting policies
(a) | Revenue recognition |
The Company recognizes revenue from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Revenue is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. A coin is considered earned on the completion and addition of a block to the blockchain, at which time the economic benefit is received and can be reliably measured. The coins are recorded on the statement of financial position as digital currencies at their fair value and re-measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins are included in profit or loss.
(b) | Property, plant and equipment |
Details as to the Company’s policies for property, plant and equipment are as follows:
Asset |
Measurement
Basis |
Amortization
Method |
Amortization
Rate |
|||
Data miners | Cost | Straight-line | 12 - 36 months | |||
Equipment | Cost | Straight-line | 36 months | |||
Leasehold improvement | Cost | Straight-line | 36 months |
Property, plant and equipment are recorded at cost less accumulated depreciation. Cost includes all expenditures incurred to bring assets to the location and condition necessary for them to be operated in the manner intended by management.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any replaced parts is derecognized. All other repairs and maintenance are charged to profit or loss during the fiscal period in which they are incurred.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.
(c) | Digital currencies |
Digital currencies consist of cryptocurrency denominated assets (note 5) and are included in current assets. Digital currencies are carried at their fair value and adjusted at each reporting date for revaluation gains and losses through the statement of profit or loss.
7
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
New accounting policies (continued)
(d) | Impairment of non-financial assets |
The Company reviews the carrying amounts of its non-financial assets, including equipment, when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. Assets carried at fair value, such as digital currencies, are excluded from impairment analysis.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized.
(e) | Warrants |
Warrants issued in the functional currency of the Company are classified as equity. Warrants issued in a currency that is not the functional currency of the Company are classified as a warrant liability (note 10).
Warrants classified as equity and issued in conjunction with common shares as part of a private placement unit offering are allocated a portion of the gross proceeds based on their relative fair value determined using a Black-Scholes valuation model. Warrants issued as payment for services, where the fair value of such services is not readily determinable, are valued using a Black-Scholes valuation model as at the date the warrants are issued.
(f) | Share-based compensation |
The granting of stock options to employees, officers, directors or consultants of the Company requires the recognition of share-based compensation expense with a corresponding increase in contributed surplus in shareholders’ equity. The fair value of stock options that vest immediately are recorded as share-based compensation expense at the date of the grant. The expense for stock options that vest over time is recorded over the vesting period using the graded method, which incorporates management’s estimate of the stock options that are not expected to vest. For stock options where vesting is subject to the completion of performance milestones, the estimate for completion of the milestone is reviewed at each reporting date for any change in the estimated vesting date, and to the extent there is a material change in the vesting date estimate, the amortization to be recognized is recalculated for the new timeline estimate and adjusted on a prospective basis in the current period. The effect of a change in the number of stock options expected to vest is a change in an estimate and the cumulative effect of the change is recognized in the period when the change occurs. On exercise of an stock option, the consideration received and the estimated fair value previously recorded in contributed surplus is recorded as an increase in share capital.
Stock options awarded to consultants are measured based on the fair value of the goods and services received unless that fair value cannot be estimated reliably. If the fair value of the goods and services cannot be reliably measured, then the fair value of the equity instruments granted is used to recognize the expense.
8
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
New accounting policies (continued)
(g) | Leases and right-of-use assets |
In January 2016, the IASB issued IFRS 16 - Leases ("IFRS 16"), replacing IAS 17 - Leases. IFRS 16 provides a single lessee accounting model and requires the lessee to recognize assets and liabilities for all leases on its statement of financial position, providing the reader with greater transparency of an entity’s lease obligations.
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:
° | Leases of low value assets; and |
° | Leases with a duration of twelve months or less. |
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by the incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
° | Amounts expected to be payable under any residual value guarantee; |
° | The exercise price of any purchase option granted if it is reasonable certain to assess that option; |
° | Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. |
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
° | Lease payments made at or before commencement of the lease; |
° | Initial direct costs incurred; and |
° | The amount of any provision recognised where the Company is contractually required to dismantle, remove or restore the leased asset. |
Lease liabilities, on initial measurement, increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made.
Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if this is judged to be shorter than the lease term.
When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.
9
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
Critical accounting judgements, estimates and assumption
The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
(i) | Income from digital currency mining |
The Company recognizes income from digital currency mining from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. The coins are recorded on the statement of financial position, as digital currencies, at their fair value less costs to sell and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit or loss in accordance with the Company’s treatment of its digital currencies as a traded commodity.
There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining and strategic selling of digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of income from digital currency mining for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations, including the stage of completion being the completion and addition of a block to a blockchain and the reliability of the measurement of the digital currency received.
(ii) | Business combination |
Management uses judgement to determines whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.
The Company completed the RTO Transaction in February 2020 (note 3) and concluded that the entity acquired did qualify as a business combination under IFRS 3, “Business Combinations”, as significant processes were acquired. Accordingly, the RTO Transaction has been accounted for as a business combination.
(iii) | Going concern |
The assessment of the Company's ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements as discussed in note 1.
(iv) | Valuation of amounts receivable |
Assessing the collectibility of amounts receivable and appropriateness of any bad debt reserve requires management judgment.
10
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
Critical accounting judgements, estimates and assumption (continued)
Significant judgements
(v) | Impairment of goodwill |
Goodwill is tested for impairment if there is an indicator of impairment and annually for all CGUs with goodwill. The Company considers both external and internal sources of information for indications that goodwill is impaired. External sources of information we consider include changes in the market and economic and legal environment in which the CGU operates that are not within its control and affect the recoverable amount of goodwill. Internal sources of information considered include the strategic plans for the Company including estimates of revenue and other indications of economic performance of the assets.
(vi) | Impairment of property, plant and equipment |
Management considers both external and internal sources of information in assessing whether there are any indications that the Company’s property, plant and equipment are impaired. External sources of information management considers include changes in the market, economic and legal environments in which the Company operates that are not within its control and that affect the recoverable amount of its property, plant and equipment. Internal sources of information that management considers include the manner in which property and equipment are being used or are expected to be used and indications of economic performance of the assets.
(vii) | Leases – incremental borrowing rate |
Judgment is applied when determining the incremental borrowing rate used to measure the lease liability of each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest rate the Company would pay to borrow at a similar term and with similar security.
(viii) | Income, value added, withholding and other taxes |
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
11
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
Critical accounting judgements, estimates and assumption (continued)
Significant estimates
(i) | Determination of asset and liability fair values and allocation of purchase consideration |
Significant business combinations require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date of assets acquired requires management to make certain judgements and estimates about future events, including but not limited to availability of hardware and expertise, future production opportunities, future digital currency prices and future operating costs.
(ii) | Useful lives of property, plant and equipment |
Depreciation of data centre equipment and cloud mining rights are an estimate of its expected life. In order to determine the useful life of computing equipment, assumptions are required about a range of computing industry market and economic factors, including required hashrates, technological changes, availability of hardware and other inputs, and production costs.
(iii) | Digital currency valuation |
Digital currencies consist of cryptocurrency denominated assets (note 5) and are included in current assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position.
(iv) | Warrant liability |
The Company has issued warrants with an exercise price denominated in a currency other than the Company’s functional currency resulting in their classification as derivative liabilities. The Company measures the value of the warrant liability by reference to the fair value of the common shares underlying the warrants. Estimating the fair value for these warrants is determined using a currency translated option valuation model. This requires management to determine the most appropriate inputs to the valuation model including the estimated life of the warrants, estimated common share price volatility, expected dividend yield, and the risk free interest rate.
(v) | Share-based compensation |
The fair value of share-based compensation is determined using a Black-Scholes option-pricing model, which incorporates management’s estimates of the risk free interest rate, the expected dividend yield, the estimated common share price volatility, the estimated option life, and the forfeiture rate as applicable to each award. Prior to fiscal 2017, options were awarded with vesting based on service conditions, however, during the year, the Company awarded share options with vesting based on the achievement of performance conditions. The timing of completion of these performance conditions is uncertain as these conditions are based on the achievement of operational milestones. Accordingly, management is required to make an estimate of the dates for completion of such milestones. These estimates are reviewed at each reporting date for any change in the estimated vesting dates, and to the extent there is a material change in the vesting date estimates, the amortization to be recognized is recalculated for the new timeline estimates and adjusted on a prospective basis.
12
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2020
(Expressed in United States Dollars) (Unaudited)
3. | Reverse takeover |
On February 14, 2020, the Company completed a RTO Transaction between Old Digihost and HashChain. In connection with completion of the RTO Transaction, all the issued and outstanding 6,530,560 Hashchain common shares were exchanged for 6,530,560 Digihost subordinate voting shares and all the 5,756,487 Old Digihost common shares were exchanged for 33,412,490 Digihost subordinate voting shares and 10,000 Digihost proportionate voting shares. In substance, the transaction involves Old Digihost shareholders obtaining control of the Company; accordingly, the transaction is considered to be a reverse acquisition transaction under which Old Digihost is identified as the accounting acquirer.
The acquisition of Hashchain is considered to be a business combination. Pursuant to the business combination transactions, the asset acquired from the acquisition is to be recorded at their estimated fair values in accordance with IFRS 3. The allocation of the purchase consideration is as follows:
Consideration | ||||
Common shares issued pursuant to share exchange agreement | $ | 5,914,916 | ||
Net assets acquired | ||||
Cash | $ | 1,046 | ||
Amounts receivable | 29,685 | |||
Property, plant and equipment | 1,865,914 | |||
Accounts payable and other payables | (424,590 | ) | ||
Goodwill acquired | 4,442,861 | |||
$ | 5,914,916 |
4. | Amounts receivable |
As at
March 31, 2020 |
As at
December 31, 2019 |
|||||||
Prepaid utilities | $ | 614,606 | $ | - | ||||
Prepaid insurance | 51,716 | - | ||||||
Amount receivable from Hashchain Technology Inc. | - | 161,919 | ||||||
Sales tax receivable | 27,723 | - | ||||||
$ | 694,045 | $ | 161,919 |
13
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2020
(Expressed in United States Dollars) (Unaudited)
5. | Digital currencies |
As at March 31, 2020, the Company’s digital currencies have a fair value of $408,626 (December 31, 2019 - $nil). Digital currencies are recorded at fair value on the date they are received as income from digital currency mining, and are revalued to their current market value less cost to sell at each reporting date.
The Company's holdings of digital currencies consist of the following:
As at
March 31, 2020 |
As at
December 31, 2019 |
|||||||
Bitcoin | $ | 408,626 | $ | - |
The continuity of digital currency was as follows:
Three Months
Ended March 31, 2020 |
Three Months
Ended March 31, 2019 |
|||||||
Balance, beginning of period | $ | - | $ | - | ||||
Digital currency mined | 838,310 | - | ||||||
Digital currency sold | (292,670 | ) | - | |||||
Revaluation adjustment | (137,014 | ) | - | |||||
Balance, end of period | $ | 408,626 | $ | - |
During the three months ended March 31, 2020, the Company disposed of Bitcoin for proceeds totalling $321,260 (three months ended March 31, 2019 – $nil) with a cost of $292,670 (three months ended March 31, 2019 - $nil), and recorded a gain on sale of $28,590 (three months ended March 31, 2019 - $nil).
6. | Property, plant and equipment |
Mining
|
Equipment | Leasehold improvement | Total | |||||||||||||
Cost | ||||||||||||||||
Balance - March 31, 2019 and December 31, 2019 | $ | - | $ | - | $ | - | $ | - | ||||||||
Additions(1) | 2,322,460 | 961,402 | 3,302,598 | 6,586,460 | ||||||||||||
Acquired from RTO Transaction | 1,865,914 | - | - | 1,865,914 | ||||||||||||
Balance - March 31, 2020 | $ | 4,188,374 | $ | 961,402 | $ | 3,302,598 | $ | 8,452,374 | ||||||||
Accumulated depreciation | ||||||||||||||||
Balance - March 31, 2019 and December 31, 2019 | - | - | - | - | ||||||||||||
Depreciation | 220,006 | 91,739 | 26,705 | 338,450 | ||||||||||||
Balance - March 31, 2020 | $ | 220,006 | $ | 91,739 | $ | 26,705 | $ | 338,450 | ||||||||
Net carrying value | ||||||||||||||||
As at December 31, 2019 | $ | - | $ | - | $ | - | $ | - | ||||||||
As at March 31, 2020 | $ | 3,968,368 | $ | 869,663 | $ | 3,275,893 | $ | 8,113,924 |
(1) | In February 2020, $2,322,460 of this amount was settled through the transfer of digital mining equipment from Nyam, LLC to Digihost concurrent with the transfer and assignment of the lease as described in note 7. |
14
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2020
(Expressed in United States Dollars) (Unaudited)
7. | Right-of-use assets |
Three Months
Ended March 31, 2020 |
Year
Ended
|
|||||||
Balance, beginning of period | $ | - | $ | - | ||||
Additions | 894,224 | - | ||||||
Depreciation | (24,840 | ) | - | |||||
Balance, end of period | $ | 869,384 | $ | - |
Rights-of-use asset is depreciated over a 3 year term. Refer to note 8 for further details.
8. | Lease liabilities |
On February 14, 2020, BIT Management, LLC, Nyam, LLC and BIT Mining International, LLC (collectively the "Sellers", all companies controlled by the CEO of Digihost) and Digihost completed an agreement for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment, the transfer of the lease of the 1001 East Delavan facility and transfer of a power contract for the supply of electricity at the facility. As consideration and immediately prior to the closing of the RTO Transaction with HashChain, Digihost issued 104,000 common shares of Old Digihost for an aggregate value of $2,704,000.
On February 14, 2020, BIT Mining International LLC and Digihost completed an agreement for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment located at a leased facility at 1001 East Delavan facility. As consideration and immediately prior to the closing of the RTO Transaction, Digihost issued 60,000 common shares of Digihost for an aggregate value of $1,560,000.
Pursuant to the RTO Transaction, holders of the Old Digihost shares received approximately 181.83 Digihost subordinate voting shares in exchange for each Old Digihost shares. Accordingly, the 164,000 Old Digihost shares were exchanged for 29,820,000 post RTO Digihost subordinate voting shares.
The continuity of the lease liabilities are presented in the table below:
Three Months
Ended March 31, |
Year Ended
December 31, |
|||||||
2020 | 2019 | |||||||
Balance, beginning of period | $ | - | $ | - | ||||
Additions | 894,224 | - | ||||||
Interest expense | 7,451 | - | ||||||
Lease payments | (28,854 | ) | - | |||||
Balance, end of period | $ | 872,821 | $ | - |
The lease liabilities are classified as follows:
As at
March 31, 2020 |
As at
December 31, 2019 |
|||||||
Current portion | $ | 220,827 | $ | - | ||||
Non-current portion | 651,994 | - | ||||||
Total lease liabilities | $ | 872,821 | $ | - |
15
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2020
(Expressed in United States Dollars) (Unaudited)
8. | Lease liabilities (continued) |
Maturity analysis - contractual undiscounted cash flows
As at March 31, 2020 |
||||
Less than one year | $ | 259,687 | ||
One to five years | 750,206 | |||
Total undiscounted lease obligations | $ | 1,009,893 |
9. | Accounts payable and accrued liabilities |
As at
March 31, 2020 |
As at
December 31, 2019 |
|||||||
Accounts payable | $ | 248,708 | $ | 62,683 | ||||
Audit accrual | 8,594 | 5,775 | ||||||
$ | 257,302 | $ | 68,458 |
10. | Warrant liability |
In February 2020, the Company completed a private placement financing consisting of one common share and one warrant to purchase a common share. The exercise price of the warrant is CAD$1.75. Under IFRS, warrants issued with an exercise price denominated in a foreign currency are considered financial derivative instruments and the prescribed accounting treatment is to classify these warrants as a current liability measured at fair value upon initial recognition. At each subsequent reporting date, the warrants are re-measured at fair value and the change in fair value is recognized through profit or loss. Upon warrant exercise, the fair value previously recognized in warrant liability is transferred from warrant liability to share capital.
As at
March 31, 2020 |
As at
December 31, 2019 |
|||||||
Opening balance, outstanding warrants | - | - | ||||||
Issued | 110,575 | - | ||||||
Closing balance, outstanding warrants | 110,575 | - |
Expiry date |
August 29,
2021 |
|||||||
Weighted average exercise price in CAD | $ | 1.75 | $ | - | ||||
Opening balance | $ | - | $ | - | ||||
Fair value on issuance | 43,398 | - | ||||||
Fair value adjustment at report date | (40,436 | ) | - | |||||
Closing balance | $ | 2,962 | $ | - |
16
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2020
(Expressed in United States Dollars) (Unaudited)
10. | Warrant liability (continued) |
A summary of the assumptions used in the valuation model for re-measuring the warrants at end of period is set out below:
As at
March 31, 2020 |
As at
December 31, 2019 |
|||||||
Share price | CAD$ | 0.185 | $ | nil | ||||
Risk-free rate | 0.46 | % | 0.00 | % | ||||
Expected dividend yield | 0 | % | 0 | % | ||||
Expected price volatility of the Corporation's common shares | 151 | % | 0 | % | ||||
Forfeiture rate | 0 | % | 0 | % | ||||
Weighted average fair value | CAD$ | 0.038 | $ | nil |
The following table reflects the warrants issued and outstanding as of March 31, 2020:
Number of Warrants Outstanding |
Grant Date Fair Value Net of Costs
($) |
Exercise Price
(CAD) |
Weighted Average Contractual Life
(years) |
Expiry Date | ||||||||||||
110,575 | 43,398 | 1.75 | 1.41 | August 14, 2021 |
11. | Share capital |
a) | Authorized share capital |
Unlimited common shares without par value.
b) | Common shares issued |
(i) On February 14, 2020, immediately prior to completion of the RTO Transaction, the Company closed a non-brokered private placement, for aggregate gross proceeds of $4,103,766 (CAD$5,342,005) from the sale of 5,481,912 common share subscription receipts at a price of CAD$0.96, with each common share subscription receipt exchangeable for one common share of Digihost, and 110,575 unit subscription receipts at a price of CAD$1.20 per unit subscription receipt, with each unit subscription receipt exchangeable for one unit. Each unit consisted of one common share and one common share purchase warrant of Digihost. Each warrant entitles the holder thereof to acquire one common share at a price of CAD$1.75 with expiry date August 14, 2021. The proceeds were received prior to December 31, 2020 and were recorded as subscription liability.
The grant date fair value of the 110,575 warrants was estimated as $43,398 using the Black-Scholes option pricing model. The following weighted average assumptions were used: risk-free interest rate - 1.52%; expected volatility - 151% which is based on the historical volatility of comparable companies; expected dividend yield - nil; share price of CAD$0.96 and expected life - 18 months. The fair value has been recorded as a warrant liability (note 10).
In addition, immediately prior to completion of the RTO Transaction, the Company exchanged 1,999,997 common shares of Digihost owned by the CEO and director of Digihost for 10,000 proportionate voting shares.
(ii) On February 14, 2020, the Company cancelled the 2 founder shares of Old Digihost.
17
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2020
(Expressed in United States Dollars) (Unaudited)
12. | Stock options |
The Company has a stock option plan whereby the maximum number of shares subject to the plan, in the aggregate, shall not exceed 10% of the Company's issued and outstanding shares. The exercise price shall be no less than the discount market price as determined in accordance with TSXV policies.
The following table reflects the continuity of stock options for the periods presented below:
Number of
Stock Options |
Weighted
(CAD$) |
|||||||
Balance, December 31, 2018 and March 31, 2019 | - | - | ||||||
Balance, December 31, 2019 | - | - | ||||||
Granted (i) | 1,875,000 | 0.96 | ||||||
Balance, March 31, 2020 | 1,875,000 | 0.96 |
(i) On February 14, 2020, the Company granted stock options to directors, officers and consultants of the Company to acquire an aggregate of 1,875,000 common shares. The stock options may be exercised at a price of CAD$0.96 per share and expire on February 14, 2025. The stock options vest six months after grant date.
A value of $1,206,523 was estimated for the 1,875,000 stock options on the date of grant with the following assumptions and inputs: share price of CAD$0.96; exercise price of CAD$0.96; expected dividend yield of 0%; expected volatility of 138% which is based on comparable companies; risk-free interest rate of 1.37%; and an expected average life of five years.
The following table reflects the stock options issued and outstanding as of March 31, 2020:
Expiry Date | Exercise Price (CAD$) | Weighted Average Remaining Contractual Life (years) | Number of Options Outstanding | Number of Options Vested (exercisable) | Number of Options Unvested | |||||||||||||||
February 14, 2025 | 0.96 | 4.88 | 1,875,000 | 1,875,000 | - |
13. | Loan receivable and related party transactions |
Loan receivable
During the three months ended March 31, 2020, Nyam, LLC, a company controlled by the Chief Executive Officer ("CEO") of Digihost received an additional loan of $32,545 (three months ended March 31, 2019 - $nil). These amounts are non-interest bearing and unsecured. In February 2020, $2,322,460 of this amount was settled through the transfer of digital mining equipment from Nyam, LLC to Digihost concurrent with the transfer and assignment of the lease as described in note 7. As at March 31, 2020, the loan receivable from Nyam, LLC was $141,740 (December 31, 2019 - $2,431,655).
18
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2020
(Expressed in United States Dollars) (Unaudited)
13. | Loan receivable and related party transactions (continued) |
Related party transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties include key management personnel and may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions are recorded at the exchange amount, being the amount agreed to between the related parties.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and members of the Board of Directors.
Remuneration of key management personnel of the Company was as follows:
Three
Months Ended
|
||||||||
2020 | 2019 | |||||||
Professional fees (1) | $ | 9,603 | $ | - | ||||
Share based compensation(2) | 256,154 | - | ||||||
$ | 265,757 | $ | - |
(1) | In September 2019, Ms. Cindy Davis was appointed Chief Financial Officer of the Company. Ms. Davis is also a senior employee of Marrelli Support Services Inc. (“Marrelli Support”). Marrelli Support also provides accounting services to the Company. As at March 31, 2020, Marrelli Support was owed $10,804 (December 31, 2019 - $2,436). |
(2) | Represents the share based compensation for officer and directors. |
14. | Other events |
COVID-19
Commencing in March 2020 and continuing into the second quarter of 2020, the outbreak of the novel strain of coronavirus known as “COVID-19” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID19 pandemic is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.
Bitcoin Halving
In May 2020, the Bitcoin (“BTC”) block reward decreased from 12.5 to 6.25 BTC per block (the “Bitcoin Halving”), and consequently the number of new BTC issued to miners would be reduced to approximately 900 per day.
19
Exhibit 99.23
DIGIHOST TECHNOLOGY INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2020
(EXPRESSED IN UNITED STATES DOLLARS)
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
Introduction
The following management’s discussion & analysis (“MD&A”) of the financial condition and results of the operations of Digihost Technology Inc. (the “Company” or “Digihost”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the three months ended March 31, 2020. This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the condensed interim consolidated financial statements of the Company for the three months ended March 31, 2020, together with the notes thereto. Results are reported in United States dollars, unless otherwise noted. The Company’s consolidated financial statements and the financial information contained in this MD&A, unless otherwise indicated, are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee. Information contained herein is presented as of July 13, 2020, unless otherwise indicated.
For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the “Board”), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Conic’s common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.
Information about the Company and its operations can be obtained from the offices of the Company or on the System for Electronic Documents Analysis and Retrieval (“SEDAR”) and is available for review under the Company’s profile on the SEDAR website (www.sedar.com).
COVID-19
Since the beginning of 2020, the outbreak of the novel strain of coronavirus known as “COVID-19” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The Company’s employees, directors and consultants have fortunately not had any known cases of COVID-19. The duration and impact of the COVID-19 pandemic is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.
P a g e | 1
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
Description of Business
The Company was incorporated in British Columbia, Canada, on February 18, 2017 as Chortle Capital Corp and subsequently changed its name to HashChain Technology Inc. on September 18, 2017, and again to Digihost Technology Inc. on February 14, 2020. The Company is a blockchain technology company with operations in cryptocurrency mining for its own account as well as providing hosting services to cryptocurrency mining customers. The head office of the Company is located at 1001 East Delavan Avenue, Buffalo, New York, 14215.
On February 14, 2020, the Company completed a reverse takeover transaction (the “RTO Transaction”) between Digihost International, Inc. (“Old Digihost”) and HashChain Technology Inc. (“HashChain”). In connection with completion of the RTO Transaction, HashChain has changed its name to “Digihost Technology Inc.”. Digihost carried on the business of HashChain as a Tier 2 technology issuer and the Digihost subordinate voting shares were listed for trading on the TSX Venture Exchange (“TSXV”) on February 20, 2020.
After completion of the RTO transaction, the mining operations of HashChain and Old Digihost vertically integrated to facilitate a significant reduction in the cost of mining to allow the Company to better weather future volatility in cryptocurrency prices and increased mining competition.
Company Highlights
Reverse takeover
On February 14, 2020, the Company completed a RTO Transaction between Old Digihost and HashChain. In connection with completion of the RTO Transaction, all the issued and outstanding 6,530,560 HashChain common shares were exchanged for 6,530,560 Digihost subordinate voting shares and all the 5,756,487 Old Digihost common shares were exchanged for 33,412,490 Digihost subordinate voting shares and 10,000 Digihost proportionate voting shares. In substance, the transaction involves Old Digihost shareholders obtaining control of the Company; accordingly, the transaction is considered to be a reverse acquisition transaction under which Old Digihost is identified as the accounting acquirer.
The acquisition of HashChain is considered to be a business combination. Pursuant to the business combination transactions, the assets acquired from the acquisition is to be recorded at their estimated fair values in accordance with IFRS 3. The allocation of the purchase consideration is as follows:
Consideration
Common shares issued pursuant to share exchange agreement | $ | 5,914,916 | ||
Assets acquired and liabilities assumed | ||||
Cash | 1,046 | |||
Amount receivable | 29,685 | |||
Property, plant and equipment | 1,865,914 | |||
Accounts payable and other payable | (424,590 | ) | ||
Goodwill acquired | 4,442,861 | |||
$ | 5,914,916 |
P a g e | 2
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
Private placement
On February 14, 2020, immediately prior to completion of the RTO Transaction, the Company closed a non-brokered private placement, for aggregate gross proceeds of $4,103,766 (CAD$5,342,005) from the sale of 5,481,912 common share subscription receipts at a price of CAD$0.96, with each common share subscription receipt exchangeable for one common share of Digihost, and 110,575 unit subscription receipts at a price of CAD$1.20 per unit subscription receipt, with each unit subscription receipt exchangeable for one unit. Each unit consisted of one common share and one common share purchase warrant of Digihost. Each warrant entitles the holder thereof to acquire one common share at a price of CAD$1.75 with expiry date August 14, 2021.
In addition, immediately prior to completion of the RTO Transaction, the Company exchanged 1,999,997 common shares of Digihost owned by the CEO and director of Digihost for 10,000 proportionate voting shares.
Transfer of lease and acquisition of leasehold improvements
On February 14, 2020, BIT Management, LLC, Nyam, LLC and BIT Mining International, LLC (collectively the “Sellers”, all companies controlled by the CEO of Digihost) and Digihost completed an agreement for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment, the transfer of the lease of the 1001 East Delavan facility and transfer of a power contract for the supply of electricity at the facility. As consideration and immediately prior to the closing of the RTO Transaction with HashChain, Digihost issued 104,000 common shares of Old Digihost for an aggregate value of $2,704,000.
On February 14, 2020, BIT Mining International LLC and Digihost completed an agreement for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment located at a leased facility at 1001 East Delavan facility. As consideration and immediately prior to the closing of the RTO Transaction, Digihost issued 60,000 common shares of Digihost for an aggregate value of $1,560,000.
Pursuant to the RTO Transaction, holders of the Old Digihost shares received approximately 181.83 Digihost subordinate voting shares in exchange for each Old Digihost shares. Accordingly, the 164,000 Old Digihost shares were exchanged for 29,820,000 post RTO Digihost subordinate voting shares.
Constitution of Board
After the completion of the RTO Transaction, the Board was reconstituted to consist of a slate of nine (9) directors, with each of Michel Amar, Alec Amar, Jon Williams, Adam Rossman, Manish Kshatriya, Gerry Rotonda, Gerard Guez, Donald Christie and Geoffrey Browne, recommended for election.
Grant of stock options
On February 14, 2020, the Company granted stock options to directors, officers and consultants of the Company to acquire an aggregate of 1,875,000 common shares. The stock options may be exercised at a price of CAD$0.96 per share and expire on February 14, 2025. The stock options vest six months after grant date.
P a g e | 3
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
Business Overview and Plan of Operations
Digihost is a growth oriented blockchain company. As the result of recent equipment acquisition the Company has significantly increased its hashrate from 159PH to 208PH, an increase of 31%. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under lease and an option to lease additional facility space totalling 240,000 square feet. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
Digihost plans to further reduce operating costs by operating during off-peak hours and obtaining electricity directly from generation as well as procuring hosting contracts and strategically replenishing its mining equipment to maintain efficient mining.
In the Company’s first 6 weeks of operation, the Company has been able to recognize an operating profit of approximately $252,000 compared to continuous operating losses recorded by HashChain in prior quarters. The Company has been able to take advantage of vertical integration and synergies to reduce costs and improve mining efficiency.
Selected Quarterly Information
A summary of selected information for each of the eight most recent quarters prepared in accordance with IFRS is as follows:
Net Income or (Loss) | ||||||||||||||||
Three Months Ended |
Revenues
($) |
Total
($) |
Per
Share -
Basic ($) |
Per
Share -
Diluted ($) |
||||||||||||
2020-March 31 | 838,310 | (765,824 | ) | (0.04 | ) | (0.04 | ) | |||||||||
2019-December 31 | - | (80,692 | ) | (40,346 | ) | (40,346 | ) | |||||||||
2019-September 30 | - | (65,884 | ) | (32,942 | ) | (32,942 | ) | |||||||||
2019-June 30 | - | (120,399 | ) | (61,696 | ) | (61,696 | ) | |||||||||
2019-March 31 | - | (2,993 | ) | (1,496 | ) | (1,496 | ) | |||||||||
2018-December 31 | - | (4,765 | ) | (2,382 | ) | (2,382 | ) |
P a g e | 4
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
Results of Operations
For the three months ended March 31, 2020 compare to the three months ended March 31, 2019
For the three months ended March 31, 2020, the Company’s net loss was $765,824 compared to net loss of $2,993 for the three months ended March 31, 2019. The increase in net loss of $762,831 is a result of the following:
● | During the three months ended March 31, 2020, the Company recognized gross profit of $251,974 from its recently acquired cryptocurrency mining operations. |
● | During the three months ended March 31, 2020, the Company recorded a revaluation loss of $137,014 on digital currency. This loss represents the movement in the fair value of digital currency held at the reporting period. |
● | During the three months ended March 31, 2020, the Company recorded a gain on the sale of digital currency of $28,590. |
● | During the three months ended March 31, 2020, the Company incurred $201,959 of professional fees. These professional fees included legal fees, accounting fees and consulting fees associated with the RTO Takeover as well as the operations of the Company’s cryptocurrency mining operations. |
● | During the three months ended March 31, 2020, depreciation expense totaled $363,290. Depreciation includes depreciation of property, plant and equipment as well as right of use asset. |
● | During the three months ended March 31, 2020, the Company recorded share-based compensation of $304,945. This represents the expense associated with the three months ended March 31, 2020 for the 1,875,000 stock options granted during the period. |
Liquidity and Financial Position
As of March 31, 2020, the Company had working capital of $787,763, which includes cash of $21,481 and digital currencies of $408,626. The Company commenced earning revenue from digital currency mining in mid-February 2020, however it has limited history and no assurance that historical performance will be indicative of future performance.
The Company’s ability to continue as a going concern is dependent on the Company’s ability to efficiently mine and liquidate digital currencies, manage operational expenses and raise additional funds through debt or equity financing.
There is no assurance that the Company will be able to access equity funding at the times and in the amounts required to meet the Company’s obligations and fund activities. The outlook for the world economy remains uncertain and vulnerable to various events that could adversely affect the Company’s ability to raise additional funding going forward.
P a g e | 5
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
Cash flows
Operating Activities
Cash used in operating activities was $1,182,748 for the three months ended March 31, 2020 and resulted from operating expenses during the normal course of business, an increase in accounts payable and accrued liabilities and increases in amounts receivable and prepaid assets and digital currencies.
Financing Activities
Cash used in financing activities for the three months ended March 31, 2020 was $99,708. The Company made lease payments of $28,854, returned subscription receipts of $39,355 and advanced funds for loan receivable of $32,545.
Loan Receivable and Related Party Transactions
Loan receivable
During the three months ended March 31, 2020, Nyam, LLC, a company controlled by the Chief Executive Officer (“CEO”) of Digihost received an additional loan of $32,545 (three months ended March 31, 2019 - $nil). These amounts are non-interest bearing and unsecured. In February 2020, $2,322,460 of this amount was settled through the transfer of digital mining equipment from Nyam, LLC to Digihost concurrent with the transfer and assignment of the lease as described in “Company Highlights”. As at March 31, 2020, the loan receivable from Nyam, LLC was $141,740 (December 31, 2019 - $2,431,655).
Related Party Transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties include key management personnel and may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions are recorded at the exchange amount, being the amount agreed to between the related parties.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and members of the Board of Directors.
Remuneration of key management personnel of the Company was as follows:
Three
Months Ended
|
Three
Months Ended
|
|||||||
Professional fees (1) | $ | 9,603 | $ | nil | ||||
Share based compensation (2) | 256,154 | nil | ||||||
Total | $ | 265,757 | $ | nil |
(1) In September 2019, Ms. Cindy Davis was appointed Chief Financial Officer of the Company. Ms. Davis is also a senior employee of Marrelli Support Services Inc. (“Marrelli Support”). Marrelli Support also provides accounting services to the Company. As at March 31, 2020, Marrelli Support was owed $10,804 (March 31, 2020 - $2,436).
(2) Represents the share based compensation for officer and directors.
P a g e | 6
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
Share Capital
As
of the date of this MD&A, the Corporation has 40,073,661 common shares outstanding.
As of the date of this MD&A, the Company 1,875,000 stock options.
Off-Balance Sheet Arrangements
As at the date of this MD&A, the Company did not have any off-balance sheet arrangements.
New accounting policies
(a) | Revenue recognition |
The Company recognizes revenue from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Revenue is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. A coin is considered earned on the completion and addition of a block to the blockchain, at which time the economic benefit is received and can be reliably measured. The coins are recorded on the statement of financial position as digital currencies at their fair value and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins are included in profit or loss.
(b) | Property, plant and equipment |
Details as to the Company’s policies for property, plant and equipment are as follows:
Asset |
Measurement
|
Amortization
|
Amortization
|
|||
Data miners | Cost | Straight-line | 12 - 36 months | |||
Equipment | Cost | Straight-line | 36 months | |||
Leasehold improvement | Cost | Straight-line | 36 months |
Property, plant and equipment are recorded at cost less accumulated depreciation. Cost includes all expenditures incurred to bring assets to the location and condition necessary for them to be operated in the manner intended by management.
P a g e | 7
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any replaced parts is derecognized. All other repairs and maintenance are charged to profit or loss during the fiscal period in which they are incurred.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.
(c) | Digital currencies |
Digital currencies consist of cryptocurrency denominated assets and are included in current assets. Digital currencies are carried at their fair value and adjusted at each reporting date for revaluation gains and losses through the statement of profit or loss.
(d) | Impairment of non-financial assets |
The Company reviews the carrying amounts of its non-financial assets, including equipment, when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. Assets carried at fair value, such as digital currencies, are excluded from impairment analysis.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized.
(e) | Warrants |
Warrants issued in the functional currency of the Company are classified as equity. Warrants issued in a currency that is not the functional currency of the Company are classified as a warrant liability.
Warrants classified as equity and issued in conjunction with common shares as part of a private placement unit offering are allocated a portion of the gross proceeds based on their relative fair value determined using a Black-Scholes valuation model. Warrants issued as payment for services, where the fair value of such services is not readily determinable, are valued using a Black-Scholes valuation model as at the date the warrants are issued.
P a g e | 8
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
(f) | Share-based compensation |
The granting of stock options to employees, officers, directors or consultants of the Company requires the recognition of share-based compensation expense with a corresponding increase in contributed surplus in shareholders’ equity. The fair value of stock options that vest immediately are recorded as share-based compensation expense at the date of the grant. The expense for stock options that vest over time is recorded over the vesting period using the graded method, which incorporates management’s estimate of the stock options that are not expected to vest. For stock options where vesting is subject to the completion of performance milestones, the estimate for completion of the milestone is reviewed at each reporting date for any change in the estimated vesting date, and to the extent there is a material change in the vesting date estimate, the amortization to be recognized is recalculated for the new timeline estimate and adjusted on a prospective basis in the current period. The effect of a change in the number of stock options expected to vest is a change in an estimate and the cumulative effect of the change is recognized in the period when the change occurs. On exercise of an stock option, the consideration received and the estimated fair value previously recorded in contributed surplus is recorded as an increase in share capital.
Stock options awarded to consultants are measured based on the fair value of the goods and services received unless that fair value cannot be estimated reliably. If the fair value of the goods and services cannot be reliably measured, then the fair value of the equity instruments granted is used to recognize the expense.
(g) | Leases and right-of-use assets |
In January 2016, the IASB issued IFRS 16 - Leases (“IFRS 16”), replacing IAS 17 - Leases. IFRS 16 provides a single lessee accounting model and requires the lessee to recognize assets and liabilities for all leases on its statement of financial position, providing the reader with greater transparency of an entity’s lease obligations.
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:
● | Leases of low value assets; and | |
● | Leases with a duration of twelve months or less. |
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by the incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
● | Amounts expected to be payable under any residual value guarantee; | |
● | The exercise price of any purchase option granted if it is reasonable certain to assess that option; | |
● | Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. |
P a g e | 9
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
● | Lease payments made at or before commencement of the lease; | |
● | Initial direct costs incurred; and | |
● | The amount of any provision recognised where the Company is contractually required to dismantle, remove or restore the leased asset. |
Lease liabilities, on initial measurement, increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made.
Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if this is judged to be shorter than the lease term.
When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.
Critical accounting judgements, estimates and assumption
The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Significant judgements
(i) | Income from digital currency mining |
The Company recognizes income from digital currency mining from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. The coins are recorded on the statement of financial position, as digital currencies, at their fair value less costs to sell and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit or loss in accordance with the Company’s treatment of its digital currencies as a traded commodity.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining and strategic selling of digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of income from digital currency mining for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations, including the stage of completion being the completion and addition of a block to a blockchain and the reliability of the measurement of the digital currency received.
(ii) | Business combination |
Management uses judgement to determines whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.
The Company completed the RTO Transaction in February 2020 and concluded that the entity acquired did qualify as a business combination under IFRS 3, “Business Combinations”, as significant processes were acquired. Accordingly, the RTO Transaction has been accounted for as a business combination.
(iii) | Going concern |
The assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements.
(iv) | Valuation of amounts receivable |
Assessing the collectibility of amounts receivable and appropriateness of any bad debt reserve requires management judgment.
(v) | Impairment of goodwill |
Goodwill is tested for impairment if there is an indicator of impairment and annually for all CGUs with goodwill. The Company considers both external and internal sources of information for indications that goodwill is impaired. External sources of information we consider include changes in the market and economic and legal environment in which the CGU operates that are not within its control and affect the recoverable amount of goodwill. Internal sources of information considered include the strategic plans for the Company including estimates of revenue and other indications of economic performance of the assets.
(vi) | Impairment of property, plant and equipment |
Management considers both external and internal sources of information in assessing whether there are any indications that the Company’s property, plant and equipment are impaired. External sources of information management considers include changes in the market, economic and legal environments in which the Company operates that are not within its control and that affect the recoverable amount of its property, plant and equipment. Internal sources of information that management considers include the manner in which property and equipment are being used or are expected to be used and indications of economic performance of the assets.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
(vii) | Leases – incremental borrowing rate |
Judgment is applied when determining the incremental borrowing rate used to measure the lease liability of each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest rate the Company would pay to borrow at a similar term and with similar security.
(viii) | Income, value added, withholding and other taxes |
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
Significant estimates
(i) | Determination of asset and liability fair values and allocation of purchase consideration |
Significant business combinations require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date of assets acquired requires management to make certain judgements and estimates about future events, including but not limited to availability of hardware and expertise, future production opportunities, future digital currency prices and future operating costs.
(ii) | Depreciation |
Depreciation of data centre equipment and cloud mining rights are an estimate of its expected life. In order to determine the useful life of computing equipment, assumptions are required about a range of computing industry market and economic factors, including required hashrates, technological changes, availability of hardware and other inputs, and production costs.
(iii) | Digital currency valuation |
Digital currencies consist of cryptocurrency denominated assets and are included in current assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
(iv) | Warrant liability |
The Company has issued warrants with an exercise price denominated in a currency other than the Company’s functional currency resulting in their classification as derivative liabilities. The Company measures the value of the warrant liability by reference to the fair value of the common shares underlying the warrants. Estimating the fair value for these warrants is determined using a currency translated option valuation model. This requires management to determine the most appropriate inputs to the valuation model including the estimated life of the warrants, estimated common share price volatility, expected dividend yield, and the risk free interest rate.
(v) | Share-based compensation |
The fair value of share-based compensation is determined using a Black-Scholes option-pricing model, which incorporates management’s estimates of the risk free interest rate, the expected dividend yield, the estimated common share price volatility, the estimated option life, and the forfeiture rate as applicable to each award. Prior to fiscal 2017, options were awarded with vesting based on service conditions, however, during the year, the Company awarded share options with vesting based on the achievement of performance conditions. The timing of completion of these performance conditions is uncertain as these conditions are based on the achievement of operational milestones. Accordingly, management is required to make an estimate of the dates for completion of such milestones. These estimates are reviewed at each reporting date for any change in the estimated vesting dates, and to the extent there is a material change in the vesting date estimates, the amortization to be recognized is recalculated for the new timeline estimates and adjusted on a prospective basis.
Disclosure of Internal Controls
Management has established processes to provide it with sufficient knowledge to support representations that it has exercised reasonable diligence to ensure that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the financial statements, and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the periods presented.
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. In particular, the certifying officers filing such certificate are not making any representations relating to the establishment and maintenance of:
(i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
(ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with the issuer’s GAAP (IFRS). |
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Risk Factors
Overview
The Company faces a number of risks that are related to both the general cryptocurrency business as well as the Company’s business model. The risks and uncertainties described below are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties of which the Company is not aware or that the Company currently believes to be immaterial may also adversely affect the Company’s business, financial condition, results of operations or prospects. If any of the possible events described below occur, the Company’s business, financial condition, results of operations or prospects could be materially and adversely affected.
Risks Related to the Company’s Business
Bitcoin Halving Event Risk
In May 2020, the Bitcoin (“BTC”) block reward decreased from 12.5 to 6.25 BTC per block (the “Bitcoin Halving”), and consequently the number of new BTC issued to miners would be reduced to approximately 900 per day.
The Bitcoin Halving may have a material impact on the Company’s profitability. Given that profitability is required for self-acting agents to perform BTC mining to continue to support the validation of transactions, the expected impact of the Bitcoin Halving is that market variables of BTC price and difficulty will adjust over time to ensure that the profitability of BTC mining remains profitable. The period of market normalization after the Bitcoin Halving to incentivizing profitability levels is unknown. As a result, if BTC price and difficulty do not adjust over time to pre-Bitcoin Halving profitability levels or the period of market normalization after the Bitcoin Halving to pre-Bitcoin Halving profitability levels is too long, there is a risk that the Bitcoin Halving will render the Company unprofitable for a sustained time period such that it could be unable to continue as a going concern.
COVID-19 Pandemic Risk
In March 2020, the World Health Organization declared COVID-19 a pandemic. The global response to the pandemic is constantly evolving, including various measures implemented at the global, national, state, provincial and local levels. The major impacts that COVID-19 is expected to have on the Company include potential increases in cryptocurrency price volatility, difficulty obtaining new financing due to global economic slowdown, and delays in receiving future orders of mining hardware and parts sourced from overseas. While the Company is expected to continue operating throughout the pandemic, government-imposed restrictions encouraging social distancing may impact the number of employees permitted to work in the mining facilities. A reduction in workforce in the mining facilities may reduce the Company’s ability to maximize operational efficiency.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
The Company’s cryptocurrency inventory may be exposed to cybersecurity threats and hacks
As with any other computer code, flaws in the cryptocurrency codes have been exposed by certain malicious actors. Several errors and defects have been found and corrected, including those that disabled some functionality for users and exposed users’ information. Discovery of flaws in or exploitations of the source code that allow malicious actors to take or create money have been relatively rare.
Regulatory changes or actions may alter the nature of an investment in the Company or restrict the use of cryptocurrencies in a manner that adversely affects the Company’s operations
As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of the Company to continue to operate. The effect of any future regulatory change on the Company or any cryptocurrency that the Company may mine is impossible to predict, but such change could be substantial and have a material adverse effect on the Company. Governments may in the future curtail or outlaw the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency companies to additional regulation. Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire, own, hold, sell, use or trade cryptocurrencies or to exchange cryptocurrencies for fiat currency. By extension, similar actions by other governments, may result in the restriction of the acquisition, ownership, holding, selling, use or trading in the Company Subordinate Voting Shares. Such a restriction could result in the Company liquidating its cryptocurrency inventory at unfavorable prices and may adversely affect the Company’s shareholders.
The value of cryptocurrencies may be subject to momentum pricing risk
Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Cryptocurrency market prices are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of cryptocurrencies, inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of the Company’s cryptocurrency inventory and thereby affect the Company’s shareholders.
Cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure
To the extent that cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, this could result in a reduction in cryptocurrency prices. Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, derivatives and other currencies. For example, during the past three years, a number of BTC exchanges have been closed due to fraud, business failure or security breaches. In many of these instances, the customers of the closed BTC exchanges were not compensated or made whole for the partial or complete losses of their account balances in such BTC exchanges. While smaller exchanges are less likely to have the infrastructure and capitalization that provide larger exchanges with additional stability, larger exchanges may be more likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information or gain access to private computer systems) and may be more likely to be targets of regulatory enforcement action.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
Banks may not provide banking services, or may cut off banking services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment
A number of companies that provide BTC and/or other cryptocurrency-related services have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, a number of such companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to BTC and/or other cryptocurrency-related companies or companies that accept cryptocurrencies for a number of reasons, such as perceived compliance risks or costs. The difficulty that many businesses that provide BTC and/or other cryptocurrency-related services have and may continue to have in finding banks willing to provide them with bank accounts and other banking services may be currently decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies or could decrease its usefulness and harm its public perception in the future. Similarly, the usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks were to close the accounts of many or of a few key businesses providing BTC and/or other cryptocurrency-related services. This could decrease the market prices of cryptocurrencies and adversely affect the value of the Company’s cryptocurrency inventory.
The impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain
Crises may motivate large-scale purchases of cryptocurrencies which could increase the price of cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior wanes, adversely affecting the value of the Company’s cryptocurrency inventory.
As an alternative to fiat currencies that are backed by central governments, cryptocurrencies, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralised means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of BTCs either globally or locally. Large-scale sales of cryptocurrencies would result in a reduction in their market prices and adversely affect the Company’s operations and profitability.
The further development and acceptance of the cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate
The use of cryptocurrencies to, among other things, buy and sell goods and services and complete other transactions, is part of a new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing, or stopping of the development or acceptance of developing protocols may adversely affect the Company’s operations. The factors affecting the further development of the industry, include, but are not limited to:
● | Continued worldwide growth in the adoption and use of cryptocurrencies; | |
● | Governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems; | |
● | Changes in consumer demographics and public tastes and preferences; |
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
● | The maintenance and development of the open-source software protocol of the network; | |
● | The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; | |
● | General economic conditions and the regulatory environment relating to digital assets; and | |
● | Negative consumer sentiment and perception of BTCs specifically and cryptocurrencies generally. |
Acceptance and/or widespread use of cryptocurrency is uncertain
Currently, there is relatively small use of BTCs and/or other cryptocurrencies in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect the Company’s operations, investment strategies, and profitability.
As relatively new products and technologies, BTC and its other cryptocurrency counterparts have not been widely adopted as a means of payment for goods and services by major retail and commercial outlets. Conversely, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short-term or long-term holding of cryptocurrencies.
The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services. A lack of expansion by cryptocurrencies into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in their market prices, either of which could adversely impact the Company’s operations, investment strategies, and profitability.
The Company may be required to sell its coins to pay for expenses
The Company may sell its coins to pay for expenses incurred, irrespective of then-current coin prices. Consequently, the Company’s coins may be sold at a time when the price is low, resulting in a negative effect on the Company’s profitability.
The Company’s operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in cryptocurrencies
The Company competes with other users and/or companies that are mining cryptocurrencies and other potential financial vehicles, possibly including securities backed by or linked to cryptocurrencies through entities similar to the Company. Market and financial conditions, and other conditions beyond the Company’s control, may make it more attractive to invest in other financial vehicles, or to invest in cryptocurrencies directly which could limit the market for the Company’s shares and reduce their liquidity.
The Company’s coins may be subject to loss, theft or restriction on access
There is a risk that some or all of the Company’s coins could be lost or stolen. Access to the Company’s coins could also be restricted by cybercrime (such as a denial of service attack) against a service at which the Company maintains a hosted online wallet. Any of these events may adversely affect the operations of the Company and, consequently, its investments and profitability.
The loss or destruction of a private key required to access the Company’s digital wallets may be irreversible. The Company’s loss of access to its private keys or its experience of a data loss relating to the Company’s digital wallets could adversely affect its investments.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
Cryptocurrencies are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the network’s public Blockchain. The Company will publish the public key relating to digital wallets in use when it verifies the receipt of cryptocurrency transfers and disseminates such information into the network, but it will need to safeguard the private keys relating to such digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, the Company will be unable to access its coins and such private keys will not be capable of being restored by network. Any loss of private keys relating to digital wallets used to store the Company’s cryptocurrency could adversely affect its investments and profitability.
Incorrect or fraudulent coin transactions may be irreversible
Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred coins may be irretrievable. As a result, any incorrectly executed or fraudulent coin transactions could adversely affect the Company’s investments.
Coin transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction. In theory, cryptocurrency transactions may be reversible with the control or consent of a majority of processing power on the network. Once a transaction has been verified and recorded in a block that is added to the Blockchain, an incorrect transfer of a coin or a theft of coin generally will not be reversible and the Company may not be capable of seeking compensation for any such transfer or theft. Although the Company’s transfers of coins will regularly be made by experienced members of the management team, it is possible that, through computer or human error, or through theft or criminal action, the Company’s coins could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts.
If the award of coins for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations
As the number of coins awarded for solving a block in the Blockchain decreases, the incentive for miners to continue to contribute processing power to the network will transition from a set reward to transaction fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions in the Blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for the relevant coins and prevent the expansion of the network to retail merchants and commercial businesses, resulting in a reduction in the price of the relevant cryptocurrency that could adversely impact the Company’s cryptocurrency inventory and investments.
In order to incentivize miners to continue to contribute processing power to the network, the network may either formally or informally transition from a set reward to transaction fees earned upon solving for a block. This transition could be accomplished either by miners independently electing to record on the blocks they solve only those transactions that include payment of a transaction fee or by the network adopting software upgrades that require the payment of a minimum transaction fee for all transactions. If transaction fees paid for the recording of transactions in the Blockchain become too high, the marketplace may be reluctant to accept network as a means of payment and existing users may be motivated to switch between cryptocurrencies or back to fiat currency. Decreased use and demand for coins may adversely affect their value and result in a reduction in the market price of coins.
If the award of coins for solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize miners, miners may cease expending processing power to solve blocks and confirmations of transactions on the Blockchain could be slowed temporarily. A reduction in the processing power expended by miners could increase the likelihood of a malicious actor or botnet obtaining control in excess of 50 percent of the processing power active on the Blockchain, potentially permitting such actor or botnet to manipulate the Blockchain in a manner that adversely affects the Company’s mining activities.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
If the award of coins for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations. Miners ceasing operations would reduce collective processing power, which would adversely affect the confirmation process for transactions (i.e., decreasing the speed at which blocks are added to the Blockchain until the next scheduled adjustment in difficulty for block solutions) and make the network more vulnerable to a malicious actor or botnet obtaining control in excess of 50 percent of the processing power. Any reduction in confidence in the confirmation process or processing power of the network may adversely impact the Company’s mining activities, inventory of coins, and future investment strategies.
The price of coins may be affected by the sale of coins by other vehicles investing in coins or tracking cryptocurrency markets
To the extent that other vehicles investing in coins or tracking cryptocurrency markets form and come to represent a significant proportion of the demand for coins, large redemptions of the securities of those vehicles and the subsequent sale of coins by such vehicles could negatively affect cryptocurrency prices and therefore affect the value of the inventory held by the Company.
Risk related to technological obsolescence and difficulty in obtaining hardware
To remain competitive, the Company will continue to invest in hardware and equipment required for maintaining the Company’s mining activities. Should competitors introduce new services/software embodying new technologies, the Company’s hardware and equipment and its underlying technology may become obsolete and require substantial capital to replace such equipment.
The increase in interest and demand for cryptocurrencies has led to a shortage of mining hardware as individuals purchase equipment for mining at home.
Equipment will require replacement from time to time. Shortages of graphics processing units may lead to unnecessary downtime as the Company searches for replacement equipment.
General Business Risks Related to the Company
Management Experience and Dependence on Key Personnel and Employees
The Company’s success is currently largely dependent on the performance of the Company’s directors and officers. Certain members of the Company’s management team have experience in the cryptocurrency industry, while others have experience in areas including financial management, corporate finance and sales and marketing. The experience of these individuals is a factor which will contribute to the Company’s continued success and growth. The Company will initially be relying on the Company’s board members, as well as independent consultants, for certain aspects of the Company’s business. The amount of time and expertise expended on the Company’s affairs by each of the Company’s management team and the Company’s directors will vary according to the Company’s needs. The Company does not intend to acquire any key man insurance policies and there is, therefore, a risk that the death or departure of any member of management, the Company’s board, or any key employee or consultant, could have a material adverse effect on the Company’s future. Investors who are not prepared to rely on the Company’s management team should not invest in the Company’s securities.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
Uncertainty of Additional Funding
Further acquisitions of additional cryptocurrency mining rigs will require additional capital and the Company will require funds to continue to operate as a public company. There is no assurance that the Company will be successful in obtaining any required financing(s) or that such financing(s) will be available on terms acceptable to the Company. Any future financing(s) may also be dilutive to the Company’s existing shareholders at that time.
Negative Cash Flow
The Company’s operations will be those of HashChain, which has a limited history of operations. HashChain has had negative operating cash flow since HashChain’s inception, and the Company will continue to have negative operating cash flow for the foreseeable future. No assurance can be given that the Company will ever attain positive cash flow or profitability additional or that additional funding will be available for operations.
Uninsured or Uninsurable Risks
The Company intends to insure its operations in accordance with technology industry practice. However, given the novelty of cryptocurrency mining and associated businesses, such insurance may not be available, uneconomical for the Company, or the nature or level may be insufficient to provide adequate insurance cover. The Company may become subject to liability for hazards against which the Company cannot insure or against which the Company may elect not to insure because of high premium costs or for other reasons. The payment of any such liabilities would reduce or eliminate the funds available for operations. Payments of liabilities for which the Company does not carry insurance may have a material adverse effect on the Company’s financial position.
Dividend Risk
The Company does not anticipate paying dividends in the near future. The Company expects to retain earnings to finance further growth and, where appropriate, retire debt.
Share Price Volatility Risk
The Company has applied to list on the TSXV the Company Subordinate Voting Shares. In the event of such listing, external factors outside of the Company’s control, such as announcements of quarterly variations in operating results, revenues and costs, and sentiments toward stocks, may have a significant impact on the market price of the Company Subordinate Voting Shares. Global stock markets, including the TSXV, have experienced extreme price and volume fluctuations from time to time. There can be no assurance that an active or liquid market will develop or be sustained for the Company Subordinate Voting Shares.
Costs of Being a Publicly Traded Company
As the Company will have publicly-traded securities, significant legal, accounting and filing fees will continue to be incurred. Securities legislation and the rules and policies of the TSXV require publicly listed companies to, among other things, adopt corporate governance policies and related practices and to continuously prepare and disclose material information, all of which carry significant legal, financial and securities regulatory compliance costs.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
Conflicts of Interest
Certain of the Company’s directors and officers are, and may continue to be, involved in the cryptocurrency industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of the Company. Situations may arise in connection with potential acquisitions or opportunities where the other interests of these directors and officers may conflict with the Company’s interests. Directors and officers of the Company with conflicts of interest will be subject to and must follow the procedures set out in applicable corporate and securities legislation, regulations, rules and policies. Notwithstanding this, there may be corporate opportunities which the Company is not able to procure due to a conflict of interest of one or more of the Company’s directors or officers.
Tax Risk
The Company will be subject to various taxes including, but not limited to the following: Canadian income tax; goods and services tax; provincial sales tax; land transfer tax; and payroll tax. The Company tax filings will be subject to audit by various taxation authorities. While the Company intends to base its tax filings and compliance on the advice of its tax advisors, there can be no assurance that its tax filing positions will never be challenged by a relevant taxation authority resulting in a greater than anticipated tax liability
Subsequent Events
COVID-19
Commencing in March 2020 and continuing into the second quarter of 2020, the outbreak of the novel strain of coronavirus known as “COVID-19” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 pandemic is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.
Bitcoin Halving
As described in the section titled “Risks Factors” on page 15 of this MD&A, the BTC block reward decreased from 12.5 to 6.25 BTC per block in May 2020.
As of the date of this MD&A, the Company’s management has not observed market normalization to pre- halving profitability levels and the future financial impact cannot be estimated.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For
the Three Months Ended March 31, 2020
Discussion dated: July 13, 2020
Cautionary Note Regarding Forward-Looking Information
This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward- looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements. In particular, this MD&A contains forward-looking statements pertaining to the following:
● | the impact of the ongoing novel coronavirus disease outbreak (COVID-19) on the business, operations, financial results and prospects of the Company; the impact of the Bitcoin Halving in May 2020 on the price of BTC and the normalization after the Bitcoin Halving to pre-Bitcoin Halving profitability levels; | |
● | future debt levels, financial capacity, liquidity and capital resources; | |
● | anticipated future sources of funds to meet working capital requirements; | |
● | future capital expenditures and contractual commitments; | |
● | expectations respecting future financial results; | |
● | expectations regarding benefits of certain transactions and capital investments; | |
● | the Company’s objectives, strategies and competitive strengths; | |
● | future development activities; | |
● | the Company’s growth strategy; | |
● | expectations with respect to future opportunities; | |
● | expectations with respect to the Company’s financial position; | |
● | the Company’s capital expenditure programs and future capital requirements; | |
● | capital resources and the Company’s ability to raise capital; and | |
● | industry conditions pertaining to the cryptocurrency industry; | |
● | the other factors discussed under “Risk Factors”. |
This list of factors should not be construed as exhaustive.
Additional Information
Additional information concerning the Company is available on SEDAR at www.sedar.com.
P a g e | 23
Exhibit 99.24
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Cindy Davis, Chief Financial Officer of Digihost Technology Inc., certify the following:
1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Digihost Technology Inc. (the “issuer”) for the interim period three months ended March 31, 2020. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: July 15, 2020 | |
“Cindy Davis” | |
Cindy Davis | |
Chief Financial Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 99.25
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Michel Amar, Chief Executive Officer of Digihost Technology Inc., certify the following:
1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Digihost Technology Inc. (the “issuer”) for the interim period three months ended March 31, 2020. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: July 15, 2020
“Michel Amar” | |
Michel Amar | |
Chief Executive Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 99.26
Digihost Announces Filing of First Quarter Filings and Provides Update on PPE Distribution
Vancouver, BC – July 15, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI) announces that further to its news release of May 27, 2020, the Company has filed its quarterly financial statements and accompanying management’s discussion and analysis, and related CEO and CFO certifications for the three months ended March 31, 2020 (collectively, the “Quarterly Filings”). Readers should refer to the July 15, 2020 Management’s Discussion and Analysis , and the consolidated interim financial statements for complete information, which are available on SEDAR at www.sedar.com.
The Company continues to focus on its cryptocurrency mining operations and on improving its gross profit by focusing on improving the efficiency of its digital currency mining. The Company is evaluating its options to lower electricity costs of its operations and continues to evaluate opportunities for expansion and diversification into other cryptocurrency related businesses.
Update on PPE Distribution
Further to its news release of April 16, 2020, the Company wishes to provide an update on its operations with regards to personal protective equipment (“PPE”). The Company has entered into a distribution agreement for FDA approved masks for sale to customers in North America. After review of current market conditions and demand, at this time it is not the Company’s intention to engage in manufacturing PPE. The Company will continue to import and distribute PPE as dictated by demand and as opportunities present themselves. To date, the Company has imported 210,000 units of PPE for distribution and revenue from the PPE business is immaterial to the Company.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth oriented blockchain company. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under a five-year lease and an option to lease additional facility space totalling 240,000 square feet after 3 years. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
Additional Information
For further information, please contact:
Digihost International, Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
T: 917-242-6549
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
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Exhibit 99.27
DIGIHOST PROVIDES CORPORATE UPDATE ON BITCOIN MINING CAPACITY
Vancouver, BC – August 19, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCPK: HSSHF) is pleased to report that it is prepared to expand its total Bitcoin mining capacity to 164.44 Petahash per second (“P/H’s”), making it one of the largest publicly listed Bitcoin miners in North America. The Company currently has installed miners mining at 141 P/H’s, and expects to bring on-line its other uninstalled mining equipment, representing an additional 23.44 P/H’s in the coming months for a total mining capacity of 164.44 P/H’s. NASDAQ listed Bitcoin miner, Marathon Patent Group, Inc., reported on July 29, 2020 a total mining capacity of 294 P/H’s with a market capitalization of approximately US$110 million at the close of market on August 14, 2020 representing a market capitalization per P/H’s of approximately US$374,150. In comparison, Digihost had a market capitalization of approximately US$5.5 million at the close of market on August 14, 2020 representing a market capitalization per P/H’s of approximately US$33,450.
Currently Digihost holds 80 Bitcoin in its inventory from mining, which at the current approximate Bitcoin price of C$15,851 per Bitcoin values the Bitcoin at approximately C$1,268,080. The strategy has been to hold Bitcoin in order to gain any potential appreciation in value of the Bitcoin held.
Bitcoin has experienced a recent increase in price which may be representative of the increased volatility of the global financial markets, as well as the recent Bitcoin halving event on May 11, 2020. A Bitcoin halving event is when the Bitcoin rewards for each block in the chain mined is cut in half, which also cuts in half the rate at which new Bitcoins enter circulation making Bitcoin scarcer. This event occurs every 4 years. After the first halving event, the Bitcoin block reward was 25, then 12.5, and on May 11th, 2020 was halved again to 6.25 Bitcoins per block.
In the past, Bitcoin halvings have correlated with massive surges in Bitcoin's price. The first halving in November of 2012 saw an increase in Bitcoin prices from approximately US$12 per Bitcoin to nearly US$1,150 per Bitcoin within a year of the halving.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., with a 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. Currently the Company has mining capacity of164.44 P/H’s.
Additional Information
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
T: 917-242-6549
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company, as well as the Company’ ability to successfully mine digital currency, revenue increasing as currently anticipated, the ability to profitably liquidate current and future digital currency inventory, volatility of network difficulty and digital currency prices and the resulting significant negative impact on the Company’s operations, and the regulatory environment of cryptocurrency in the applicable jurisdictions..
Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Such factors include, among others, risks relating to future capital needs and uncertainty of additional financing; the competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the need for continued technology change; protection of proprietary rights; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration; and volatile securities markets impacting security pricing unrelated to operating performance. In addition, particular factors which could impact future results of the business of the Company include but are not limited to: the effects on the Company of the Covid-19 crisis; ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices; an increase in network difficulty; the Company may not achieve operating hash rate, power utilization, efficiencies or profitability as currently anticipated, or at all; the volatility of digital currency prices; the anticipated growth and sustainability of electricity for the purposes of cryptocurrency mining in the State of New York, the ability to complete current and future financings, any regulations or laws that will prevent the Company from operating its business; historical prices of digital currencies; and the ability to mine digital currencies that will be consistent with historical prices. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.28
DIGIHOST TECHNOLOGY INC.
CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2020
(EXPRESSED IN UNITED STATES DOLLARS)
(UNAUDITED)
Notice to Reader
The accompanying unaudited condensed interim consolidated financial statements of Digihost Technology Inc. (the “Company”) have been prepared by and are the responsibility of management. The unaudited condensed interim consolidated financial statements have not been reviewed by the Company’s auditors.
Digihost Technology Inc.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars) (Unaudited)
As at
2020 |
As at
2019 |
|||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 95,182 | $ | 152,154 | ||||
Cash held in trust | - | 1,151,783 | ||||||
Amounts receivable and prepaid expenses (note 4) | 875,974 | 161,919 | ||||||
Loan receivable (notes 10 and 14) | - | 2,431,655 | ||||||
Digital currencies (note 5) | 1,494,966 | - | ||||||
Total current assets | 2,466,122 | 3,897,511 | ||||||
Property, plant and equipment (note 6) | 7,098,572 | - | ||||||
Right of use assets (note 7) | 794,866 | - | ||||||
Goodwill (note 3) | 4,442,861 | - | ||||||
Total assets | $ | 14,802,421 | $ | 3,897,511 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY) | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued liabilities (note 9) | $ | 231,238 | $ | 68,458 | ||||
Lease liabilities (note 8) | 135,544 | - | ||||||
Loan payable (notes 10 and 16) | 893,311 | - | ||||||
Subscription liability (note 12) | - | 4,103,766 | ||||||
Total current liabilities | 1,260,093 | 4,172,224 | ||||||
Lease liabilities (note 8) | 671,995 | - | ||||||
Warrant liability (note 11) | 1,623 | - | ||||||
Total liabilities | 1,933,711 | 4,172,224 | ||||||
Shareholders’ equity (deficiency) | ||||||||
Share capital (note 12) | 14,294,588 | 20 | ||||||
Reserves | 908,206 | - | ||||||
Deficit | (2,334,084 | ) | (274,733 | ) | ||||
Total shareholders’ equity (deficiency) | 12,868,710 | (274,713 | ) | |||||
Total liabilities and shareholders’ equity (deficiency) | $ | 14,802,421 | $ | 3,897,511 |
Nature of operations and going concern (note 1)
Other events (note 15)
Subsequent event (note 16)
The accompanying notes are an integral part of these financial statements.
- 1 -
Digihost Technology Inc.
Condensed Interim Consolidated Statement of Loss and Comprehensive Loss
(Expressed in United States Dollars) (Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Revenue from digital currency mining (note 5) | $ | 1,089,877 | $ | - | $ | 1,928,187 | $ | - | ||||||||
Cost of digital currency mining | ||||||||||||||||
Operating and maintenance costs | (1,023,457 | ) | - | (1,609,793 | ) | - | ||||||||||
Gross profit | 66,420 | - | 318,394 | - | ||||||||||||
Revaluation of digital currency (note 5) | 228,894 | - | 91,880 | - | ||||||||||||
Gain on sale of digital currency (note 5) | (13,432 | ) | - | 15,158 | - | |||||||||||
Gain on sale of masks | 44,068 | - | 44,068 | - | ||||||||||||
Insurance proceeds | 109,900 | - | 109,900 | - | ||||||||||||
Expenses |
||||||||||||||||
Accretion | (21,280 | ) | - | (28,731 | ) | - | ||||||||||
Office and administrative expenses | 23,010 | - | (116 | ) | - | |||||||||||
Professional fees | (36,583 | ) | (120,399 | ) | (238,542 | ) | (123,392 | ) | ||||||||
Depreciation | (1,089,870 | ) | - | (1,453,160 | ) | - | ||||||||||
Regulatory fees | (2,732 | ) | - | (51,771 | ) | - | ||||||||||
Share based compensation | (603,261 | ) | - | (908,206 | ) | - | ||||||||||
Change in fair value of warrant liability (note 11) | 1,339 | - | 41,775 | - | ||||||||||||
Net loss and comprehensive loss for the period | $ | (1,293,527 | ) | $ | (120,399 | ) | $ | (2,059,351 | ) | $ | (123,392 | ) | ||||
Basic and diluted loss per share | $ | (0.03 | ) | $ | (60,200 | ) | $ | (0.07 | ) | $ | (61,696 | ) | ||||
Weighted average number of common shares outstanding - basic and diluted | 40,073,661 | 2 | 30,165,338 | 2 |
The accompanying notes are an integral part of these financial statements.
- 2 -
Digihost Technology Inc.
Condensed Interim Consolidated Statement of Cash Flows
(Expressed in United States Dollars) (Unaudited)
Six Months Ended
June 30, |
||||||||
2020 | 2019 | |||||||
Operating activities | ||||||||
Net loss for the period | $ | (2,059,351 | ) | $ | (123,392 | ) | ||
Adjustments for: | ||||||||
Depreciation | 1,453,160 | - | ||||||
Accretion | 28,731 | - | ||||||
Shares issued for professional fees | 94,639 | - | ||||||
Share based compensation | 908,206 | - | ||||||
Change in fair value of warrant liability | (41,775 | ) | - | |||||
Non-cash working capital items: | ||||||||
Amounts receivable and prepaid expenses | (846,289 | ) | - | |||||
Digital currencies | (1,494,966 | ) | - | |||||
Accounts payable and accrued liabilities | (99,891 | ) | 63,042 | |||||
Net cash used in operating activities | (2,057,536 | ) | (60,350 | ) | ||||
Financing activities | ||||||||
Subscription proceeds | - | 1,515,000 | ||||||
Return of subscription proceeds | (39,355 | ) | - | |||||
Net funds received for loan payable | 1,002,506 | 45,891 | ||||||
Lease payments | (115,416 | ) | - | |||||
Cash from reverse takeover transaction | 1,046 | - | ||||||
Net cash used in financing activities | 848,781 | 1,560,891 | ||||||
Net change in cash | (1,208,755 | ) | 1,500,541 | |||||
Cash, beginning of period | 1,303,937 | - | ||||||
Cash, end of period | $ | 95,182 | $ | 1,500,541 | ||||
Supplemental information | ||||||||
Common shares issued to acquire property, plant and equipment | $ | 4,264,000 | $ | - |
The accompanying notes are an integral part of these financial statements.
- 3 -
Digihost Technology Inc.
Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity (Deficiency)
(Expressed in United States Dollars) (Unaudited)
Number of shares | ||||||||||||||||||||||||
Subordinate | Proportionate | Share | Contributed | Accumulated | ||||||||||||||||||||
voting shares | voting shares | capital | surplus | Deficit | Total | |||||||||||||||||||
Balance, December 31, 2018 | 2 | - | $ | 20 | $ | - | $ | (4,765 | ) | $ | (4,745 | ) | ||||||||||||
Net loss for the period | - | - | - | - | (123,392 | ) | (123,392 | ) | ||||||||||||||||
Balance, June 30, 2019 | 2 | - | 20 | - | (128,157 | ) | (128,137 | ) | ||||||||||||||||
Balance, December 31, 2019 | 2 | - | 20 | - | (274,733 | ) | (274,713 | ) | ||||||||||||||||
Issuance of Old Digihost shares for transfer of lease and property and equipment (note 7) | 164,000 | - | 4,264,000 | - | - | 4,264,000 | ||||||||||||||||||
Cancellation of founder shares (note 12(b)(ii)) | (2 | ) | - | (20 | ) | - | - | (20 | ) | |||||||||||||||
Share Exchange of HashChain shares pursuant to reverse takeover transaction (note 3) | 6,530,560 | - | 5,914,916 | - | - | 5,914,916 | ||||||||||||||||||
Cancel Old Digihost shares (note 7) | (164,000 | ) | - | - | - | - | - | |||||||||||||||||
Share exchange for 164,000 Old Digihost shares (note 7) | 29,820,000 | - | - | - | - | - | ||||||||||||||||||
Private placement (note 12(b)(i)) | 5,592,487 | - | 4,021,033 | - | - | 4,021,033 | ||||||||||||||||||
Share exchange for proportionate voting shares (note 12(b)(i)) | (1,999,997 | ) | 10,000 | - | - | - | - | |||||||||||||||||
Issuance of shares for professional services | 130,611 | - | 94,639 | - | - | 94,639 | ||||||||||||||||||
Share based compensation | - | - | - | 908,206 | - | 908,206 | ||||||||||||||||||
Net loss for the period | - | - | - | - | (2,059,351 | ) | (2,059,351 | ) | ||||||||||||||||
Balance, June 30, 2020 | 40,073,661 | 10,000 | $ | 14,294,588 | $ | 908,206 | $ | (2,334,084 | ) | $ | 12,868,710 |
The accompanying notes are an integral part of these financial statements.
- 4 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2020
(Expressed in United States Dollars) (Unaudited)
1. | Nature of operations and going concern |
The Company was incorporated in British Columbia, Canada, on February 18, 2017 as Chortle Capital Corp and subsequently changed its name to HashChain Technology Inc. on September 18, 2017, and again to Digihost Technology Inc. on February 14, 2020. The Company is a blockchain technology company with operations in cryptocurrency mining for its own account as well as providing hosting services to cryptocurrency mining customers. The head office of the Company is located at 1001 East Delavan Avenue, Buffalo, New York, 14215.
On February 14, 2020, the Company completed a reverse takeover transaction (the “RTO Transaction”) between Digihost International, Inc. (“Old Digihost”) and HashChain Technology Inc. (“HashChain”). In connection with completion of the RTO Transaction, HashChain has changed its name to “Digihost Technology Inc.” (note 3). Digihost carried on the business of Hashchain as a Tier 2 technology issuer and the Digihost subordinate voting shares were listed for trading on the TSX Venture Exchange (“TSXV”) on February 20, 2020.
These unaudited interim consolidated financial statements of the Company were reviewed, approved and authorized for issue by the Board of Directors on August 28, 2020.
The unaudited interim consolidated financial statements have been prepared using International Financial Reporting Standards (“IFRS”) applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern. It would, in this situation, be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying financial statements. Such adjustments could be material.
As at June 30, 2020, the Company had an accumulated deficit of $2,334,084 (December 31, 2019 - $274,733). Net comprehensive loss for the six months ended June 30, 2020 was $2,059,351 (year ended December 31, 2019 - $269,968). The Company had a working capital of $1,206,029 as at June 30, 2020 (December 31, 2019 - deficiency of $274,713). These conditions raise material uncertainties which may cast significant doubt as to whether the Company will be able to continue as a going concern.
These unaudited interim consolidated financial statements have been prepared on a going concern basis, which presumes realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern, namely its ability to generate sufficient cash resources to meet its obligations for at least twelve months from the end of the reporting period, is dependent upon its ability to arrange future financing, which is largely dependent upon prevailing capital market conditions, continued support of its shareholder base and achieving positive cash flows from operations. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business. Such adjustments could be material.
2. | Significant accounting policies |
Statement of compliance
The Company applies IFRS as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the IFRS Interpretations Committee. These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements.
The policies applied in these unaudited interim consolidated financial statements are based on IFRS issued and outstanding as of August 28, 2020, the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited interim consolidated financial statements as compared with the most recent annual financial statements as at and for the year ended December 31, 2019. Any subsequent changes to IFRS that are given effect in the Company’s annual financial statements for the year ending December 31, 2020 could result in restatement of these unaudited interim consolidated financial statements.
- 5 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
New accounting policies
(a) | Revenue recognition |
The Company recognizes revenue from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Revenue is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. A coin is considered earned on the completion and addition of a block to the blockchain, at which time the economic benefit is received and can be reliably measured. The coins are recorded on the statement of financial position as digital currencies at their fair value and re-measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins are included in profit or loss.
(b) | Property, plant and equipment |
Details as to the Company’s policies for property, plant and equipment are as follows:
Asset | Measurement Basis | Amortization Method |
Amortization Rate |
|||
Data miners | Cost | Straight-line | 12 - 36 months | |||
Equipment | Cost | Straight-line | 36 months | |||
Leasehold improvement | Cost | Straight-line | 36 months |
Property, plant and equipment are recorded at cost less accumulated depreciation. Cost includes all expenditures incurred to bring assets to the location and condition necessary for them to be operated in the manner intended by management.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any replaced parts is derecognized. All other repairs and maintenance are charged to profit or loss during the fiscal period in which they are incurred.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.
(c) | Digital currencies |
Digital currencies consist of cryptocurrency denominated assets (note 5) and are included in current assets. Digital currencies are carried at their fair value and adjusted at each reporting date for revaluation gains and losses through the statement of profit or loss.
- 6 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
New accounting policies (continued)
(d) | Impairment of non-financial assets |
The Company reviews the carrying amounts of its non-financial assets, including equipment, when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. Assets carried at fair value, such as digital currencies, are excluded from impairment analysis.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized.
(e) | Warrants |
Warrants issued in the functional currency of the Company are classified as equity. Warrants issued in a currency that is not the functional currency of the Company are classified as a warrant liability (note 11).
Warrants classified as equity and issued in conjunction with common shares as part of a private placement unit offering are allocated a portion of the gross proceeds based on their relative fair value determined using a Black-Scholes valuation model. Warrants issued as payment for services, where the fair value of such services is not readily determinable, are valued using a Black-Scholes valuation model as at the date the warrants are issued.
(f) | Share-based compensation |
The granting of stock options to employees, officers, directors or consultants of the Company requires the recognition of share-based compensation expense with a corresponding increase in contributed surplus in shareholders’ equity. The fair value of stock options that vest immediately are recorded as share-based compensation expense at the date of the grant. The expense for stock options that vest over time is recorded over the vesting period using the graded method, which incorporates management’s estimate of the stock options that are not expected to vest. For stock options where vesting is subject to the completion of performance milestones, the estimate for completion of the milestone is reviewed at each reporting date for any change in the estimated vesting date, and to the extent there is a material change in the vesting date estimate, the amortization to be recognized is recalculated for the new timeline estimate and adjusted on a prospective basis in the current period. The effect of a change in the number of stock options expected to vest is a change in an estimate and the cumulative effect of the change is recognized in the period when the change occurs. On exercise of an stock option, the consideration received and the estimated fair value previously recorded in contributed surplus is recorded as an increase in share capital.
Stock options awarded to consultants are measured based on the fair value of the goods and services received unless that fair value cannot be estimated reliably. If the fair value of the goods and services cannot be reliably measured, then the fair value of the equity instruments granted is used to recognize the expense.
- 7 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
New accounting policies (continued)
(g) | Leases and right-of-use assets |
In January 2016, the IASB issued IFRS 16 - Leases (“IFRS 16”), replacing IAS 17 - Leases. IFRS 16 provides a single lessee accounting model and requires the lessee to recognize assets and liabilities for all leases on its statement of financial position, providing the reader with greater transparency of an entity’s lease obligations.
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:
° | Leases of low value assets; and |
° | Leases with a duration of twelve months or less. |
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by the incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
° | Amounts expected to be payable under any residual value guarantee; |
° | The exercise price of any purchase option granted if it is reasonable certain to assess that option; |
° | Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. |
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
° | Lease payments made at or before commencement of the lease; |
° | Initial direct costs incurred; and |
° | The amount of any provision recognised where the Company is contractually required to dismantle, remove or restore the leased asset. |
Lease liabilities, on initial measurement, increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made.
Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if this is judged to be shorter than the lease term.
When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.
- 8 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
Critical accounting judgements, estimates and assumption
The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Significant judgements
(i) | Income from digital currency mining |
The Company recognizes income from digital currency mining from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. The coins are recorded on the statement of financial position, as digital currencies, at their fair value less costs to sell and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit or loss in accordance with the Company’s treatment of its digital currencies as a traded commodity.
There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining and strategic selling of digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of income from digital currency mining for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations, including the stage of completion being the completion and addition of a block to a blockchain and the reliability of the measurement of the digital currency received.
(ii) | Business combination |
Management uses judgement to determines whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.
The Company completed the RTO Transaction in February 2020 (note 3) and concluded that the entity acquired did qualify as a business combination under IFRS 3, “Business Combinations”, as significant processes were acquired. Accordingly, the RTO Transaction has been accounted for as a business combination.
(iii) | Going concern |
The assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements as discussed in note 1.
- 9 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
Critical accounting judgements, estimates and assumption (continued)
Significant judgements (continued)
(iv) | Valuation of amounts receivable |
Assessing the collectibility of amounts receivable and appropriateness of any bad debt reserve requires management judgment.
(v) | Impairment of goodwill |
Goodwill is tested for impairment if there is an indicator of impairment and annually for all CGUs with goodwill. The Company considers both external and internal sources of information for indications that goodwill is impaired. External sources of information we consider include changes in the market and economic and legal environment in which the CGU operates that are not within its control and affect the recoverable amount of goodwill. Internal sources of information considered include the strategic plans for the Company including estimates of revenue and other indications of economic performance of the assets.
(vi) | Impairment of property, plant and equipment |
Management considers both external and internal sources of information in assessing whether there are any indications that the Company’s property, plant and equipment are impaired. External sources of information management considers include changes in the market, economic and legal environments in which the Company operates that are not within its control and that affect the recoverable amount of its property, plant and equipment. Internal sources of information that management considers include the manner in which property and equipment are being used or are expected to be used and indications of economic performance of the assets.
(vii) | Leases – incremental borrowing rate |
Judgment is applied when determining the incremental borrowing rate used to measure the lease liability of each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest rate the Company would pay to borrow at a similar term and with similar security.
(viii) | Income, value added, withholding and other taxes |
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
- 10 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
Critical accounting judgements, estimates and assumption (continued)
Significant estimates
(i) | Determination of asset and liability fair values and allocation of purchase consideration |
Significant business combinations require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date of assets acquired requires management to make certain judgements and estimates about future events, including but not limited to availability of hardware and expertise, future production opportunities, future digital currency prices and future operating costs.
(ii) | Useful lives of property, plant and equipment |
Depreciation of data centre equipment and cloud mining rights are an estimate of its expected life. In order to determine the useful life of computing equipment, assumptions are required about a range of computing industry market and economic factors, including required hashrates, technological changes, availability of hardware and other inputs, and production costs.
(iii) | Digital currency valuation |
Digital currencies consist of cryptocurrency denominated assets (note 5) and are included in current assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position.
(iv) | Warrant liability |
The Company has issued warrants with an exercise price denominated in a currency other than the Company’s functional currency resulting in their classification as derivative liabilities. The Company measures the value of the warrant liability by reference to the fair value of the common shares underlying the warrants. Estimating the fair value for these warrants is determined using a currency translated option valuation model. This requires management to determine the most appropriate inputs to the valuation model including the estimated life of the warrants, estimated common share price volatility, expected dividend yield, and the risk free interest rate.
(v) | Share-based compensation |
The fair value of share-based compensation is determined using a Black-Scholes option-pricing model, which incorporates management’s estimates of the risk free interest rate, the expected dividend yield, the estimated common share price volatility, the estimated option life, and the forfeiture rate as applicable to each award. Prior to fiscal 2017, options were awarded with vesting based on service conditions, however, during the year, the Company awarded share options with vesting based on the achievement of performance conditions. The timing of completion of these performance conditions is uncertain as these conditions are based on the achievement of operational milestones. Accordingly, management is required to make an estimate of the dates for completion of such milestones. These estimates are reviewed at each reporting date for any change in the estimated vesting dates, and to the extent there is a material change in the vesting date estimates, the amortization to be recognized is recalculated for the new timeline estimates and adjusted on a prospective basis.
- 11 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2020
(Expressed in United States Dollars) (Unaudited)
3. | Reverse takeover |
On February 14, 2020, the Company completed a RTO Transaction between Old Digihost and HashChain. In connection with completion of the RTO Transaction, all the issued and outstanding 6,530,560 Hashchain common shares were exchanged for 6,530,560 Digihost subordinate voting shares and all the 5,756,487 Old Digihost common shares were exchanged for 33,412,490 Digihost subordinate voting shares and 10,000 Digihost proportionate voting shares. In substance, the transaction involves Old Digihost shareholders obtaining control of the Company; accordingly, the transaction is considered to be a reverse acquisition transaction under which Old Digihost is identified as the accounting acquirer.
The acquisition of Hashchain is considered to be a business combination. Pursuant to the business combination transactions, the asset acquired from the acquisition is to be recorded at their estimated fair values in accordance with IFRS 3. The allocation of the purchase consideration is as follows:
Consideration | ||||
Common shares issued pursuant to share exchange agreement | $ | 5,914,916 | ||
Net assets acquired | ||||
Cash | $ | 1,046 | ||
Amounts receivable | 29,685 | |||
Property, plant and equipment | 1,865,914 | |||
Accounts payable and other payables | (424,590 | ) | ||
Goodwill acquired | 4,442,861 | |||
$ | 5,914,916 |
4. | Amounts receivable and prepaid expenses |
As at
2020 |
As at
2019 |
|||||||
Prepaid utilities | $ | 785,594 | $ | - | ||||
Prepaid insurance | 62,657 | - | ||||||
Amount receivable from Hashchain Technology Inc. | - | 161,919 | ||||||
Sales tax receivable | 27,723 | - | ||||||
$ | 875,974 | $ | 161,919 |
- 12 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2020
(Expressed in United States Dollars) (Unaudited)
5. | Digital currencies |
As at June 30, 2020, the Company’s digital currencies have a fair value of $1,494,966 (December 31, 2019 - $nil). Digital currencies are recorded at fair value on the date they are received as income from digital currency mining, and are revalued to their current market value less cost to sell at each reporting date.
The Company’s holdings of digital currencies consist of the following:
As at
2020 |
As at
2019 |
|||||||
Bitcoin | $ | 1,494,966 | $ | - |
The continuity of digital currency was as follows:
Six Months
2020 |
Six Months
2019 |
|||||||
Balance, beginning of period | $ | - | $ | - | ||||
Digital currency mined | 1,928,187 | - | ||||||
Digital currency sold | (525,101 | ) | - | |||||
Revaluation adjustment | 91,880 | - | ||||||
Balance, end of period | $ | 1,494,966 | $ | - |
During the six months ended June 30, 2020, the Company disposed of Bitcoin for proceeds totalling $540,259 (six months ended June 30, 2019 – $nil) with a cost of $525,102 (six months ended June 30, 2019 - $nil), and recorded a gain on sale of $15,158 (six months ended June 30, 2019 - $nil).
6. | Property, plant and equipment |
Mining | Leasehold | |||||||||||||||
equipment | Equipment | improvement | Total | |||||||||||||
Cost | ||||||||||||||||
Balance - March 31, 2019 and December 31, 2019 | $ | - | $ | - | $ | - | $ | - | ||||||||
Additions(1) | 2,322,460 | 961,402 | 3,302,598 | 6,586,460 | ||||||||||||
Acquired from RTO Transaction | 1,865,914 | - | - | 1,865,914 | ||||||||||||
Balance - June 30, 2020 | $ | 4,188,374 | $ | 961,402 | $ | 3,302,598 | $ | 8,452,374 | ||||||||
Accumulated depreciation | ||||||||||||||||
Balance - March 31, 2019 and December 31, 2019 | - | - | - | - | ||||||||||||
Depreciation | 880,024 | 366,956 | 106,822 | 1,353,802 | ||||||||||||
Balance - June 30, 2020 | $ | 880,024 | $ | 366,956 | $ | 106,822 | $ | 1,353,802 | ||||||||
Net carrying value | ||||||||||||||||
As at December 31, 2019 | $ | - | $ | - | $ | - | $ | - | ||||||||
As at June 30, 2020 | $ | 3,308,350 | $ | 594,446 | $ | 3,195,776 | $ | 7,098,572 |
(1) | In February 2020, $2,322,460 of this amount was settled through the transfer of digital mining equipment from Nyam, LLC to Digihost concurrent with the transfer and assignment of the lease as described in note 7. |
- 13 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2020
(Expressed in United States Dollars) (Unaudited)
7. | Right-of-use assets |
Six Months
Ended June 30, |
Year Ended
December 31, |
|||||||
2020 | 2019 | |||||||
Balance, beginning of period | $ | - | $ | - | ||||
Additions | 894,224 | - | ||||||
Depreciation | (99,358 | ) | - | |||||
Balance, end of period | $ | 794,866 | $ | - |
Rights-of-use asset is depreciated over a 3 year term. Refer to note 8 for further details.
8. | Lease liabilities |
On February 14, 2020, BIT Management, LLC, Nyam, LLC and BIT Mining International, LLC (collectively the “Sellers”, all companies controlled by the CEO of Digihost) and Digihost completed an agreement for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment, the transfer of the lease of the 1001 East Delavan facility and transfer of a power contract for the supply of electricity at the facility. As consideration and immediately prior to the closing of the RTO Transaction with HashChain, Digihost issued 104,000 common shares of Old Digihost for an aggregate value of $2,704,000.
On February 14, 2020, BIT Mining International LLC and Digihost completed an agreement for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment located at a leased facility at 1001 East Delavan facility. As consideration and immediately prior to the closing of the RTO Transaction, Digihost issued 60,000 common shares of Digihost for an aggregate value of $1,560,000.
Pursuant to the RTO Transaction, holders of the Old Digihost shares received approximately 181.83 Digihost subordinate voting shares in exchange for each Old Digihost shares. Accordingly, the 164,000 Old Digihost shares were exchanged for 29,820,000 post RTO Digihost subordinate voting shares.
The continuity of the lease liabilities are presented in the table below:
Six Months
Ended June 30, |
Year Ended
December 31, |
|||||||
2020 | 2019 | |||||||
Balance, beginning of period | $ | - | $ | - | ||||
Additions | 894,224 | - | ||||||
Interest expense | 28,731 | - | ||||||
Lease payments | (115,416 | ) | - | |||||
Balance, end of period | $ | 807,539 | $ | - |
The lease liabilities are classified as follows:
As at | As at | |||||||
June 30, | December 31, | |||||||
2020 | 2019 | |||||||
Current portion | $ | 135,544 | $ | - | ||||
Non-current portion | 671,995 | - | ||||||
Total lease liabilities | $ | 807,539 | $ | - |
- 14 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2020
(Expressed in United States Dollars) (Unaudited)
8. | Lease liabilities (continued) |
Maturity analysis - contractual undiscounted cash flows
As at June 30, 2020 | ||||
Less than one year | $ | 172,255 | ||
One to five years | 699,388 | |||
Total undiscounted lease obligations | $ | 871,643 |
9. | Accounts payable and accrued liabilities |
As at
2020 |
As at
2019 |
|||||||
Accounts payable | $ | 221,864 | $ | 62,683 | ||||
Audit accrual | 3,669 | 5,775 | ||||||
Legal accrual | 5,705 | - | ||||||
$ | 231,238 | $ | 68,458 |
10. | Loan payable |
In May 2020, the Company received a loan of $393,333, from an arms length party, at an interest rate of 8% per annum with a maturity date of August 4, 2020. The loan is secured by bitcoin equivalent to 120% of the value of the loan. Where the market value of the collateral has dropped to less than 110% of the loan, the Company is required to provide additional bitcoin to correct deficiency. Where the market value of the collateral exceeds 120% of the loan, the lender will return the excess collateral to the Company. Subsequent to June 30, 2020, the loan was amended to allow for a month to month extension of the loan at the discretion of both the lender and the Company (note 16).
In June 2020, the Company received a loan of $285,750, from an arms length party, at an interest rate of 6.5% per annum with a maturity date of December 1, 2020. The loan is secured by bitcoin equivalent to 80% of the value of the loan. Where the market value of the collateral has dropped to less than 80% of the loan, the Company is required to provide additional bitcoin to correct deficiency. Where the market value of the collateral exceeds 120% of the loan, the lender will return the excess collateral to the Company.
As at June 30, 2020, the total loan payable owed to this lender was $679,083.
Loan receivable (payable) from related party
During the six months ended June 30, 2020, Nyam, LLC, a company controlled by the Chief Executive Officer (“CEO”) of Digihost received an additional loan of $323,423 (six months ended June 30, 2019 - $45,891). These amounts are non-interest bearing and unsecured. In February 2020, $2,322,460 of this amount was settled through the transfer of digital mining equipment from Nyam, LLC to Digihost concurrent with the transfer and assignment of the lease as described in note 7. As at June 30, 2020, the loan payable to Nyam, LLC was $214,228 (December 31, 2019 - loan receivable $2,431,655).
- 15 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2020
(Expressed in United States Dollars) (Unaudited)
11. | Warrant liability |
In February 2020, the Company completed a private placement financing consisting of one common share and one warrant to purchase a common share. The exercise price of the warrant is CAD$1.75. Under IFRS, warrants issued with an exercise price denominated in a foreign currency are considered financial derivative instruments and the prescribed accounting treatment is to classify these warrants as a current liability measured at fair value upon initial recognition. At each subsequent reporting date, the warrants are re-measured at fair value and the change in fair value is recognized through profit or loss. Upon warrant exercise, the fair value previously recognized in warrant liability is transferred from warrant liability to share capital.
As at
2020 |
As at
2019 |
|||||||
Opening balance, outstanding warrants | - | - | ||||||
Issued | 110,575 | - | ||||||
Closing balance, outstanding warrants | 110,575 | - |
Expiry date |
August 29,
2021 |
|||||||
Weighted average exercise price in CAD | $ | 1.75 | $ | - | ||||
Opening balance | $ | - | $ | - | ||||
Fair value on issuance | 43,398 | - | ||||||
Fair value adjustment at report date | (41,775 | ) | - | |||||
Closing balance | $ | 1,623 | $ | - |
A summary of the assumptions used in the valuation model for re-measuring the warrants at end of period is set out below:
As
at
2020 |
As
at
2019 |
|||||||
Share price | CAD$ | 0.160 | $ | nil | ||||
Risk-free rate | 0.25 | % | 0.00 | % | ||||
Expected dividend yield | 0 | % | 0 | % | ||||
Expected price volatility of the Corporation’s common shares | 151 | % | 0 | % | ||||
Forfeiture rate | 0 | % | 0 | % | ||||
Weighted average fair value | CAD$ | 0.020 | $ | nil |
The following table reflects the warrants issued and outstanding as of June 30, 2020:
Number of | Grant Date |
Weighted Average |
||||||||||||||
Warrants | Fair Value | Exercise | Contractual | |||||||||||||
Outstanding | Net of Costs ($) | Price (CAD) | Life (years) | Expiry Date | ||||||||||||
110,575 | 43,398 | 1.75 | 1.12 | August 14, 2021 |
- 16 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2020
(Expressed in United States Dollars) (Unaudited)
12. | Share capital |
a) | Authorized share capital |
Unlimited common shares without par value.
b) | Common shares issued |
(i) On February 14, 2020, immediately prior to completion of the RTO Transaction, the Company closed a non-brokered private placement, for aggregate gross proceeds of $4,103,766 (CAD$5,342,005) from the sale of 5,481,912 common share subscription receipts at a price of CAD$0.96, with each common share subscription receipt exchangeable for one common share of Digihost, and 110,575 unit subscription receipts at a price of CAD$1.20 per unit subscription receipt, with each unit subscription receipt exchangeable for one unit. Each unit consisted of one common share and one common share purchase warrant of Digihost. Each warrant entitles the holder thereof to acquire one common share at a price of CAD$1.75 with expiry date August 14, 2021. The proceeds were received prior to December 31, 2020 and were recorded as subscription liability.
The grant date fair value of the 110,575 warrants was estimated as $43,398 using the Black-Scholes option pricing model. The following weighted average assumptions were used: risk-free interest rate - 1.52%; expected volatility - 151% which is based on the historical volatility of comparable companies; expected dividend yield - nil; share price of CAD$0.96 and expected life - 18 months. The fair value has been recorded as a warrant liability (note 11).
In addition, immediately prior to completion of the RTO Transaction, the Company exchanged 1,999,997 common shares of Digihost owned by the CEO and director of Digihost for 10,000 proportionate voting shares.
(ii) On February 14, 2020, the Company cancelled the 2 founder shares of Old Digihost.
13. | Stock options |
The Company has a stock option plan whereby the maximum number of shares subject to the plan, in the aggregate, shall not exceed 10% of the Company’s issued and outstanding shares. The exercise price shall be no less than the discount market price as determined in accordance with TSXV policies.
The following table reflects the continuity of stock options for the periods presented below:
Number of
Stock Options |
Weighted
Exercise
|
|||||||
Balance, December 31, 2018 and June 30, 2019 | - | - | ||||||
Balance, December 31, 2019 | - | - | ||||||
Granted (i) | 1,875,000 | 0.96 | ||||||
Balance, June 30, 2020 | 1,875,000 | 0.96 |
(i) On February 14, 2020, the Company granted stock options to directors, officers and consultants of the Company to acquire an aggregate of 1,875,000 common shares. The stock options may be exercised at a price of CAD$0.96 per share and expire on February 14, 2025. The stock options vest six months after grant date.
A value of $1,206,523 was estimated for the 1,875,000 stock options on the date of grant with the following assumptions and inputs: share price of CAD$0.96; exercise price of CAD$0.96; expected dividend yield of 0%; expected volatility of 138% which is based on comparable companies; risk-free interest rate of 1.37%; and an expected average life of five years.
- 17 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2020
(Expressed in United States Dollars) (Unaudited)
13. | Stock options (continued) |
The following table reflects the stock options issued and outstanding as of June 30, 2020:
Weighted Average Remaining |
Number of |
Number of Options |
Number of | |||||||||||||||||
Expiry Date |
Exercise
Price (CAD$) |
Contractual
Life (years) |
Options
Outstanding |
Vested
(exercisable) |
Options
Unvested |
|||||||||||||||
February 14, 2025 | 0.96 | 4.63 | 1,875,000 | - | 1,875,000 |
14. | Related party transactions |
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties include key management personnel and may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions are recorded at the exchange amount, being the amount agreed to between the related parties.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and members of the Board of Directors.
Remuneration of key management personnel of the Company was as follows:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Professional fees (1) | $ | 11,258 | $ | - | $ | 20,861 | $ | - | ||||||||
Share based compensation(2) | 506,740 | - | 762,894 | - | ||||||||||||
$ | 517,998 | $ | - | $ | 783,755 | $ | - |
(1) | In September 2019, Ms. Cindy Davis was appointed Chief Financial Officer of the Company. Ms. Davis is also a senior employee of Marrelli Support Services Inc. (“Marrelli Support”). Marrelli Support also provides accounting services to the Company. As at June 30, 2020, Marrelli Support was owed $11,694 (December 31, 2019 - $2,436). |
(2) | Represents the share based compensation for officer and directors. |
See note 10.
- 18 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2020
(Expressed in United States Dollars) (Unaudited)
15. | Other events |
COVID-19
Commencing in March 2020 and continuing into the second quarter of 2020, the outbreak of the novel strain of coronavirus known as “COVID-19” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID19 pandemic is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.
Bitcoin Halving
In May 2020, the Bitcoin (“BTC”) block reward decreased from 12.5 to 6.25 BTC per block (the “Bitcoin Halving”), and consequently the number of new BTC issued to miners would be reduced to approximately 900 per day.
16. | Subsequent event |
Subsequent to June 30, 2020, the loan which was to mature on August 4, 2020 (note 10) was amended to allow for a month to month extension of the loan at the discretion of both the lender and the Company.
- 19 -
Exhibit 99.29
DIGIHOST TECHNOLOGY INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020
(EXPRESSED IN UNITED STATES DOLLARS)
DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
Introduction
The following management’s discussion & analysis (“MD&A”) of the financial condition and results of the operations of Digihost Technology Inc. (the “Company” or “Digihost”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the three and six months ended June 30, 2020. This MD&A was written to comply with the requirements of National Instrument 51-
102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the condensed interim consolidated financial statements of the Company for the three and six months ended June 30, 2020, together with the notes thereto. Results are reported in United States dollars, unless otherwise noted. The Company’s consolidated financial statements and the financial information contained in this MD&A, unless otherwise indicated, are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee. Information contained herein is presented as of August 28, 2020, unless otherwise indicated.
For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the “Board”), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Conic’s common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.
Information about the Company and its operations can be obtained from the offices of the Company or on the System for Electronic Documents Analysis and Retrieval (“SEDAR”) and is available for review under the Company's profile on the SEDAR website (www.sedar.com).
COVID-19
Since the beginning of 2020, the outbreak of the novel strain of coronavirus known as “COVID-19” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The Company’s employees, directors and consultants have fortunately not had any known cases of COVID-19. The duration and impact of the COVID-19 pandemic is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
Description of Business
The Company was incorporated in British Columbia, Canada, on February 18, 2017 as Chortle Capital Corp and subsequently changed its name to HashChain Technology Inc. on September 18, 2017, and again to Digihost Technology Inc. on February 14, 2020. The Company is a blockchain technology company with operations in cryptocurrency mining for its own account as well as providing hosting services to cryptocurrency mining customers. The head office of the Company is located at 1001 East Delavan Avenue, Buffalo, New York, 14215.
On February 14, 2020, the Company completed a reverse takeover transaction (the “RTO Transaction”) between Digihost International, Inc. ("Old Digihost") and HashChain Technology Inc. ("HashChain"). In connection with completion of the RTO Transaction, HashChain has changed its name to “Digihost Technology Inc.”. Digihost carried on the business of HashChain as a Tier 2 technology issuer and the Digihost subordinate voting shares were listed for trading on the TSX Venture Exchange ("TSXV") on February 20, 2020.
After completion of the RTO transaction, the mining operations of HashChain and Old Digihost vertically integrated to facilitate a significant reduction in the cost of mining to allow the Company to better weather future volatility in cryptocurrency prices and increased mining competition.
Company Highlights
Reverse takeover
On February 14, 2020, the Company completed a RTO Transaction between Old Digihost and HashChain. In connection with completion of the RTO Transaction, all the issued and outstanding 6,530,560 HashChain common shares were exchanged for 6,530,560 Digihost subordinate voting shares and all the 5,756,487 Old Digihost common shares were exchanged for 33,412,490 Digihost subordinate voting shares and 10,000 Digihost proportionate voting shares. In substance, the transaction involves Old Digihost shareholders obtaining control of the Company; accordingly, the transaction is considered to be a reverse acquisition transaction under which Old Digihost is identified as the accounting acquirer.
The acquisition of HashChain is considered to be a business combination. Pursuant to the business combination transactions, the assets acquired from the acquisition is to be recorded at their estimated fair values in accordance with IFRS 3. The allocation of the purchase consideration is as follows:
Consideration
Common shares issued pursuant to share exchange agreement | $ | 5,914,916 | ||
Assets acquired and liabilities assumed | ||||
Cash | 1,046 | |||
Amount receivable | 29,685 | |||
Property, plant and equipment | 1,865,914 | |||
Accounts payable and other payable | (424,590 | ) | ||
Goodwill acquired | 4,442,861 | |||
$ | 5,914,916 |
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
Private placement
On February 14, 2020, immediately prior to completion of the RTO Transaction, the Company closed a non-brokered private placement, for aggregate gross proceeds of $4,103,766 (CAD$5,342,005) from the sale of 5,481,912 common share subscription receipts at a price of CAD$0.96, with each common share subscription receipt exchangeable for one common share of Digihost, and 110,575 unit subscription receipts at a price of CAD$1.20 per unit subscription receipt, with each unit subscription receipt exchangeable for one unit. Each unit consisted of one common share and one common share purchase warrant of Digihost. Each warrant entitles the holder thereof to acquire one common share at a price of CAD$1.75 with expiry date August 14, 2021.
In addition, immediately prior to completion of the RTO Transaction, the Company exchanged 1,999,997 common shares of Digihost owned by the CEO and director of Digihost for 10,000 proportionate voting shares.
Transfer of lease and acquisition of leasehold improvements
On February 14, 2020, BIT Management, LLC, Nyam, LLC and BIT Mining International, LLC (collectively the "Sellers", all companies controlled by the CEO of Digihost) and Digihost completed an agreement for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment, the transfer of the lease of the 1001 East Delavan facility and transfer of a power contract for the supply of electricity at the facility. As consideration and immediately prior to the closing of the RTO Transaction with HashChain, Digihost issued 104,000 common shares of Old Digihost for an aggregate value of $2,704,000.
On February 14, 2020, BIT Mining International LLC and Digihost completed an agreement for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment located at a leased facility at 1001 East Delavan facility. As consideration and immediately prior to the closing of the RTO Transaction, Digihost issued 60,000 common shares of Digihost for an aggregate value of $1,560,000.
Pursuant to the RTO Transaction, holders of the Old Digihost shares received approximately 181.83 Digihost subordinate voting shares in exchange for each Old Digihost shares. Accordingly, the 164,000 Old Digihost shares were exchanged for 29,820,000 post RTO Digihost subordinate voting shares.
Constitution of Board
After the completion of the RTO Transaction, the Board was reconstituted to consist of a slate of nine (9) directors, with each of Michel Amar, Alec Amar, Jon Williams, Adam Rossman, Manish Kshatriya, Gerry Rotonda, Gerard Guez, Donald Christie and Geoffrey Browne, recommended for election.
Grant of stock options
On February 14, 2020, the Company granted stock options to directors, officers and consultants of the Company to acquire an aggregate of 1,875,000 common shares. The stock options may be exercised at a price of CAD$0.96 per share and expire on February 14, 2025. The stock options vest six months after grant date.
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
PPE Distribution
The Company has entered into a distribution agreement for FDA approved masks for sale to customers in North America. After review of current market conditions and demand, at this time it is not the Company’s intention to engage in manufacturing personal protective equipment (“PPE”). The Company will continue to import and distribute PPE as dictated by demand and as opportunities present themselves. To date, the Company has imported 100,000 units of PPE for distribution and revenue from the PPE business is immaterial to the Company.
Business Overview and Plan of Operations
Digihost is a growth oriented blockchain company. As the result of recent equipment acquisition the Company has significantly increased its hashrate from 159PH to 208PH, an increase of 31%. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under lease and an option to lease additional facility space totalling 240,000 square feet. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
Digihost plans to further reduce operating costs by operating during off-peak hours and obtaining electricity directly from generation as well as procuring hosting contracts and strategically replenishing its mining equipment to maintain efficient mining.
In the Company’s first 4 months of operation, the Company has been able to recognize an operating profit of approximately $318,000 compared to continuous operating losses recorded by HashChain in prior quarters. The Company has been able to take advantage of vertical integration and synergies to reduce costs and improve mining efficiency.
On August 19, 2020, the Company announced that it is prepared to expand its total Bitcoin mining capacity to 164.44 Petahash per second (“P/H’s”), making it one of the largest publicly listed Bitcoin miners in North America. The Company currently has installed miners mining at 141 P/H’s, and expects to bring on-line its other uninstalled mining equipment, representing an additional 23.44 P/H’s in the coming months for a total mining capacity of 164.44 P/H’s. NASDAQ listed Bitcoin miner, Marathon Patent Group, Inc., reported on July 29, 2020 a total mining capacity of 294 P/H’s with a market capitalization of approximately US$110 million at the close of market on August 14, 2020 representing a market capitalization per P/H’s of approximately US$374,150. In comparison, Digihost had a market capitalization of approximately US$5.5 million at the close of market on August 14, 2020 representing a market capitalization per P/H’s of approximately US$33,450.
Currently Digihost holds 80 Bitcoin in its inventory from mining, which at the current approximate Bitcoin price of CAD$15,851 per Bitcoin values the Bitcoin at approximately CAD$1,268,080. The strategy has been to hold Bitcoin in order to gain any potential appreciation in value of the Bitcoin held.
Bitcoin has experienced a recent increase in price which may be representative of the increased volatility of the global financial markets, as well as the recent Bitcoin halving event on May 11, 2020. A Bitcoin halving event is when the Bitcoin rewards for each block in the chain mined is cut in half, which also cuts in half the rate at which new Bitcoins enter circulation making Bitcoin scarcer. This event occurs every 4 years. After the first halving event, the Bitcoin block reward was 25, then 12.5, and on May 11th, 2020 was halved again to 6.25 Bitcoins per block.
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
In the past, Bitcoin halvings have correlated with massive surges in Bitcoin's price. The first halving in November of 2012 saw an increase in Bitcoin prices from approximately US$12 per Bitcoin to nearly US$1,150 per Bitcoin within a year of the halving.
Selected Quarterly Information
A summary of selected information for each of the eight most recent quarters prepared in accordance with IFRS is as follows:
Net Income or (Loss) | ||||||||||||||||
Three Months Ended |
Revenues
($) |
Total
($) |
Per Share -
Basic
|
Per Share -
Diluted
|
||||||||||||
2020-June 30 | 1,089,877 | (1,293,527 | ) | (0.03 | ) | (0.03 | ) | |||||||||
2020-March 31 | 838,310 | (765,824 | ) | (0.04 | ) | (0.04 | ) | |||||||||
2019-December 31 | - | (80,692 | ) | (40,346 | ) | (40,346 | ) | |||||||||
2019-September 30 | - | (65,884 | ) | (32,942 | ) | (32,942 | ) | |||||||||
2019-June 30 | - | (120,399 | ) | (61,696 | ) | (61,696 | ) | |||||||||
2019-March 31 | - | (2,993 | ) | (1,496 | ) | (1,496 | ) | |||||||||
2018-December 31 | - | (4,765 | ) | (2,382 | ) | (2,382 | ) |
Results of Operations
For the three months ended June 30, 2020 compare to the three months ended June 30, 2019
For the three months ended June 30, 2020, the Company’s net loss was $1,293,527 compared to net loss of $120,399 for the three months ended June 30, 2019. The increase in net loss of $1,173,128 is a result of the following:
● | During the three months ended June 30, 2020, the Company recognized gross profit of $66,420 from its recently acquired cryptocurrency mining operations. |
● | During the three months ended June 30, 2020, the Company recorded a revaluation gain of $228,894 on digital currency. This gain represents the movement in the fair value of digital currency held at the reporting period. |
● | During the three months ended June 30, 2020, the Company received $109,000 of insurance proceeds related to a claim made for a damaged transformer. |
● | During the three months ended June 30, 2020, depreciation expense totaled $1,089,870. Depreciation includes depreciation of property, plant and equipment as well as right of use asset. |
● | During the three months ended June 30, 2020, the Company recorded share-based compensation of $603,261. This represents the expense associated with the three months ended June 30, 2020 for the 1,875,000 stock options granted during the period. |
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
For the six months ended June 30, 2020 compare to the six months ended June 30, 2019
For the six months ended June 30, 2020, the Company’s net loss was $2,059,351 compared to net loss of $123,392 for the six months ended June 30, 2019. The increase in net loss of $1,935,959 is a result of the following:
● | During the six months ended June 30, 2020, the Company recognized gross profit of $318,394 from its recently acquired cryptocurrency mining operations. |
● | During the six months ended June 30, 2020, the Company recorded a revaluation gain of $91,880 on digital currency. This gain represents the movement in the fair value of digital currency held at the reporting period. |
● | During the six months ended June 30, 2020, the Company incurred $238,542 of professional fees compared to $123,392 for the six months ended June 30, 2019. These professional fees included legal fees, accounting fees and consulting fees associated with the RTO Takeover as well as the operations of the Company’s cryptocurrency mining operations. |
● | During the three months ended June 30, 2020, the Company received $109,000 of insurance proceeds related to a claim made for a damaged transformer. |
● | During the six months ended June 30, 2020, depreciation expense totaled $1,453,160. Depreciation includes depreciation of property, plant and equipment as well as right of use asset. |
● | During the six months ended June 30, 2020, the Company recorded share-based compensation of $908,206. This represents the expense associated with the six months ended June 30, 2020 for the 1,875,000 stock options granted during the period. |
Liquidity and Financial Position
As of June 30, 2020, the Company had working capital of $1,206,029, which includes cash of $95,182 and digital currencies of $1,494,966. The Company commenced earning revenue from digital currency mining in mid-February 2020, however it has limited history and no assurance that historical performance will be indicative of future performance.
The Company’s ability to continue as a going concern is dependent on the Company’s ability to efficiently mine and liquidate digital currencies, manage operational expenses and raise additional funds through debt or equity financing.
There is no assurance that the Company will be able to access equity funding at the times and in the amounts required to meet the Company’s obligations and fund activities. The outlook for the world economy remains uncertain and vulnerable to various events that could adversely affect the Company’s ability to raise additional funding going forward.
Cash flows
Operating Activities
Cash used in operating activities was $2,057,536 for the six months ended June 30, 2020 and resulted from operating expenses during the normal course of business, an increase in accounts payable and accrued liabilities and increases in amounts receivable and prepaid assets and digital currencies.
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
Financing Activities
Cash used in financing activities for the six months ended June 30, 2020 was $848,781. The Company made lease payments of $115,416, returned subscription receipts of $39,355 and received funds for loan payable of $1,002,506.
Loan Receivable (Payable) and Related Party Transactions
Loan receivable (payable) from related party
During the six months ended June 30, 2020, Nyam, LLC, a company controlled by the Chief Executive Officer ("CEO") of Digihost received an additional loan of $323,423 (six months ended June 30, 2019 - $45,891). These amounts are non-interest bearing and unsecured. In February 2020, $2,322,460 of this amount was settled through the transfer of digital mining equipment from Nyam, LLC to Digihost concurrent with the transfer and assignment of the lease. As at June 30, 2020, the loan payable to Nyam, LLC was $214,228 (December 31, 2019 - loan receivable $2,431,655).
Related Party Transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties include key management personnel and may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions are recorded at the exchange amount, being the amount agreed to between the related parties.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and members of the Board of Directors.
Remuneration of key management personnel of the Company was as follows:
Three Months Ended
June 30, 2020 |
Three Months Ended
June 30, 2019 |
Six Months Ended
June 30, 2020 |
Six Months Ended
June 30, 2019 |
|||||||||||||
Professional fees (1) | $ | 11,258 | $ | nil | $ | 20,861 | $ | nil | ||||||||
Share based compensation(2) | 506,740 | nil | 762,894 | nil | ||||||||||||
Total | $ | 517,998 | $ | nil | $ | 783,755 | $ | nil |
(1) In September 2019, Ms. Cindy Davis was appointed Chief Financial Officer of the Company. Ms. Davis is also a senior employee of Marrelli Support Services Inc. (“Marrelli Support”). Marrelli Support also provides accounting services to the Company. As at June 30, 2020, Marrelli Support was owed $11,694 (December 31, 2019 - $2,436).
(2) Represents the share based compensation for officer and directors.
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
Share Capital
As of the date of this MD&A, the Corporation has 40,073,661 common shares outstanding. As of the date of this MD&A, the Company 1,875,000 stock options.
Off-Balance Sheet Arrangements
As at the date of this MD&A, the Company did not have any off-balance sheet arrangements.
New accounting policies
(a) | Revenue recognition |
The Company recognizes revenue from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Revenue is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. A coin is considered earned on the completion and addition of a block to the blockchain, at which time the economic benefit is received and can be reliably measured. The coins are recorded on the statement of financial position as digital currencies at their fair value and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins are included in profit or loss.
(b) | Property, plant and equipment |
Details as to the Company’s policies for property, plant and equipment are as follows:
Asset |
Measurement
Basis |
Amortization
Method |
Amortization
Rate |
|||
Data miners | Cost | Straight-line | 12 - 36 months | |||
Equipment | Cost | Straight-line | 36 months | |||
Leasehold improvement | Cost | Straight-line | 36 months |
Property, plant and equipment are recorded at cost less accumulated depreciation. Cost includes all expenditures incurred to bring assets to the location and condition necessary for them to be operated in the manner intended by management.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any replaced parts is derecognized. All other repairs and maintenance are charged to profit or loss during the fiscal period in which they are incurred.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.
P a g e | 9
DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
(c) | Digital currencies |
Digital currencies consist of cryptocurrency denominated assets and are included in current assets. Digital currencies are carried at their fair value and adjusted at each reporting date for revaluation gains and losses through the statement of profit or loss.
(d) | Impairment of non-financial assets |
The Company reviews the carrying amounts of its non-financial assets, including equipment, when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. Assets carried at fair value, such as digital currencies, are excluded from impairment analysis.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized.
(e) | Warrants |
Warrants issued in the functional currency of the Company are classified as equity. Warrants issued in a currency that is not the functional currency of the Company are classified as a warrant liability.
Warrants classified as equity and issued in conjunction with common shares as part of a private placement unit offering are allocated a portion of the gross proceeds based on their relative fair value determined using a Black-Scholes valuation model. Warrants issued as payment for services, where the fair value of such services is not readily determinable, are valued using a Black-Scholes valuation model as at the date the warrants are issued.
(f) | Share-based compensation |
The granting of stock options to employees, officers, directors or consultants of the Company requires the recognition of share-based compensation expense with a corresponding increase in contributed surplus in shareholders’ equity. The fair value of stock options that vest immediately are recorded as share-based compensation expense at the date of the grant. The expense for stock options that vest over time is recorded over the vesting period using the graded method, which incorporates management’s estimate of the stock options that are not expected to vest. For stock options where vesting is subject to the completion of performance milestones, the estimate for completion of the milestone is reviewed at each reporting date for any change in the estimated vesting date, and to the extent there is a material change in the vesting date estimate, the amortization to be recognized is recalculated for the new timeline estimate and adjusted on a prospective basis in the current period. The effect of a change in the number of stock options expected to vest is a change in an estimate and the cumulative effect of the change is recognized in the period when the change occurs. On exercise of an stock option, the consideration received and the estimated fair value previously recorded in contributed surplus is recorded as an increase in share capital.
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
Stock options awarded to consultants are measured based on the fair value of the goods and services received unless that fair value cannot be estimated reliably. If the fair value of the goods and services cannot be reliably measured, then the fair value of the equity instruments granted is used to recognize the expense.
(g) | Leases and right-of-use assets |
In January 2016, the IASB issued IFRS 16 - Leases ("IFRS 16"), replacing IAS 17 - Leases. IFRS 16 provides a single lessee accounting model and requires the lessee to recognize assets and liabilities for all leases on its statement of financial position, providing the reader with greater transparency of an entity’s lease obligations.
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:
● | Leases of low value assets; and |
● | Leases with a duration of twelve months or less. |
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by the incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
● | Amounts expected to be payable under any residual value guarantee; |
● | The exercise price of any purchase option granted if it is reasonable certain to assess that option; |
● | Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. |
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
● | Lease payments made at or before commencement of the lease; |
● | Initial direct costs incurred; and |
● | The amount of any provision recognised where the Company is contractually required to dismantle, remove or restore the leased asset. |
Lease liabilities, on initial measurement, increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made.
Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if this is judged to be shorter than the lease term.
When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
Critical accounting judgements, estimates and assumption
The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Significant judgements
(i) | Income from digital currency mining |
The Company recognizes income from digital currency mining from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. The coins are recorded on the statement of financial position, as digital currencies, at their fair value less costs to sell and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit or loss in accordance with the Company’s treatment of its digital currencies as a traded commodity.
There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining and strategic selling of digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of income from digital currency mining for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations, including the stage of completion being the completion and addition of a block to a blockchain and the reliability of the measurement of the digital currency received.
(ii) | Business combination |
Management uses judgement to determines whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.
The Company completed the RTO Transaction in February 2020 and concluded that the entity acquired did qualify as a business combination under IFRS 3, “Business Combinations”, as significant processes were acquired. Accordingly, the RTO Transaction has been accounted for as a business combination.
(iii) | Going concern |
The assessment of the Company's ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements.
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
(iv) | Valuation of amounts receivable |
Assessing the collectibility of amounts receivable and appropriateness of any bad debt reserve requires management judgment.
(v) | Impairment of goodwill |
Goodwill is tested for impairment if there is an indicator of impairment and annually for all CGUs with goodwill. The Company considers both external and internal sources of information for indications that goodwill is impaired. External sources of information we consider include changes in the market and economic and legal environment in which the CGU operates that are not within its control and affect the recoverable amount of goodwill. Internal sources of information considered include the strategic plans for the Company including estimates of revenue and other indications of economic performance of the assets.
(vi) | Impairment of property, plant and equipment |
Management considers both external and internal sources of information in assessing whether there are any indications that the Company’s property, plant and equipment are impaired. External sources of information management considers include changes in the market, economic and legal environments in which the Company operates that are not within its control and that affect the recoverable amount of its property, plant and equipment. Internal sources of information that management considers include the manner in which property and equipment are being used or are expected to be used and indications of economic performance of the assets.
(vii) | Leases – incremental borrowing rate |
Judgment is applied when determining the incremental borrowing rate used to measure the lease liability of each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest rate the Company would pay to borrow at a similar term and with similar security.
(viii) | Income, value added, withholding and other taxes |
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
Significant estimates
(i) | Determination of asset and liability fair values and allocation of purchase consideration |
Significant business combinations require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date of assets acquired requires management to make certain judgements and estimates about future events, including but not limited to availability of hardware and expertise, future production opportunities, future digital currency prices and future operating costs.
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
(ii) | Depreciation |
Depreciation of data centre equipment and cloud mining rights are an estimate of its expected life. In order to determine the useful life of computing equipment, assumptions are required about a range of computing industry market and economic factors, including required hashrates, technological changes, availability of hardware and other inputs, and production costs.
(iii) | Digital currency valuation |
Digital currencies consist of cryptocurrency denominated assets and are included in current assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position.
(iv) | Warrant liability |
The Company has issued warrants with an exercise price denominated in a currency other than the Company’s functional currency resulting in their classification as derivative liabilities. The Company measures the value of the warrant liability by reference to the fair value of the common shares underlying the warrants. Estimating the fair value for these warrants is determined using a currency translated option valuation model. This requires management to determine the most appropriate inputs to the valuation model including the estimated life of the warrants, estimated common share price volatility, expected dividend yield, and the risk free interest rate.
(v) | Share-based compensation |
The fair value of share-based compensation is determined using a Black-Scholes option-pricing model, which incorporates management’s estimates of the risk free interest rate, the expected dividend yield, the estimated common share price volatility, the estimated option life, and the forfeiture rate as applicable to each award. Prior to fiscal 2017, options were awarded with vesting based on service conditions, however, during the year, the Company awarded share options with vesting based on the achievement of performance conditions. The timing of completion of these performance conditions is uncertain as these conditions are based on the achievement of operational milestones. Accordingly, management is required to make an estimate of the dates for completion of such milestones. These estimates are reviewed at each reporting date for any change in the estimated vesting dates, and to the extent there is a material change in the vesting date estimates, the amortization to be recognized is recalculated for the new timeline estimates and adjusted on a prospective basis.
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
Disclosure of Internal Controls
Management has established processes to provide it with sufficient knowledge to support representations that it has exercised reasonable diligence to ensure that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the financial statements, and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the periods presented.
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. In particular, the certifying officers filing such certificate are not making any representations relating to the establishment and maintenance of:
(i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
(ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with the issuer’s GAAP (IFRS). |
The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
Risk Factors
Overview
The Company faces a number of risks that are related to both the general cryptocurrency business as well as the Company’s business model. The risks and uncertainties described below are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties of which the Company is not aware or that the Company currently believes to be immaterial may also adversely affect the Company’s business, financial condition, results of operations or prospects. If any of the possible events described below occur, the Company’s business, financial condition, results of operations or prospects could be materially and adversely affected.
Risks Related to the Company’s Business
Bitcoin Halving Event Risk
In May 2020, the Bitcoin (“BTC”) block reward decreased from 12.5 to 6.25 BTC per block (the “Bitcoin Halving”), and consequently the number of new BTC issued to miners would be reduced to approximately 900 per day.
The Bitcoin Halving may have a material impact on the Company’s profitability. Given that profitability is required for self-acting agents to perform BTC mining to continue to support the validation of transactions, the expected impact of the Bitcoin Halving is that market variables of BTC price and difficulty will adjust over time to ensure that the profitability of BTC mining remains profitable. The period of market normalization after the Bitcoin Halving to incentivizing profitability levels is unknown. As a result, if BTC price and difficulty do not adjust over time to pre-Bitcoin Halving profitability levels or the period of market normalization after the Bitcoin Halving to pre-Bitcoin Halving profitability levels is too long, there is a risk that the Bitcoin Halving will render the Company unprofitable for a sustained time period such that it could be unable to continue as a going concern.
COVID-19 Pandemic Risk
In March 2020, the World Health Organization declared COVID-19 a pandemic. The global response to the pandemic is constantly evolving, including various measures implemented at the global, national, state, provincial and local levels. The major impacts that COVID-19 is expected to have on the Company include potential increases in cryptocurrency price volatility, difficulty obtaining new financing due to global economic slowdown, and delays in receiving future orders of mining hardware and parts sourced from overseas. While the Company is expected to continue operating throughout the pandemic, government-imposed restrictions encouraging social distancing may impact the number of employees permitted to work in the mining facilities. A reduction in workforce in the mining facilities may reduce the Company’s ability to maximize operational efficiency.
The Company’s cryptocurrency inventory may be exposed to cybersecurity threats and hacks
As with any other computer code, flaws in the cryptocurrency codes have been exposed by certain malicious actors. Several errors and defects have been found and corrected, including those that disabled some functionality for users and exposed users’ information. Discovery of flaws in or exploitations of the source code that allow malicious actors to take or create money have been relatively rare.
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
Regulatory changes or actions may alter the nature of an investment in the Company or restrict the use of cryptocurrencies in a manner that adversely affects the Company’s operations
As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of the Company to continue to operate. The effect of any future regulatory change on the Company or any cryptocurrency that the Company may mine is impossible to predict, but such change could be substantial and have a material adverse effect on the Company. Governments may in the future curtail or outlaw the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency companies to additional regulation. Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire, own, hold, sell, use or trade cryptocurrencies or to exchange cryptocurrencies for fiat currency. By extension, similar actions by other governments, may result in the restriction of the acquisition, ownership, holding, selling, use or trading in the Company Subordinate Voting Shares. Such a restriction could result in the Company liquidating its cryptocurrency inventory at unfavorable prices and may adversely affect the Company’s shareholders.
The value of cryptocurrencies may be subject to momentum pricing risk
Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Cryptocurrency market prices are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of cryptocurrencies, inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of the Company’s cryptocurrency inventory and thereby affect the Company’s shareholders.
Cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure
To the extent that cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, this could result in a reduction in cryptocurrency prices. Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, derivatives and other currencies. For example, during the past three years, a number of BTC exchanges have been closed due to fraud, business failure or security breaches. In many of these instances, the customers of the closed BTC exchanges were not compensated or made whole for the partial or complete losses of their account balances in such BTC exchanges. While smaller exchanges are less likely to have the infrastructure and capitalization that provide larger exchanges with additional stability, larger exchanges may be more likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information or gain access to private computer systems) and may be more likely to be targets of regulatory enforcement action.
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
Banks may not provide banking services, or may cut off banking services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment
A number of companies that provide BTC and/or other cryptocurrency-related services have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, a number of such companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to BTC and/or other cryptocurrency-related companies or companies that accept cryptocurrencies for a number of reasons, such as perceived compliance risks or costs. The difficulty that many businesses that provide BTC and/or other cryptocurrency-related services have and may continue to have in finding banks willing to provide them with bank accounts and other banking services may be currently decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies or could decrease its usefulness and harm its public perception in the future. Similarly, the usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks were to close the accounts of many or of a few key businesses providing BTC and/or other cryptocurrency-related services. This could decrease the market prices of cryptocurrencies and adversely affect the value of the Company’s cryptocurrency inventory.
The impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain
Crises may motivate large-scale purchases of cryptocurrencies which could increase the price of cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior wanes, adversely affecting the value of the Company’s cryptocurrency inventory.
As an alternative to fiat currencies that are backed by central governments, cryptocurrencies, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralised means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of BTCs either globally or locally. Large-scale sales of cryptocurrencies would result in a reduction in their market prices and adversely affect the Company’s operations and profitability.
The further development and acceptance of the cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate
The use of cryptocurrencies to, among other things, buy and sell goods and services and complete other transactions, is part of a new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing, or stopping of the development or acceptance of developing protocols may adversely affect the Company’s operations. The factors affecting the further development of the industry, include, but are not limited to:
● | Continued worldwide growth in the adoption and use of cryptocurrencies; |
● | Governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems; |
● | Changes in consumer demographics and public tastes and preferences; |
● | The maintenance and development of the open-source software protocol of the network; |
● | The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; |
● | General economic conditions and the regulatory environment relating to digital assets; and |
● | Negative consumer sentiment and perception of BTCs specifically and cryptocurrencies generally. |
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
Acceptance and/or widespread use of cryptocurrency is uncertain
Currently, there is relatively small use of BTCs and/or other cryptocurrencies in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect the Company’s operations, investment strategies, and profitability.
As relatively new products and technologies, BTC and its other cryptocurrency counterparts have not been widely adopted as a means of payment for goods and services by major retail and commercial outlets. Conversely, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short-term or long-term holding of cryptocurrencies.
The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services. A lack of expansion by cryptocurrencies into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in their market prices, either of which could adversely impact the Company’s operations, investment strategies, and profitability.
The Company may be required to sell its coins to pay for expenses
The Company may sell its coins to pay for expenses incurred, irrespective of then-current coin prices. Consequently, the Company’s coins may be sold at a time when the price is low, resulting in a negative effect on the Company’s profitability.
The Company’s operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in cryptocurrencies
The Company competes with other users and/or companies that are mining cryptocurrencies and other potential financial vehicles, possibly including securities backed by or linked to cryptocurrencies through entities similar to the Company. Market and financial conditions, and other conditions beyond the Company’s control, may make it more attractive to invest in other financial vehicles, or to invest in cryptocurrencies directly which could limit the market for the Company’s shares and reduce their liquidity.
The Company’s coins may be subject to loss, theft or restriction on access
There is a risk that some or all of the Company’s coins could be lost or stolen. Access to the Company’s coins could also be restricted by cybercrime (such as a denial of service attack) against a service at which the Company maintains a hosted online wallet. Any of these events may adversely affect the operations of the Company and, consequently, its investments and profitability.
The loss or destruction of a private key required to access the Company’s digital wallets may be irreversible. The Company’s loss of access to its private keys or its experience of a data loss relating to the Company’s digital wallets could adversely affect its investments.
Cryptocurrencies are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the network’s public Blockchain. The Company will publish the public key relating to digital wallets in use when it verifies the receipt of cryptocurrency transfers and disseminates such information into the network, but it will need to safeguard the private keys relating to such digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, the Company will be unable to access its coins and such private keys will not be capable of being restored by network. Any loss of private keys relating to digital wallets used to store the Company’s cryptocurrency could adversely affect its investments and profitability.
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
Incorrect or fraudulent coin transactions may be irreversible
Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred coins may be irretrievable. As a result, any incorrectly executed or fraudulent coin transactions could adversely affect the Company’s investments.
Coin transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction. In theory, cryptocurrency transactions may be reversible with the control or consent of a majority of processing power on the network. Once a transaction has been verified and recorded in a block that is added to the Blockchain, an incorrect transfer of a coin or a theft of coin generally will not be reversible and the Company may not be capable of seeking compensation for any such transfer or theft. Although the Company’s transfers of coins will regularly be made by experienced members of the management team, it is possible that, through computer or human error, or through theft or criminal action, the Company’s coins could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts.
If the award of coins for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations
As the number of coins awarded for solving a block in the Blockchain decreases, the incentive for miners to continue to contribute processing power to the network will transition from a set reward to transaction fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions in the Blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for the relevant coins and prevent the expansion of the network to retail merchants and commercial businesses, resulting in a reduction in the price of the relevant cryptocurrency that could adversely impact the Company’s cryptocurrency inventory and investments.
In order to incentivize miners to continue to contribute processing power to the network, the network may either formally or informally transition from a set reward to transaction fees earned upon solving for a block. This transition could be accomplished either by miners independently electing to record on the blocks they solve only those transactions that include payment of a transaction fee or by the network adopting software upgrades that require the payment of a minimum transaction fee for all transactions. If transaction fees paid for the recording of transactions in the Blockchain become too high, the marketplace may be reluctant to accept network as a means of payment and existing users may be motivated to switch between cryptocurrencies or back to fiat currency. Decreased use and demand for coins may adversely affect their value and result in a reduction in the market price of coins.
If the award of coins for solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize miners, miners may cease expending processing power to solve blocks and confirmations of transactions on the Blockchain could be slowed temporarily. A reduction in the processing power expended by miners could increase the likelihood of a malicious actor or botnet obtaining control in excess of 50 percent of the processing power active on the Blockchain, potentially permitting such actor or botnet to manipulate the Blockchain in a manner that adversely affects the Company’s mining activities.
If the award of coins for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations. Miners ceasing operations would reduce collective processing power, which would adversely affect the confirmation process for transactions (i.e., decreasing the speed at which blocks are added to the Blockchain until the next scheduled adjustment in difficulty for block solutions) and make the network more vulnerable to a malicious actor or botnet obtaining control in excess of 50 percent of the processing power. Any reduction in confidence in the confirmation process or processing power of the network may adversely impact the Company’s mining activities, inventory of coins, and future investment strategies.
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
The price of coins may be affected by the sale of coins by other vehicles investing in coins or tracking cryptocurrency markets
To the extent that other vehicles investing in coins or tracking cryptocurrency markets form and come to represent a significant proportion of the demand for coins, large redemptions of the securities of those vehicles and the subsequent sale of coins by such vehicles could negatively affect cryptocurrency prices and therefore affect the value of the inventory held by the Company.
Risk related to technological obsolescence and difficulty in obtaining hardware
To remain competitive, the Company will continue to invest in hardware and equipment required for maintaining the Company’s mining activities. Should competitors introduce new services/software embodying new technologies, the Company’s hardware and equipment and its underlying technology may become obsolete and require substantial capital to replace such equipment.
The increase in interest and demand for cryptocurrencies has led to a shortage of mining hardware as individuals purchase equipment for mining at home.
Equipment will require replacement from time to time. Shortages of graphics processing units may lead to unnecessary downtime as the Company searches for replacement equipment.
General Business Risks Related to the Company
Management Experience and Dependence on Key Personnel and Employees
The Company’s success is currently largely dependent on the performance of the Company’s directors and officers. Certain members of the Company’s management team have experience in the cryptocurrency industry, while others have experience in areas including financial management, corporate finance and sales and marketing. The experience of these individuals is a factor which will contribute to the Company’s continued success and growth. The Company will initially be relying on the Company’s board members, as well as independent consultants, for certain aspects of the Company’s business. The amount of time and expertise expended on the Company’s affairs by each of the Company’s management team and the Company’s directors will vary according to the Company’s needs. The Company does not intend to acquire any key man insurance policies and there is, therefore, a risk that the death or departure of any member of management, the Company’s board, or any key employee or consultant, could have a material adverse effect on the Company’s future. Investors who are not prepared to rely on the Company’s management team should not invest in the Company’s securities.
Uncertainty of Additional Funding
Further acquisitions of additional cryptocurrency mining rigs will require additional capital and the Company will require funds to continue to operate as a public company. There is no assurance that the Company will be successful in obtaining any required financing(s) or that such financing(s) will be available on terms acceptable to the Company. Any future financing(s) may also be dilutive to the Company’s existing shareholders at that time.
Negative Cash Flow
The Company’s operations will be those of HashChain, which has a limited history of operations. HashChain has had negative operating cash flow since HashChain’s inception, and the Company will continue to have negative operating cash flow for the foreseeable future. No assurance can be given that the Company will ever attain positive cash flow or profitability additional or that additional funding will be available for operations.
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DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
Uninsured or Uninsurable Risks
The Company intends to insure its operations in accordance with technology industry practice. However, given the novelty of cryptocurrency mining and associated businesses, such insurance may not be available, uneconomical for the Company, or the nature or level may be insufficient to provide adequate insurance cover. The Company may become subject to liability for hazards against which the Company cannot insure or against which the Company may elect not to insure because of high premium costs or for other reasons. The payment of any such liabilities would reduce or eliminate the funds available for operations. Payments of liabilities for which the Company does not carry insurance may have a material adverse effect on the Company’s financial position.
Dividend Risk
The Company does not anticipate paying dividends in the near future. The Company expects to retain earnings to finance further growth and, where appropriate, retire debt.
Share Price Volatility Risk
The Company has applied to list on the TSXV the Company Subordinate Voting Shares. In the event of such listing, external factors outside of the Company’s control, such as announcements of quarterly variations in operating results, revenues and costs, and sentiments toward stocks, may have a significant impact on the market price of the Company Subordinate Voting Shares. Global stock markets, including the TSXV, have experienced extreme price and volume fluctuations from time to time. There can be no assurance that an active or liquid market will develop or be sustained for the Company Subordinate Voting Shares.
Costs of Being a Publicly Traded Company
As the Company will have publicly-traded securities, significant legal, accounting and filing fees will continue to be incurred. Securities legislation and the rules and policies of the TSXV require publicly listed companies to, among other things, adopt corporate governance policies and related practices and to continuously prepare and disclose material information, all of which carry significant legal, financial and securities regulatory compliance costs.
Conflicts of Interest
Certain of the Company’s directors and officers are, and may continue to be, involved in the cryptocurrency industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of the Company. Situations may arise in connection with potential acquisitions or opportunities where the other interests of these directors and officers may conflict with the Company’s interests. Directors and officers of the Company with conflicts of interest will be subject to and must follow the procedures set out in applicable corporate and securities legislation, regulations, rules and policies. Notwithstanding this, there may be corporate opportunities which the Company is not able to procure due to a conflict of interest of one or more of the Company’s directors or officers.
Tax Risk
The Company will be subject to various taxes including, but not limited to the following: Canadian income tax; goods and services tax; provincial sales tax; land transfer tax; and payroll tax. The Company tax filings will be subject to audit by various taxation authorities. While the Company intends to base its tax filings and compliance on the advice of its tax advisors, there can be no assurance that its tax filing positions will never be challenged by a relevant taxation authority resulting in a greater than anticipated tax liability.
P a g e | 22
DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
Other Events
COVID-19
Commencing in March 2020 and continuing into the second quarter of 2020, the outbreak of the novel strain of coronavirus known as “COVID-19” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 pandemic is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.
Bitcoin Halving
As described in the section titled “Risks Factors” on page 15 of this MD&A, the BTC block reward decreased from 12.5 to 6.25 BTC per block in May 2020.
As of the date of this MD&A, the Company’s management has not observed market normalization to pre- halving profitability levels and the future financial impact cannot be estimated.
P a g e | 23
DIGIHOST TECHNOLOGY INC. |
Management’s Discussion & Analysis |
For the Three and Six Months Ended June 30, 2020 |
Discussion dated: August 28, 2020 |
Cautionary Note Regarding Forward-Looking Information
This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward- looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements. In particular, this MD&A contains forward-looking statements pertaining to the following:
● | the impact of the ongoing novel coronavirus disease outbreak (COVID-19) on the business, operations, financial results and prospects of the Company; |
● | the impact of the Bitcoin Halving in May 2020 on the price of BTC and the normalization after the Bitcoin Halving to pre-Bitcoin Halving profitability levels; |
● | future debt levels, financial capacity, liquidity and capital resources; |
● | anticipated future sources of funds to meet working capital requirements; |
● | future capital expenditures and contractual commitments; |
● | expectations respecting future financial results; |
● | expectations regarding benefits of certain transactions and capital investments; |
● | the Company’s objectives, strategies and competitive strengths; |
● | future development activities; |
● | the Company’s growth strategy; |
● | expectations with respect to future opportunities; |
● | expectations with respect to the Company’s financial position; |
● | the Company’s capital expenditure programs and future capital requirements; |
● | capital resources and the Company’s ability to raise capital; and |
● | industry conditions pertaining to the cryptocurrency industry; |
● | the other factors discussed under “Risk Factors”. |
This list of factors should not be construed as exhaustive.
Additional Information
Additional information concerning the Company is available on SEDAR at www.sedar.com.
P a g e | 24
Exhibit 99.30
FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Cindy Davis, Chief Financial Officer of DIGIHOST TECHNOLOGY INC., certify the following:
1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of DIGIHOST TECHNOLOGY INC. (the “issuer”) for the interim period ended June 30, 2020. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: August 31, 2020
“Cindy Davis” |
|
Cindy Davis Chief Financial Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |
Exhibit 99.31
FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Michel Amar, Chief Executive Officer of DIGIHOST TECHNOLOGY INC., certify the following:
1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of DIGIHOST TECHNOLOGY INC. (the “issuer”) for the interim period ended June 30, 2020. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: August 31, 2020 | |
“Michel Amar” | |
Michel Amar | |
Chief Executive Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 99.32
Number: BC1107842
CERTIFICATE
OF
CHANGE OF NAME
BUSINESS CORPORATIONS ACT
I Hereby Certify that HASHCHAIN TECHNOLOGY INC. changed its name to DIGIHOST TECHNOLOGY INC. on February 14, 2020 at 11:31 AM Pacific Time.
|
Issued under my hand at Victoria, British Columbia On February 14, 2020
CAROL PREST
Registrar of Companies
|
ELECTRONIC CERTIFICATE |
Exhibit 99.33
DIGIHOST REVENUE INCREASES BY 30% IN Q2 COMPARED TO Q1, 2020
Vancouver, BC – September 8, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTC Pinks: HSSHF; Frankfurt: 1NQ1) is pleased to report revenue from digital currency mining of $1,089,877 for the three months ended June 30, 2020 compared to $838,310 for the three months ended March 31, 2020, representing a quarter over quarter increase of 30%.
Additional highlights for the three and six month periods ended June 30, 2020 as disclosed on SEDAR on August 31, 2020 are as follows:
● | The Company generated earnings before interest, taxes, depreciation, amortization and non-cash related stock based compensation of $399,604 for the quarter ended June 30, 2020 compared to a loss of $97,589 for the quarter ended March 31, 2020 representing an improvement of $497,193. |
● | Gross margin on mining digital currency for the six months ended June 30, 2020 was 17%. |
● | Professional fees for the quarter ended June 30, 2020 were $36,583 compared to $201,959 for the quarter ended March 31, 2020 representing an 82% decrease quarter over quarter. Professional fees for the three months ended March 31, 2020 included one-time contractual fees paid to previous directors and officers on change of control. The Company maintains a low monthly administrative cost for mining digital assets and currently none of the officers or directors of the Company receive salary or fees as the Company looks to improve profitability. |
● | Working capital as at June 30, 2020 was $1,206,029 compared to a working capital deficit of $274,713 as at December 31, 2019. |
Michel Amar, Chairman and CEO commented “The most recent quarter proves we are working diligently on improving digital currency mining revenue and profits since our recent merger. Digital currency is continuously gaining momentum with the recent increase in the price of Bitcoin compared to the prior year. The Company has increased its mining capacity to accommodate this increase in the Bitcoin price and will continue to do so in the coming months.”
About Digihost Technology Inc.
Digihost Technology is a growth-oriented blockchain company primarily focused on bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., with an 18.7-millivolt-ampere 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42 MVA. Currently the Company has mining capacity of 164.44 P/Hs.
Additional Information
For further information please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
T: 917-242-6549
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company, as well as the Company’ ability to successfully mine digital currency, revenue increasing as currently anticipated, the ability to profitably liquidate current and future digital currency inventory, volatility of network difficulty and digital currency prices and the resulting significant negative impact on the Company’s operations, and the regulatory environment of cryptocurrency in the applicable jurisdictions..
Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Such factors include, among others, risks relating to future capital needs and uncertainty of additional financing; the competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the need for continued technology change; protection of proprietary rights; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration; and volatile securities markets impacting security pricing unrelated to operating performance. In addition, particular factors which could impact future results of the business of the Company include but are not limited to: the effects on the Company of the Covid-19 crisis; ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices; an increase in network difficulty; the Company may not achieve operating hash rate, power utilization, efficiencies or profitability as currently anticipated, or at all; the volatility of digital currency prices; the anticipated growth and sustainability of electricity for the purposes of cryptocurrency mining in the State of New York, the ability to complete current and future financings, any regulations or laws that will prevent the Company from operating its business; historical prices of digital currencies; and the ability to mine digital currencies that will be consistent with historical prices. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.34
FORM 51-102F3
MATERIAL CHANGE REPORT
1. Name and Address of Company
Digihost
Technology Inc. (formerly HashChain Technology Inc.)
10th Floor – 595 Howe Street
Vancouver, British Columbia
Canada V6C 2T5
2. Date of Material Change
September 8, 2020
3. News Release
The news release attached as Schedule “A” was released on September 8, 2020.
4. Summary of Material Change
The material change is described in the news release attached as Schedule “A”.
5. Full Description of Material Change
The material change is described in the news release attached as Schedule “A”.
6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
7. Omitted Information
Not applicable.
8. Executive Officer
Inquiries
in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 917-242-6549
9. Date of Report
September 8, 2020
SCHEDULE A
Digihost Revenue Increases by 30% in Q2 Compared To Q1, 2020
VANCOUVER, British Columbia, Sept. 08, 2020 (GLOBE NEWSWIRE) -- Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTC Pinks: HSSHF; Frankfurt: 1NQ1) is pleased to report revenue from digital currency mining of $1,089,877 for the three months ended June 30, 2020 compared to $838,310 for the three months ended March 31, 2020, representing a quarter over quarter increase of 30%.
Additional highlights for the three and six month periods ended June 30, 2020 as disclosed on SEDAR on August 31, 2020 are as follows:
● | The Company generated earnings before interest, taxes, depreciation, amortization and non-cash related stock based compensation of $399,604 for the quarter ended June 30, 2020 compared to a loss of $97,589 for the quarter ended March 31, 2020, representing an improvement of $497,193. |
● | Gross margin on mining digital currency for the six months ended June 30, 2020 was 17%. |
● | Professional fees for the quarter ended June 30, 2020 were $36,583 compared to $201,959 for the quarter ended March 31, 2020, representing an 82% decrease quarter over quarter. Professional fees for the three months ended March 31, 2020 included one-time contractual fees paid to previous directors and officers on change of control. The Company maintains a low monthly administrative cost for mining digital assets and currently none of the officers or directors of the Company receive salary or fees as the Company looks to improve profitability. |
● | Working capital as at June 30, 2020 was $1,206,029 compared to a working capital deficit of $274,713 as at December 31, 2019. |
Michel Amar, Chairman and CEO, commented, “The most recent quarter proves we are working diligently on improving digital currency mining revenue and profits since our recent merger. Digital currency is continuously gaining momentum with the recent increase in the price of Bitcoin compared to the prior year. The Company has increased its mining capacity to accommodate this increase in the Bitcoin price and will continue to do so in the coming months.”
About Digihost Technology Inc.
Digihost Technology is a growth-oriented blockchain company primarily focused on bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., with an 18.7-millivolt-ampere 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42 MVA. Currently the Company has mining capacity of 164.44 P/Hs.
Additional Information
For further information please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
T: 917-242-6549
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
2
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company, as well as the Company’ ability to successfully mine digital currency, revenue increasing as currently anticipated, the ability to profitably liquidate current and future digital currency inventory, volatility of network difficulty and digital currency prices and the resulting significant negative impact on the Company’s operations, and the regulatory environment of cryptocurrency in the applicable jurisdictions..
Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Such factors include, among others, risks relating to future capital needs and uncertainty of additional financing; the competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the need for continued technology change; protection of proprietary rights; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration; and volatile securities markets impacting security pricing unrelated to operating performance. In addition, particular factors which could impact future results of the business of the Company include but are not limited to: the effects on the Company of the Covid-19 crisis; ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices; an increase in network difficulty; the Company may not achieve operating hash rate, power utilization, efficiencies or profitability as currently anticipated, or at all; the volatility of digital currency prices; the anticipated growth and sustainability of electricity for the purposes of cryptocurrency mining in the State of New York, the ability to complete current and future financings, any regulations or laws that will prevent the Company from operating its business; historical prices of digital currencies; and the ability to mine digital currencies that will be consistent with historical prices. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
3
Exhibit 99.35
DIGIHOST INCREASES MINING CAPACITY THROUGH
ACQUISITION OF NEW MINERS
Vancouver, BC – October 20, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCPK: HSSHF) is pleased to report that it has increased its Bitcoin mining capacity through the acquisition of 180 whatsminer M30s miners expected to be operational in mid-November adding 16.2 Ph of hashing power. These new miners are highly efficient (using 37 watts per terahash versus our previous miners that were 90 watts per terahash) and will bring in additional revenue of approximately 3 bitcoin per month.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company, as well as the Company’ ability to successfully mine digital currency, revenue increasing as currently anticipated, the ability to profitably liquidate current and future digital currency inventory, volatility of network difficulty and digital currency prices and the resulting significant negative impact on the Company’s operations, and the regulatory environment of cryptocurrency in the applicable jurisdictions.. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Such factors include, among others, risks relating to future capital needs and uncertainty of additional financing; the competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the need for continued technology change; protection of proprietary rights; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration; and volatile securities markets impacting security pricing unrelated to operating performance. In addition, particular factors which could impact future results of the business of the Company include but are not limited to: the effects on the Company of the Covid-19 crisis; ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices; an increase in network difficulty; the Company may not achieve operating hash rate, power utilization, efficiencies or profitability as currently anticipated, or at all; the volatility of digital currency prices; the anticipated growth and sustainability of electricity for the purposes of cryptocurrency mining in the State of New York; the ability to complete current and future financings; any regulations or laws that will prevent the Company from operating its business; historical prices of digital currencies; an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of digital currencies, capital market conditions, restriction on labour and international travel and supply chains; and the ability to mine digital currencies that will be consistent with historical prices. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.36
FORM 51-102F3
MATERIAL CHANGE REPORT
1. | Name and Address of Company |
Digihost
Technology Inc. (formerly HashChain Technology Inc.)
10th Floor – 595 Howe Street
Vancouver, British Columbia
Canada V6C 2T5
2. | Date of Material Change |
October 20, 2020
3. | News Release |
The news release attached as Schedule “A” was released on October 20, 2020.
4. | Summary of Material Change |
The material change is described in the news release attached as Schedule “A”.
5. | Full Description of Material Change |
The material change is described in the news release attached as Schedule “A”.
6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not applicable.
7. | Omitted Information |
Not applicable.
8. | Executive Officer |
Inquiries
in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 917-242-6549
9. | Date of Report |
October 20, 2020
SCHEDULE A
DIGIHOST INCREASES MINING CAPACITY THROUGH
ACQUISITION OF NEW MINERS
Vancouver, BC – October 20, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCPK: HSSHF) is pleased to report that it has increased its Bitcoin mining capacity through the acquisition of 180 whatsminer M30s miners expected to be operational in mid-November adding 16.2 Ph of hashing power. These new miners are highly efficient (using 37 watts per terahash versus our previous miners that were 90 watts per terahash) and will bring in additional revenue of approximately 3 bitcoin per month.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company, as well as the Company’ ability to successfully mine digital currency, revenue increasing as currently anticipated, the ability to profitably liquidate current and future digital currency inventory, volatility of network difficulty and digital currency prices and the resulting significant negative impact on the Company’s operations, and the regulatory environment of cryptocurrency in the applicable jurisdictions.. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Such factors include, among others, risks relating to future capital needs and uncertainty of additional financing; the competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the need for continued technology change; protection of proprietary rights; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration; and volatile securities markets impacting security pricing unrelated to operating performance. In addition, particular factors which could impact future results of the business of the Company include but are not limited to: the effects on the Company of the Covid-19 crisis; ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices; an increase in network difficulty; the Company may not achieve operating hash rate, power utilization, efficiencies or profitability as currently anticipated, or at all; the volatility of digital currency prices; the anticipated growth and sustainability of electricity for the purposes of cryptocurrency mining in the State of New York; the ability to complete current and future financings; any regulations or laws that will prevent the Company from operating its business; historical prices of digital currencies; an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of digital currencies, capital market conditions, restriction on labour and international travel and supply chains; and the ability to mine digital currencies that will be consistent with historical prices. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.37
Digihost ANNOUNCES DEBT SETTLEMENT
Vancouver, British Columbia, November 24, 2020 – Digihost Technology Inc. (TSX-V: DGHI; OTCPK: HSSHF) (“Digihost” or the “Company”) is pleased to announce that it has entered into a debt settlement agreement with two of its directors (the “Creditors”) and pursuant to the debt settlement agreement will, subject to receipt of approval of the TSX Venture Exchange, issue an aggregate of 200,000 common shares in the capital of the Company, at a deemed price of $0.20 per common share, in consideration for the settlement of a total of $40,000 in accrued liabilities owing to the Creditors in respect of director fees (the “Debt Settlement”). The Company expects that the proposed Debt Settlement will assist the Company in preserving its cash for working capital.
The Creditors are insiders of the Company, and accordingly, the issuance of common shares to an insider in connection with the Debt Settlement is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction (“MI 61-101”). The Company is relying on the exemption from the requirement for valuation under MI 61-101 on the basis of the exemption contained in section 5.5(b) of MI 61-101 as the Company’s shares are not listed on specified markets, and on the exemption from the requirement for minority shareholder approval under MI 61-101 on the basis of the exemption contained in section 5.7(a) of MI 61-101 as the fair market value of the consideration of the shares to be issued to the Creditors in connection with the Debt Settlement does not exceed 25% of the Company’s market capitalization.
All securities to be issued pursuant to the Debt Settlement will be subject to a four month and one day statutory hold period from the closing date. The Debt Settlement is subject to all necessary regulatory approvals including from the TSX Venture Exchange.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovol-ampere outdoor substation with an option to increase the power output to 42MVA.
For more information, please contact:
Michel Amar, Chief Executive Officer
Telephone: 917-242-6549
Email: michelamar@me.com
Neither 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.
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company, as well as the Company’ ability to successfully mine digital currency, revenue increasing as currently anticipated, the ability to profitably liquidate current and future digital currency inventory, volatility of network difficulty and digital currency prices and the resulting significant negative impact on the Company’s operations, and the regulatory environment of cryptocurrency in the applicable jurisdictions. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Such factors include, among others, risks relating to future capital needs and uncertainty of additional financing; the competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the need for continued technology change; protection of proprietary rights; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration; and volatile securities markets impacting security pricing unrelated to operating performance. In addition, particular factors which could impact future results of the business of the Company include but are not limited to: the effects on the Company of the Covid-19 crisis; ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices; an increase in network difficulty; the Company may not achieve operating hash rate, power utilization, efficiencies or profitability as currently anticipated, or at all; the volatility of digital currency prices; the anticipated growth and sustainability of electricity for the purposes of cryptocurrency mining in the State of New York; the ability to complete current and future financings; any regulations or laws that will prevent the Company from operating its business; historical prices of digital currencies; an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of digital currencies, capital market conditions, restriction on labour and international travel and supply chains; and the ability to mine digital currencies that will be consistent with historical prices. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.38
FORM 51-102F3 MATERIAL CHANGE REPORT
1. | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.) 10th Floor – 595 Howe Street
Vancouver, British Columbia Canada V6C 2T5
2. | Date of Material Change |
November 24, 2020
3. | News Release |
The news release attached as Schedule “A” was released on November 24, 2020.
4. | Summary of Material Change |
The material change is described in the news release attached as Schedule “A”.
5. | Full Description of Material Change |
The material change is described in the news release attached as Schedule “A”.
6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not applicable.
7. | Omitted Information |
Not applicable.
8. | Executive Officer |
Inquiries in respect of the material change referred to herein may be made to: Michel Amar, Chief Executive Officer
T: 917-242-6549
9. | Date of Report |
November 24, 2020
Schedule “A”
Digihost ANNOUNCES DEBT SETTLEMENT
Vancouver, British Columbia, November 24, 2020 – Digihost Technology Inc. (TSX-V: DGHI; OTCPK: HSSHF) (“Digihost” or the “Company”) is pleased to announce that it has entered into a debt settlement agreement with two of its directors (the “Creditors”) and pursuant to the debt settlement agreement will, subject to receipt of approval of the TSX Venture Exchange, issue an aggregate of 200,000 common shares in the capital of the Company, at a deemed price of $0.20 per common share, in consideration for the settlement of a total of $40,000 in accrued liabilities owing to the Creditors in respect of director fees (the “Debt Settlement”). The Company expects that the proposed Debt Settlement will assist the Company in preserving its cash for working capital.
The Creditors are insiders of the Company, and accordingly, the issuance of common shares to an insider in connection with the Debt Settlement is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction (“MI 61-101”). The Company is relying on the exemption from the requirement for valuation under MI 61-101 on the basis of the exemption contained in section 5.5(b) of MI 61-101 as the Company’s shares are not listed on specified markets, and on the exemption from the requirement for minority shareholder approval under MI 61-101 on the basis of the exemption contained in section 5.7(a) of MI 61-101 as the fair market value of the consideration of the shares to be issued to the Creditors in connection with the Debt Settlement does not exceed 25% of the Company’s market capitalization.
All securities to be issued pursuant to the Debt Settlement will be subject to a four month and one day statutory hold period from the closing date. The Debt Settlement is subject to all necessary regulatory approvals including from the TSX Venture Exchange.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovol-ampere outdoor substation with an option to increase the power output to 42MVA.
For more information, please contact:
Michel Amar, Chief Executive Officer
Telephone: 917-242-6549
Email: michelamar@me.com
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Neither 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.
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company, as well as the Company’ ability to successfully mine digital currency, revenue increasing as currently anticipated, the ability to profitably liquidate current and future digital currency inventory, volatility of network difficulty and digital currency prices and the resulting significant negative impact on the Company’s operations, and the regulatory environment of cryptocurrency in the applicable jurisdictions. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Such factors include, among others, risks relating to future capital needs and uncertainty of additional financing; the competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the need for continued technology change; protection of proprietary rights; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration; and volatile securities markets impacting security pricing unrelated to operating performance. In addition, particular factors which could impact future results of the business of the Company include but are not limited to: the effects on the Company of the Covid-19 crisis; ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices; an increase in network difficulty; the Company may not achieve operating hash rate, power utilization, efficiencies or profitability as currently anticipated, or at all; the volatility of digital currency prices; the anticipated growth and sustainability of electricity for the purposes of cryptocurrency mining in the State of New York; the ability to complete current and future financings; any regulations or laws that will prevent the Company from operating its business; historical prices of digital currencies; an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of digital currencies, capital market conditions, restriction on labour and international travel and supply chains; and the ability to mine digital currencies that will be consistent with historical prices. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
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Exhibit 99.39
DIGIHOST ANNOUNCES NORMAL COURSE ISSUER BID
Vancouver, British Columbia, December 7, 2020 – Digihost Technology Inc. (TSX-V: DGHI; OTCPK: HSSHF) (“Digihost” or the “Company”) is pleased to announce that it has received approval to undertake, at the Company’s discretion, a normal course issuer bid program to purchase up to 2,003,683 of its subordinate voting shares for cancellation (the “Bid”).
The Company is commencing the Bid because it believes that from time to time the market price of its subordinate voting shares may not fully reflect the underlying value of the Company’s business, and that the repurchase of its subordinate voting shares at those times would be in the best interests of its shareholders.
As of the date hereof, the Company has 40,073,661 subordinate voting shares issued and outstanding. The maximum number of subordinate voting shares that may be purchased by the Company under the Bid represents approximately 5% of the Company’s issued and outstanding shares. Shares repurchased under the Bid will be returned to treasury for cancellation. The Company received acceptance from the TSX Venture Exchange (the “TSXV”) to commence the Bid on December 10, 2020. The Bid will terminate on December 10, 2021, or on an earlier date in the event that the maximum number of common shares sought in the Bid has been repurchased. The Company reserves the right to terminate the Bid at any time.
Purchases pursuant to the Bid are expected to be made through the facilities of the TSXV, or such other permitted means (including through alternative trading systems in Canada), at prevailing market prices.
The Company has engaged Canaccord Genuity Corp. to act as the broker through which the Bid will be conducted.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovol-ampere outdoor substation with an option to increase the power output to 42MVA.
For more information, please contact:
Michel Amar, Chief Executive Officer
Telephone: 917-242-6549
Email: michelamar@me.com
Neither 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.
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
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Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company, as well as the Company’ ability to successfully mine digital currency, revenue increasing as currently anticipated, the ability to profitably liquidate current and future digital currency inventory, volatility of network difficulty and digital currency prices and the resulting significant negative impact on the Company’s operations, and the regulatory environment of cryptocurrency in the applicable jurisdictions. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Such factors include, among others, risks relating to future capital needs and uncertainty of additional financing; the competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the need for continued technology change; protection of proprietary rights; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration; and volatile securities markets impacting security pricing unrelated to operating performance. In addition, particular factors which could impact future results of the business of the Company include but are not limited to: the effects on the Company of the Covid-19 crisis; ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices; an increase in network difficulty; the Company may not achieve operating hash rate, power utilization, efficiencies or profitability as currently anticipated, or at all; the volatility of digital currency prices; the anticipated growth and sustainability of electricity for the purposes of cryptocurrency mining in the State of New York; the ability to complete current and future financings; any regulations or laws that will prevent the Company from operating its business; historical prices of digital currencies; an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of digital currencies, capital market conditions, restriction on labour and international travel and supply chains; and the ability to mine digital currencies that will be consistent with historical prices. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.40
DIGIHOST ANNOUNCES INTENTION TO INCREASE MINING CAPACITY THROUGH ACQUISITION OF NEW MINERS
Vancouver, BC –December 17, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCPK: HSSHF) is pleased to report that it plans to increase its Bitcoin mining capacity by 20% through the acquisition of new miners by the end of the first quarter of 2021.
Michel Amar, CEO commented, “This is the first step forward in our strategic plan to double our mining capacity by the end of 2021. Due to the ongoing interest and adoption of Bitcoin, Digihost is well positioned to significantly expand its Bitcoin mining operations. The Bitcoin price has reached a new milestone, crossing US$20,000 for the first time in its history, which validates our core beliefs that Bitcoin is not only an alternative store of value like gold, it’s also a very secure method of payment, the first application of blockchain technology. We are extremely optimistic regarding the growing acceptance of Bitcoin as a virtual currency as well as the upside trajectory for the price of Bitcoin. Digihost will continue to be an integral part of the Bitcoin ecosystem”.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.41
DIGIHOST ANNOUNCES CEO $1.00 SALARY FOR 2021 AND PROVIDES UPDATE ON 2021 STRATEGIC PLAN
Vancouver, BC –December 30, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCPK: HSSHF) is pleased to announce that Michel Amar, Chief Executive Officer of the Company, has committed to accept a salary of $1.00 for the year of 2021.
Michel Amar, CEO, stated: “I believe that 2021 will be an amazing year for blockchain and Bitcoin adoption. Our goal is to grow the company exponentially and increase our profitability in the upcoming year. To show the shareholders and investors my level of commitment and faith in the future of Digihost, I would like to evidence my dedication to and focus on the Company by accepting a salary of $1.00 for 2021!”
Digihost is also pleased to share its strategies for the upcoming year. The Company’s strategic plan for the year 2021 will be focused on aggressively pursuing opportunities to acquire new miners and increase its Bitcoin mining capacity, with the goal of utilizing the additional power output available to the Company.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.42
DIGIHOST ANNOUNCES ACQUISITION OF HIGH EFFICIENCY S19 PRO 110TH MINERS
Vancouver, BC –December 31, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCPK: HSSHF) is pleased to announce the Company’s system upgrade through the acquisition of Antminer S19 Pro 110TH miners. With the most efficient miners currently in the market, each unit utilizing a hash rate of 110TH and a power usage of 3300 watts (34W/TH), Digihost will be integrating and adding 15.4 PH to the Company’s hash rate in the next few weeks. Digihost has acquired 76 PH in additional hash rate from newer and more efficient miners since the start of the year. The Company plans to continue the acquisition of the highest performing miners, further increasing the efficiency of the Company’s operations.
Alec Amar, President of the Company, commented, “Growth and acquisition of novel technologies, coupled with our in-house investment in R&D, continues to show our dedication to increasing value for our shareholders. Timing has never been so important and we plan to double our efforts to continuously acquire top tier miners and keep Digihost’s suite of offerings at the cutting-edge of blockchain technology and cost-efficiency.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.43
DIGIHOST ANNOUNCES FULLY SUBSCRIBED PRIVATE PLACEMENT OF COMMON SHARES AND DEBT SETTLEMENT
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Vancouver, BC – January 5, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCPK: HSSHF) is pleased to announce a fully subscribed private placement of common shares (the “Shares”) sold at $0.79 per share for gross proceeds of $283,400 (the “Offering”). Completion of the Offering is expected within five business days and is subject to approval of the TSX Venture Exchange and closing.
The Offering has been placed with investors based in the United States and Europe. The Shares issued pursuant to the Offering will be subject to a statutory hold period of four months and one day in accordance with applicable securities laws.
Proceeds of the Offering will be used for the acquisition of miners and for general working capital purposes.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Debt Settlement
The Company is also pleased to announce that it has entered into a debt settlement agreement with two of its third-party creditors (the “Creditors”) and pursuant to the debt settlement agreement will, subject to receipt of approval of the TSX Venture Exchange, issue an aggregate of 96,815 common shares in the capital of the Company, at a deemed price of $1.05 per common share, in consideration for the settlement of a total of US$80,000 in accrued liabilities owing to the Creditors in respect of consulting fees (the “Debt Settlement”). The Company expects that the proposed Debt Settlement will assist the Company in preserving its cash for working capital. All securities to be issued pursuant to the Debt Settlement will be subject to a four month and one day statutory hold period from the closing date. The Debt Settlement is subject to all necessary regulatory approvals including from the TSX Venture Exchange.
Stock Option Grant
The Company also announces that it has granted to the directors of the Company an aggregate of 1,325,000 incentive stock options (the “Stock Options”) to purchase common shares under the Company’s incentive stock option plan (the “Plan”). Each Stock Option is exercisable into a common share of the Company at a price of $1.25 for a period of five years from the date of grant. The Stock Options will vest fully on the six-month anniversary of the date of grant and be subject to the terms and conditions of the Plan and the policies of the TSX Venture Exchange.
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About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.44
FORM 51-102F3
MATERIAL CHANGE REPORT
1. | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
10th Floor – 595 Howe Street
Vancouver, British Columbia
Canada V6C 2T5
2. | Date of Material Change |
January 5, 2021.
3. | News Release |
The news release attached as Schedule “A” was released on January 5, 2021.
4. | Summary of Material Change |
The material change is described in the news release attached as Schedule “A”.
5. | Full Description of Material Change |
The material change is described in the news release attached as Schedule “A”.
6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not applicable.
7. | Omitted Information |
Not applicable.
8. | Executive Officer |
Inquiries in respect of the material change referred to herein may be made to: Michel Amar, Chief Executive Officer
T: 917-242-6549
E: michelamar@me.com
9. | Date of Report |
January 6, 2021.
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Schedule “A”
DIGIHOST ANNOUNCES FULLY SUBSCRIBED PRIVATE PLACEMENT OF COMMON SHARES AND DEBT SETTLEMENT
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Vancouver, BC – January 5, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCPK: HSSHF) is pleased to announce a fully subscribed private placement of common shares (the “Shares”) sold at $0.79 per share for gross proceeds of $283,400 (the “Offering”). Completion of the Offering is expected within five business days and is subject to approval of the TSX Venture Exchange and closing.
The Offering has been placed with investors based in the United States and Europe. The Shares issued pursuant to the Offering will be subject to a statutory hold period of four months and one day in accordance with applicable securities laws.
Proceeds of the Offering will be used for the acquisition of miners and for general working capital purposes.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Debt Settlement
The Company is also pleased to announce that it has entered into a debt settlement agreement with two of its third-party creditors (the “Creditors”) and pursuant to the debt settlement agreement will, subject to receipt of approval of the TSX Venture Exchange, issue an aggregate of 96,815 common shares in the capital of the Company, at a deemed price of $1.05 per common share, in consideration for the settlement of a total of US$80,000 in accrued liabilities owing to the Creditors in respect of consulting fees (the “Debt Settlement”). The Company expects that the proposed Debt Settlement will assist the Company in preserving its cash for working capital. All securities to be issued pursuant to the Debt Settlement will be subject to a four month and one day statutory hold period from the closing date. The Debt Settlement is subject to all necessary regulatory approvals including from the TSX Venture Exchange.
Stock Option Grant
The Company also announces that it has granted to the directors of the Company an aggregate of 1,325,000 incentive stock options (the “Stock Options”) to purchase common shares under the Company’s incentive stock option plan (the “Plan”). Each Stock Option is exercisable into a common share of the Company at a price of $1.25 for a period of five years from the date of grant. The Stock Options will vest fully on the six-month anniversary of the date of grant and be subject to the terms and conditions of the Plan and the policies of the TSX Venture Exchange.
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About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward- looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward- looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
3
Exhibit 99.45
FORM 51-102F3
MATERIAL CHANGE REPORT
1. | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
10th Floor – 595 Howe Street
Vancouver, British Columbia
Canada V6C 2T5
2. | Date of Material Change |
December 31, 2020.
3. | News Release |
The news release attached as Schedule “A” was released on December 31, 2020.
4. | Summary of Material Change |
The material change is described in the news release attached as Schedule “A”.
5. | Full Description of Material Change |
The material change is described in the news release attached as Schedule “A”.
6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not applicable.
7. | Omitted Information |
Not applicable.
8. | Executive Officer |
Inquiries in respect of the material change referred to herein may be made to: Michel Amar, Chief Executive Officer
T: 917-242-6549
E: michelamar@me.com
9. | Date of Report |
January 6, 2021.
|
Schedule “A”
DIGIHOST ANNOUNCES ACQUISITION OF HIGH EFFICIENCY S19 PRO 110TH MINERS
Vancouver, BC –December 31, 2020 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCPK: HSSHF) is pleased to announce the Company’s system upgrade through the acquisition of Antminer S19 Pro 110TH miners. With the most efficient miners currently in the market, each unit utilizing a hash rate of 110TH and a power usage of 3300 watts (34W/TH), Digihost will be integrating and adding 15.4 PH to the Company’s hash rate in the next few weeks. Digihost has acquired 76 PH in additional hash rate from newer and more efficient miners since the start of the year. The Company plans to continue the acquisition of the highest performing miners, further increasing the efficiency of the Company’s operations.
Alec Amar, President of the Company, commented, “Growth and acquisition of novel technologies, coupled with our in-house investment in R&D, continues to show our dedication to increasing value for our shareholders. Timing has never been so important and we plan to double our efforts to continuously acquire top tier miners and keep Digihost’s suite of offerings at the cutting-edge of blockchain technology and cost-efficiency.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward- looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.46
DIGIHOST ANNOUNCES UPDATE TO PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Vancouver, BC – January 8, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCPK: HSSHF) announces that it has updated the terms of the fully subscribed non-brokered private placement as originally announced on January 5, 2021. The updated private placement of common shares (the “Shares”) will be sold at $0.81 per Share for gross proceeds of $283,400 (the “Offering”). The Company intends to close the Offering as soon as possible, subject to approval of the TSX Venture Exchange.
Proceeds of the Offering will be used for the acquisition of miners and for general working capital purposes. The Shares issued pursuant to the Offering will be subject to a statutory hold period of four months and one day in accordance with applicable securities laws.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.47
DIGIHOST ANNOUNCES 150 BITCOINS IN CUSTODY AS OF END OF YEAR 2020
Vancouver, BC – January 14, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCPK: HSSHF) is pleased to announce that the Company has a balance of 150 Bitcoins (“BTC”) in custody as of the 2020 calendar year end, which it accumulated through its BTC mining operations throughout the 2020 calendar year. Digihost mined a total of 26.38 BTC in the month of December 2020, for a total of 67.31 BTC mined during the 4th quarter of 2020. The Company is also pleased to see an improvement in its operating margins resulting from the increase in BTC prices since the end of November 2020.
Michel Amar, CEO, stated: “We are very excited to deploy our new S19 Pro 110TH miners this month and increase our hash rate by over 20% for January 2021. We are focused on and will intensify our strategy to accumulate Bitcoins, and the Company is continuing to seek every opportunity to improve our margins with lower electricity cost.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.48
NOTICE DECLARING INTENTION
TO BE QUALIFIED UNDER
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
(“NI 44-101”)
January 14, 2021
TO: | British Columbia Securities Commission, as notice regulator |
Digihost Technology Inc. (the “Issuer”) intends to be qualified to file a short form prospectus under NI 44-101. The Issuer acknowledges that it must satisfy all applicable qualification criteria prior to filing a preliminary short form prospectus. This notice does not evidence the Issuer's intent to file a short form prospectus, to enter into any particular financing or transaction or to become a reporting issuer in any jurisdiction. This notice will remain in effect until withdrawn by the Issuer.
DIGIHOST TECHNOLOGY INC. | ||
By: | (signed) “Michel Amar” | |
Michel Amar | ||
Chief Executive Officer |
Exhibit 99.49
ANNUAL INFORMATION FORM
FOR THE FINANCIAL YEAR ENDED December 31, 2019
Digihost Technology inc.
January
20, 2021
TABLE OF CONTENTS
GLOSSARY | 2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND RISKS | 3 |
CORPORATE STRUCTURE | 4 |
Name, Address, Incorporation, and Corporate Organizational Chart | 4 |
GENERAL DEVELOPMENT OF THE BUSINESS | 4 |
Three Year History | 4 |
Anticipated Changes in the Corporation’s Business | 6 |
Significant Acquisitions | 6 |
BUSINESS OF THE CORPORATION | 6 |
Risk Factors | 7 |
DIVIDENDS OR DISTRIBUTIONS | 12 |
CAPITAL STRUCTURE | 12 |
MARKET FOR SECURITIES | 13 |
ESCROWED SECURITIES | 13 |
DIRECTORS AND OFFICERS | 15 |
Cease Trade Orders, Bankruptcies, Penalties or Sanctions | 16 |
Conflicts of Interest | 17 |
AUDIT COMMITTEE INFORMATION | 17 |
Audit Committee Charter | 17 |
Composition of the Audit Committee | 17 |
PROMOTERS | 18 |
LEGAL PROCEEDINGS AND REGULATORY ACTIONS | 18 |
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS | 18 |
TRANSFER AGENT AND REGISTRAR | 18 |
MATERIAL CONTRACTS | 18 |
INTERESTS OF EXPERTS | 19 |
ADDITIONAL INFORMATION | 19 |
I. MANDATE | 20 |
II. STRUCTURE AND OPERATIONS | 20 |
GLOSSARY
“AIF” means this annual information form for the financial year ended December 31, 2019;
“BCBCA” means the Business Corporations Act (British Columbia), or its successor legislation and the regulations made thereunder;
“Bitcoin Halving” means the reduction of Bitcoin block rewards from 12.5 Bitcoin to 6.25 Bitcoin per block, which took place on May 11, 2020;
“Blockchain” means a distributed ledger comprised of blocks that serves as a historical transaction record of all past transactions and can be accessed by anyone with appropriate permissions. Blocks are chained together using cryptographic signatures;
“Board” means the board of directors of the Corporation;
“CEO” means Chief Executive Officer;
“CFO” means Chief Financial Officer;
“Colocation Agreements” means the Colocation Facilities Agreements no. 51 and 62, each dated May 20, 2018 between HashChain and Bit.Management, LLC, as amended from time to time including by the Bitcoin Transfer Memo dated July 1, 2019 between HashChain and Bit.Management, LLC;
“Corporation” means Digihost Technology Inc. (TSXV: DGHI);
“Digihost” means Digihost International Inc., a corporation incorporated under the laws of the State of Delaware on October 9, 2018;
“Digihost Shareholder” means a holder of Digihost common shares, from time to time, including holders of Digihost common shares acquired through asset purchases or private placements;
“Escrow Agent” means Computershare Investor Services Inc., 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, V6C 3B9;
“Exchange” or “TSXV” means the TSX Venture Exchange;
“Exchange Policies” means the policies of the TSXV;
“HashChain” means HashChain Technology Inc., a corporation incorporated pursuant to the laws of British Columbia on February 18, 2017;
“Insider” if used in relation to an issuer, means: a director or senior office of the issuer; a director or senior officer of a company that is an Insider or subsidiary of the issuer; a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the issuer; or the issuer itself if it holds any of its own securities;
“Person” means a company or individual;
“PV Share” means a proportionate voting share of the Corporation
“SEDAR” means System for Electronic Document Analysis and Retrieval and located on the Internet at www.sedar.com;
“Shareholder” means a holder of SV Shares;
“SV Share” means a subordinate voting share of the Corporation.
“TSX” means the Toronto Stock Exchange;
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND RISKS
This AIF contains or refers to certain forward-looking information. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “may”, “potential” and “will” or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. All information, other than information regarding historical fact that addresses activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future is forward-looking information. Forward-looking information does not constitute historical fact but reflects the current expectations the Corporation regarding future results or events based on information that is currently available. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Such forward-looking statements in this AIF speak only as of the date of this AIF. Forward-looking statements in this AIF include, but are not limited to, statements with respect to:
● | the performance of the Corporation’s business and operations; |
● | the intention to grow Corporation’s business and operations; |
● | growth strategy and opportunities; |
● | the treatment of the Corporation under government regulatory and taxation regimes; and |
● | the Corporation’s ability to monitor, assess and manage the impact of the COVID-19 pandemic. |
Forward-looking statements involve known and unknown risks, estimates, assumptions, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These factors include management's belief or expectations relating to the following and, in certain cases, management's response with regard to the following:
● | the impact of the ongoing novel coronavirus disease outbreak (COVID-19) on the business, operations, financial results and prospects of the Corporation; |
● | the impact of the Bitcoin Halving (as defined therein) in May 2020 on the price of Bitcoin and the normalization after the Bitcoin Halving to pre-Bitcoin Halving profitability levels; |
● | future debt levels, financial capacity, liquidity and capital resources; |
● | anticipated future sources of funds to meet working capital requirements; |
● | expectations respecting future financial results; |
● | expectations regarding benefits of certain transactions and capital investments; |
● | the Corporation’s objectives, strategies and competitive strengths; |
● | future development activities; |
● | the Corporation’s growth strategy; |
● | expectations with respect to future opportunities; |
● | expectations with respect to the Corporation’s financial position; |
● | the Corporation’s capital expenditure programs and future capital requirements; |
● | capital resources and the Corporation’s ability to raise capital; and industry conditions pertaining to the cryptocurrency industry; |
● | reliance on sale of equity or liquidation of mined output (coins) for funds required; |
● | inability to acquire funds necessary for general working capital and continuing operations; |
● | cryptocurrency inventory may be largely reduced in value as a result of flaws in the cryptocurrency code or the actions of malicious actors; |
● | regulatory changes or actions may alter or prohibit investment in the Corporation’s cryptocurrency; |
● | the value of cryptocurrencies and the value of the Corporation’s future holdings of cryptocurrencies may be overvalued and volatile as a result of momentum pricing; |
● | potential fraud or security failures of the cryptocurrency exchange(s) on which the Corporation’s cryptocurrencies are exchanged on, resulting in closures of such cryptocurrency exchange(s) or complete losses of the Corporation’s cryptocurrency balance; |
● | banks may refuse to provide cryptocurrency-related services resulting in a decrease in the usefulness of cryptocurrencies and reduction in the value of inventory; |
● | algorithms for cryptocurrencies may change, resulting in the Corporation losing competitive |
advantage;
● | the Corporation’s operations, investment strategies and profitability may be adversely affected by |
competition from other cryptocurrencies or financial vehicles;
● | the Corporation may be subject to incorrect or fraudulent transactions resulting in its coins being lost or irretrievable; |
● |
the
number of coins awarded for solving a block in the Blockchain may be decreased resulting
in
the value of a cryptocurrency mined by or held in the inventory of the Corporation to decrease and may be decreased to a level where there is inadequate incentive to continue mining cryptocurrency; |
● | the sale of coins by other vehicles investing in coins or tracking cryptocurrency markets may negatively affect cryptocurrency prices and reduce the value of the Corporation’s inventory; |
● | the introduction of new services and technologies may make the Corporation’s hardware and equipment at its facilities obsolete and it may be cost-prohibitive to upgrade the Corporation’s hardware and equipment to remain competitive; |
● | fluctuations in the currency markets and stock market volatility; |
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● | uncertainties associated with business opportunities that may be presented to, or pursued by the Corporation; |
● | operating or technical difficulties in connection with business activities; |
● | the possibility of cost overruns or unanticipated expenses; |
● | there may not be an active or liquid market for the Corporation’s shares; |
● | changes in interest rates; |
● | the Corporation may never pay dividends; |
● | the risks associated with obtaining and renewing necessary licenses and permits; |
● | competition for, among other things, capital, acquisitions, equipment and skilled personnel; |
● | changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada; |
● | risks associated with inability to obtain adequate insurance for operations; |
● | the Corporation’s directors and officers may serve on the boards and as officers of other companies whose interests may conflict with that of the Corporation; |
● | its ability to source target companies and grow through acquisitions as well as internal expansion; |
● | its ability to integrate acquisition targets; |
● | its ability to obtain necessary capital; |
● | consumer demand and changes in consumer preferences related to the cryptocurrency industry; |
● | government regulation; |
● | taxation policies; |
● | anticipated and unanticipated costs; |
● | research and development activities undertaken by the Corporation and third parties; |
● | trademarks, copyrights and other intellectual property rights; |
● | the outcome of legal proceedings; |
● | the economy generally; |
● | conditions in the target market of the Corporation, including competitive conditions; |
● | the economic condition of the Corporation’s competitors; |
● | the retention of key personnel; |
● | customer concentration; |
● | privacy breaches; and |
● | the other factors discussed under the heading, “Risk Factors” in this AIF. |
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CORPORATE STRUCTURE
Name, Address, Incorporation, and Corporate Organizational Chart
Digihost Technology Inc. (formerly HashChain Technology Inc.) is a corporation incorporated under the British Columbia Business Corporations Act. Its corporate headquarters and registered office are located at 595 Howe St., 10th Floor, Vancouver, BC V6C 2T5
The following organization chart outlines the corporate structure of the Corporation and its material subsidiaries:
Material Amendments to the Corporation’s Articles
The Corporation was originally incorporated under the BCBCA on February 18, 2017 under the name Chortle Capital Corp. and later changed its name to HashChain Technology Inc. on September 18, 2017. HashChain Technology Inc. was subject to a reverse takeover by Digihost International Inc., which closed on February 14, 2020. Prior to the closing date of the reverse takeover, the Corporation passed a special resolution authorizing an unlimited number of PV Shares and an unlimited number of SV Shares without par value. Upon closing of the reverse takeover, HashChain filed articles of amendment to rename itself to Digihost Technology Inc.
GENERAL DEVELOPMENT OF THE BUSINESS
Three Year History
The following is a summary of the general development of the Corporation’s business over the three most recently completed financial years:
2018
During 2018, HashChain made a number of strategic acquisitions in order to build up its inventory of Bitcoin mining rigs. HashChain acquired all the issued and outstanding shares of TG12 Ventures Inc., BitUnited Holdings Ltd., CryptoVolt Holdings Ltd., BitComputing Management Ltd., and CryptoCommerce Technologies Ltd. After consolidating the acquired assets, HashChain dissolved the following wholly owned subsidiaries: TG12 Ventures Inc., BitUnited Holdings Ltd., CryptoVolt Holdings Ltd., BitComputing Management Ltd., and CryptoCommerce Technologies Ltd.
On February 15, 2018, through its wholly-owned subsidiary, Global Crypto Public Accounting Ltd., HashChain acquired the assets of blockchain technology company, Node40 LLC. On November 14, 2018, in order to relieve HashChain of outstanding debt, minimize general and administrative expenses, and emphasize the vision of concentrating solely on cryptocurrency mining, HashChain announced that its wholly-owned subsidiary Global Crypto Public Accounting Ltd. had entered into an asset purchase agreement to sell its NODE40 operations, which was finalized in November 2018.
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During the month of October 2018, the value of Bitcoin fell below the level at which HashChain’s mining operations could remain profitable. HashChain and Bit.Management, LLC, as vendor under the Colocation Agreements, reached a verbal agreement whereby on a weekly basis, HashChain transferred all Bitcoin mined by its 8,395 rigs in operation at that time to Bit.Management, LLC in lieu of the amounts otherwise due under the Colocation Agreements, to be revisited when Bitcoin prices supported profitable operations.
2019
In January 2019, HashChain and Bit.Management, LLC began discussing terms of a transaction whereby the hosting services provided under the Colocation Agreements would be vertically integrated with HashChain’s operations.
On February 5, 2019, HashChain entered into a binding letter of intent to complete a reverse takeover transaction with Digihost International Inc.
On March 28, 2019, HashChain and the Digihost Shareholders entered into a share exchange agreement (the “Share Exchange Agreement”), whereby Digihost Shareholders agreed to exchange their issued and outstanding Digihost Shares for HashChain Shares representing 82% of the issued and outstanding shares of the Corporation. After completion of the share exchange, Digihost will become a wholly owned subsidiary of HashChain.
On July 1, 2019, HashChain and Bit.Management, LLC documented the verbal agreement of October 2018 (the “Bitcoin Transfer Memo”) and agreed that HashChain would acknowledge a liability in favour of Bit.Management, LLC in the amount of US$499,877, such amount being based on the difference between the value of the Bitcoin mined and the monthly minimum recurring charges that would have been due under the Colocation Agreements but for the verbal agreement during such period. Pursuant to the Bitcoin Transfer Memo, HashChain and Bit.Management, LLC also agreed that (i) Bit.Management, LLC would sell and apply the proceeds of the Bitcoins mined by HashChain to satisfy the monthly minimum recurring charges under the Colocation Agreements, with any residual value to be applied firstly to the balance of the liability in favour of Bit.Management LLC and secondly to the account of HashChain; (ii) Bit.Management, LLC would deploy 3,500 rigs previously acquired by HashChain, sell the mined coin, and retain a portion of the proceeds with the residual value to be applied in the same manner as above; and (iii) as HashChain required operating funds, Bit.Management, LLC would release the proceeds of sale of Bitcoin in such amounts as it determined in its sole discretion and such amounts would be added to the liability in favour of Bit.Management, LLC. On August 31, 2019, HashChain's liability to Bit.Management, LLC under the Colocation Agreements was approximately US$450,000.
On August 30, 2019, HashChain entered into an extension agreement with the Digihost shareholders extending the date before which the Digihost non-brokered private placement of units, consolidation of HashChain shares on a 40:1 basis and reverse takeover between HashChain and Digihost (collectively the “Transactions”) must close under the terms of the Share Exchange Agreement from August 31, 2019 to October 31, 2019.
On November 28, 2019, HashChain entered into a second extension agreement (the “Second Extension Agreement”) with the Digihost Shareholders extending the date before which the Transactions must close under the terms of the Share Exchange Agreement, from October 31, 2019 to February 29, 2020.
2020
On February 14, 2020, in connection with the reverse takeover transaction between HashChain and Digihost, Digihost entered into an agreement with Bit.Management, LLC, NYAM, LLC and BIT Mining International, LLC for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment, the transfer of the lease of the 1001 East Delavan facility in Buffalo, NY and transfer of a power contract for the supply of electricity at the facility. As consideration and immediately prior to the closing of the reverse takeover transaction, Digihost issued 104,000 Digihost common shares for an aggregate value of $2,704,000. On February 14, 2020, Digihost also entered into an agreement with BIT Mining International, LLC for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment located at a leased facility at 1001 East Delavan facility. As consideration and immediately prior to the closing of the reverse takeover, Digihost issued 60,000 Digihost common shares for an aggregate value of $1,560,000.
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On February 14, 2020, immediately prior to the completion of the reverse takeover between HashChain and Digihost, Digihost closed its non-brokered private placement for aggregate gross proceeds of $5,395,325 from the sale of 5,418,912 Digihost common share subscription receipts at a price of $0.96 per Digihost common share subscription receipt and 110,575 Digihost unit subscription receipts at a price of C$1.20 per Digihost unit subscription receipt.
On February 14, 2020, the reverse takeover between HashChain and Digihost was completed and HashChain changed its name to Digihost Technology Inc. In connection with the reverse takeover, all the issued and outstanding 6,530,560 HashChain common shares were exchanged for 6,530,560 SV Shares. In addition, all 5,693,487 Digihost common shares were exchanged for 33,412,490 SV Shares and 10,000 PV Shares of the Corporation. In addition, 130,611 common shares of the Corporation were issued to creditors of HashChain in settlement of outstanding debt. As a result of the reverse takeover completion, the Colocation Agreements were terminated and the Corporation was released from accrued liabilities owing under the Colocation Agreements.
On March 20, 2020, the Corporation temporarily ceased operations at its Buffalo, NY mining facility until the end of the month due to the COVID-19 pandemic. On April 07, 2020 the Corporation resumed operations at a 75% operating level in response to the COVID-19 pandemic.
On October 20, 2020, the Corporation acquired 180 Whatsminer M30S cryptocurrency miners adding 16.2 Ph of hashing power to the Corporation’s aggregate cryptocurrency mining output.
On December 7, 2020, the Corporation received TSXV approval to undertake, at the Corporation’s discretion, a Normal Course Issuer Bid program to purchase up to 2,003,683 SV Shares for cancellation.
On December 31, 2020, the Corporation announced the acquisition of Antminer S19 Pro 110TH miners, adding an additional 15.4 PH to the Corporation’s aggregate cryptocurrency mining output.
Anticipated Changes in the Corporation’s Business
Over the next 12 months, the Corporation intends to:
(a) extend its digital currency mining footprint through additional equity financings and the concurrent acquisition of additional Bitcoin mining rigs.
(b) Upon completion of the deployment of additional Bitcoin mining rigs, the Corporation expects to continue generating positive operating margins with a view to increasing these operating margins from both an increase in the price of Bitcoin and by pursuing opportunities to reduce power costs.
Significant Acquisitions
Within the last financial year, the Corporation has not engaged in any significant acquisitions of property, equipment or shares in the most recently completed financial year, ended December 31, 2019.
BUSINESS OF THE CORPORATION
The Corporation is a blockchain company primarily focused on Bitcoin mining. The Corporation’s mining facility is located in Buffalo, NY and is equipped with an 18.7 MVA 115,000 kilovolt ampere outdoor substation with an option to increase the power output to 42MVA.
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Risk Factors
Bitcoin Halving risk event
In May 2020, the Bitcoin block reward decreased from 12.5 to 6.25 Bitcoin per block as a result of the Bitcoin Halving event, and consequently the number of new Bitcoin issued to miners was reduced to approximately 900 per day.
The Bitcoin Halving may have a material impact on the Corporation’s profitability. Given that profitability is required for self-acting agents to perform Bitcoin mining to continue to support the validation of transactions, the expected impact of the Bitcoin Halving is that market variables of Bitcoin price and difficulty will adjust over time to ensure that the profitability of Bitcoin mining remains profitable. The period of market normalization after the Bitcoin Halving to incentivizing profitability levels is unknown. As a result, if Bitcoin price and difficulty do not adjust over time to pre-Bitcoin Halving profitability levels or the period of market normalization after the Bitcoin Halving to pre-Bitcoin Halving profitability levels is too long, there is a risk that the Bitcoin Halving will render the Corporation unprofitable for a sustained time period such that it could be unable to continue as a going concern.
COVID-19 pandemic risk
In March 2020, the World Health Organization declared COVID-19 a pandemic. The global response to the pandemic is constantly evolving, including various measures implemented at the global, national, state, provincial and local levels. The major impacts that COVID-19 is expected to have on the Corporation include potential increases in cryptocurrency price volatility, difficulty obtaining new financing due to global economic slowdown, and delays in receiving future orders of mining hardware and parts sourced from overseas. While the Corporation is expected to continue operating throughout the pandemic, government-imposed restrictions encouraging social distancing may impact the number of employees permitted to work in the mining facilities. A reduction in workforce in the mining facilities may reduce the Corporation’s ability to maximize operational efficiency.
The Corporation’s cryptocurrency inventory may be exposed to cybersecurity threats and hacks
As with any other computer code, flaws in the cryptocurrency codes have been exposed by certain malicious actors. Several errors and defects have been found and corrected, including those that disabled some functionality for users and exposed users’ information. Discovery of flaws in or exploitations of the source code that allow malicious actors to take or create money have been relatively rare.
Regulatory changes or actions may alter the nature of an investment in the Corporation or restrict the use of cryptocurrencies in a manner that adversely affects the Corporation’s operations
As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of the Corporation to continue to operate.
The effect of any future regulatory change on the Corporation or any cryptocurrency that the Corporation may mine is impossible to predict, but such change could be substantial and have a material adverse effect on the Corporation.
Governments may in the future curtail or outlaw the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency companies to additional regulation.
Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire, own, hold, sell, use or trade cryptocurrencies or to exchange cryptocurrencies for fiat currency. By extension, similar actions by other governments, may result in the restriction of the acquisition, ownership, holding, selling, use or trading in the SV Shares. Such a restriction could result in the Corporation liquidating its cryptocurrency inventory at unfavorable prices and may adversely affect the Corporation’s shareholders.
The value of cryptocurrencies may be subject to momentum pricing risk
Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Cryptocurrency market prices are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of cryptocurrencies, inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of the Corporation’s cryptocurrency inventory and thereby affect the Corporation’s shareholders.
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Cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure
To the extent that cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, this could result in a reduction in cryptocurrency prices.
Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, derivatives and other currencies. For example, during the past three years, a number of Bitcoin exchanges have been closed due to fraud, business failure or security breaches. In many of these instances, the customers of the closed Bitcoin exchanges were not compensated or made whole for the partial or complete losses of their account balances in such Bitcoin exchanges. While smaller exchanges are less likely to have the infrastructure and capitalization that provide larger exchanges with additional stability, larger exchanges may be more likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information or gain access to private computer systems) and may be more likely to be targets of regulatory enforcement action.
Banks may not provide banking services, or may cut off banking services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment
A number of companies that provide Bitcoin and/or other cryptocurrency-related services have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, a number of such companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to Bitcoin and/or other cryptocurrency-related companies or companies that accept cryptocurrencies for a number of reasons, such as perceived compliance risks or costs. The difficulty that many businesses that provide Bitcoin and/or other cryptocurrency-related services have and may continue to have in finding banks willing to provide them with bank accounts and other banking services may be currently decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies or could decrease its usefulness and harm its public perception in the future. Similarly, the usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks were to close the accounts of many or of a few key businesses providing Bitcoin and/or other cryptocurrency-related services. This could decrease the market prices of cryptocurrencies and adversely affect the value of the Corporation’s cryptocurrency inventory.
The impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain
Crises may motivate large-scale purchases of cryptocurrencies which could increase the price of cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior wanes, adversely affecting the value of the Corporation’s cryptocurrency inventory.
As an alternative to fiat currencies that are backed by central governments, cryptocurrencies, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of Bitcoins either globally or locally. Large-scale sales of cryptocurrencies would result in a reduction in their market prices and adversely affect the Corporation’s operations and profitability.
The further development and acceptance of the cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate
The use of cryptocurrencies to, among other things, buy and sell goods and services and complete other transactions, is part of a new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing, or stopping of the development or acceptance of developing protocols may adversely affect the Corporation’s operations. The factors affecting the further development of the industry, include, but are not limited to:
● | Continued worldwide growth in the adoption and use of cryptocurrencies; |
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● | Governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems; |
● | Changes in consumer demographics and public tastes and preferences; |
● | The maintenance and development of the open-source software protocol of the network; |
● | The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; |
● | General economic conditions and the regulatory environment relating to digital assets; and |
● | Negative consumer sentiment and perception of Bitcoins specifically and cryptocurrencies generally |
Acceptance and/or widespread use of cryptocurrency is uncertain
Currently, there is relatively small use of Bitcoins and/or other cryptocurrencies in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect the Corporation’s operations, investment strategies, and profitability.
As relatively new products and technologies, Bitcoin and its other cryptocurrency counterparts have not been widely adopted as a means of payment for goods and services by major retail and commercial outlets. Conversely, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short-term or long-term holding of cryptocurrencies.
The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services. A lack of expansion by cryptocurrencies into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in their market prices, either of which could adversely impact the Corporation’s operations, investment strategies, and profitability.
The Corporation may be required to sell its coins to pay for expenses
The Corporation may sell its coins to pay for expenses incurred, irrespective of then-current coin prices. Consequently, the Corporation’s coins may be sold at a time when the price is low, resulting in a negative effect on the Corporation’s profitability.
The Corporation’s operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in cryptocurrencies
The Corporation competes with other users and/or companies that are mining cryptocurrencies and other potential financial vehicles, possibly including securities backed by or linked to cryptocurrencies through entities similar to the Corporation. Market and financial conditions, and other conditions beyond the Corporation’s control, may make it more attractive to invest in other financial vehicles, or to invest in cryptocurrencies directly which could limit the market for the Corporation’s shares and reduce their liquidity.
The Corporation’s coins may be subject to loss, theft or restriction on access
There is a risk that some or all of the Corporation’s coins could be lost or stolen. Access to the Corporation’s coins could also be restricted by cybercrime (such as a denial of service attack) against a service at which the Corporation maintains a hosted online wallet. Any of these events may adversely affect the operations of the Corporation and, consequently, its investments and profitability.
The loss or destruction of a private key required to access the Corporation’s digital wallets may be irreversible. the Corporation’s loss of access to its private keys or its experience of a data loss relating to the Corporation’s digital wallets could adversely affect its investments.
Cryptocurrencies are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the network’s public Blockchain. The Corporation will publish the public key relating to digital wallets in use when it verifies the receipt of cryptocurrency transfers and disseminates such information into the network, but it will need to safeguard the private keys relating to such digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, the Corporation will be unable to access its coins and such private keys will not be capable of being restored by network. Any loss of private keys relating to digital wallets used to store the Corporation’s cryptocurrency could adversely affect its investments and profitability.
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Incorrect or fraudulent coin transactions may be irreversible
Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred coins may be irretrievable. As a result, any incorrectly executed or fraudulent coin transactions could adversely affect the Corporation’s investments.
Coin transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction. In theory, cryptocurrency transactions may be reversible with the control or consent of a majority of processing power on the network. Once a transaction has been verified and recorded in a block that is added to the Blockchain, an incorrect transfer of a coin or a theft of coin generally will not be reversible and the Corporation may not be capable of seeking compensation for any such transfer or theft. Although the Corporation’s transfers of coins will regularly be made by experienced members of the management team, it is possible that, through computer or human error, or through theft or criminal action, the Corporation’s coins could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts.
If the award of coins for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations
As the number of coins awarded for solving a block in the Blockchain decreases, the incentive for miners to continue to contribute processing power to the network will transition from a set reward to transaction fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions in the Blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for the relevant coins and prevent the expansion of the network to retail merchants and commercial businesses, resulting in a reduction in the price of the relevant cryptocurrency that could adversely impact the Corporation’s cryptocurrency inventory and investments.
In order to incentivize miners to continue to contribute processing power to the network, the network may either formally or informally transition from a set reward to transaction fees earned upon solving for a block. This transition could be accomplished either by miners independently electing to record on the blocks they solve only those transactions that include payment of a transaction fee or by the network adopting software upgrades that require the payment of a minimum transaction fee for all transactions. If transaction fees paid for the recording of transactions in the Blockchain become too high, the marketplace may be reluctant to accept network as a means of payment and existing users may be motivated to switch between cryptocurrencies or back to fiat currency. Decreased use and demand for coins may adversely affect their value and result in a reduction in the market price of coins.
If the award of coins for solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize miners, miners may cease expending processing power to solve blocks and confirmations of transactions on the Blockchain could be slowed temporarily. A reduction in the processing power expended by miners could increase the likelihood of a malicious actor or botnet obtaining control in excess of 50 percent of the processing power active on the Blockchain, potentially permitting such actor or botnet to manipulate the Blockchain in a manner that adversely affects the Corporation’s mining activities.
If the award of coins for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations. Miners ceasing operations would reduce collective processing power, which would adversely affect the confirmation process for transactions (i.e., decreasing the speed at which blocks are added to the Blockchain until the next scheduled adjustment in difficulty for block solutions) and make the network more vulnerable to a malicious actor or botnet obtaining control in excess of 50 percent of the processing power. Any reduction in confidence in the confirmation process or processing power of the network may adversely impact the Corporation’s mining activities, inventory of coins, and future investment strategies.
The price of coins may be affected by the sale of coins by other vehicles investing in coins or tracking cryptocurrency markets
To the extent that other vehicles investing in coins or tracking cryptocurrency markets form and come to represent a significant proportion of the demand for coins, large redemptions of the securities of those vehicles and the subsequent sale of coins by such vehicles could negatively affect cryptocurrency prices and therefore affect the value of the inventory held by the Corporation.
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Risk related to technological obsolescence and difficulty in obtaining hardware
To remain competitive, the Corporation will continue to invest in hardware and equipment required for maintaining the Corporation’s mining activities. Should competitors introduce new services/software embodying new technologies, the Corporation’s hardware and equipment and its underlying technology may become obsolete and require substantial capital to replace such equipment.
The increase in interest and demand for cryptocurrencies has led to a shortage of mining hardware as individuals purchase equipment for mining at home.
Equipment will require replacement from time to time. Shortages of graphics processing units may lead to unnecessary downtime as the Corporation searches for replacement equipment.
General Business Risks Related to the Corporation
Management Experience and Dependence on Key Personnel and Employees
The Corporation’s success is currently largely dependent on the performance of the Corporation’s directors and officers. Certain members of the Corporation’s management team have experience in the cryptocurrency industry, while others have experience in areas including financial management, corporate finance and sales and marketing. The experience of these individuals is a factor which will contribute to the Corporation’s continued success and growth. the Corporation will initially be relying on the Corporation’s board members, as well as independent consultants, for certain aspects of the Corporation’s business. The amount of time and expertise expended on the Corporation’s affairs by each of the Corporation’s management team and the Corporation’s directors will vary according to the Corporation’s needs. The Corporation does not intend to acquire any key man insurance policies and there is, therefore, a risk that the death or departure of any member of management, the Corporation’s board, or any key employee or consultant, could have a material adverse effect on the Corporation’s future. Investors who are not prepared to rely on the Corporation’s management team should not invest in the Corporation’s securities.
Uncertainty of Additional Funding
Further acquisitions of additional cryptocurrency mining rigs will require additional capital and the Corporation will require funds to continue to operate as a public company. There is no assurance that the Corporation will be successful in obtaining any required financing(s) or that such financing(s) will be available on terms acceptable to the Corporation. Any future financing(s) may also be dilutive to the Corporation’s existing shareholders at that time.
Uninsured or Uninsurable Risks
The Corporation intends to insure its operations in accordance with technology industry practice. However, given the novelty of cryptocurrency mining and associated businesses, such insurance may not be available, uneconomical for the Corporation, or the nature or level may be insufficient to provide adequate insurance cover. The Corporation may become subject to liability for hazards against which the Corporation cannot insure or against which the Corporation may elect not to insure because of high premium costs or for other reasons. The payment of any such liabilities would reduce or eliminate the funds available for operations. Payments of liabilities for which the Corporation does not carry insurance may have a material adverse effect on the Corporation’s financial position.
Dividend Risk
The Corporation does not anticipate paying dividends in the near future. The Corporation expects to retain earnings to finance further growth and, where appropriate, retire debt.
Share Price Volatility Risk
The Corporation’s SV Shares are listed on the TSXV. External factors outside of the Corporation’s control, such as announcements of quarterly variations in operating results, revenues and costs, and sentiments toward stocks, may have a significant impact on the market price of the SV Shares. Global stock markets, including the TSXV, have experienced extreme price and volume fluctuations from time to time. There can be no assurance that an active or liquid market will develop or be sustained for the SV Shares.
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Costs of Being a Publicly Traded Company
As the Corporation will have publicly-traded securities, significant legal, accounting and filing fees will continue to be incurred. Securities legislation and the rules and policies of the TSXV require publicly listed companies to, among other things, adopt corporate governance policies and related practices and to continuously prepare and disclose material information, all of which carry significant legal, financial and securities regulatory compliance costs.
Conflicts of Interest
Certain of the Corporation’s directors and officers are, and may continue to be, involved in the cryptocurrency industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of the Corporation. Situations may arise in connection with potential acquisitions or opportunities where the other interests of these directors and officers may conflict with the Corporation’s interests. Directors and officers of the Corporation with conflicts of interest will be subject to and must follow the procedures set out in applicable corporate and securities legislation, regulations, rules and policies. Notwithstanding this, there may be corporate opportunities which the Corporation is not able to procure due to a conflict of interest of one or more of the Corporation’s directors or officers.
Tax Risk
The Corporation will be subject to various taxes including, but not limited to the following: Canadian income tax; goods and services tax; provincial sales tax; land transfer tax; and payroll tax. The Corporation tax filings will be subject to audit by various taxation authorities. While the Corporation intends to base its tax filings and compliance on the advice of its tax advisors, there can be no assurance that its tax filing positions will never be challenged by a relevant taxation authority resulting in a greater than anticipated tax liability.
DIVIDENDS OR DISTRIBUTIONS
It is not expected that the Corporation will declare any dividends for the foreseeable future. The Corporation will have no restrictions on paying dividends, but if the Corporation generates earnings in the foreseeable future, it is expected that they will be retained to finance growth, if any. The Board will determine if and when dividends should be declared and paid in the future based upon the Corporation’s financial position at the relevant time. Holders of Corporation Shares are entitled to an equal share in any dividends declared and paid on the Corporation Shares.
CAPITAL STRUCTURE
The current capital structure of the Corporation is as follows:
Designation of Security | Number Authorized | Number outstanding | ||
Subordinate Voting Shares | Unlimited | 40,423,537 | ||
Proportionate Voting Shares(1) | Unlimited | 10,000 |
Notes:
(1) | Each PV Share is convertible into two-hundred (200) SV Shares. |
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MARKET FOR SECURITIES
The Corporation trades on the TSX Venture Exchange, under the ticker symbol “DGHI”.
The following table represents the price range and trading volume for the SV Shares for each month of trading on the TSX Venture Exchange following the completion of the February 14, 2020 reverse takeover to the end of the 2020 calendar year:
Price Range | ||||||||||||
Month | High (CDN$) | Low (CDN$) | Volume | |||||||||
February 24-28, 2020 | 1.20 | 0.32 | 302,080 | |||||||||
March 2020 | 0.40 | 0.145 | 784,630 | |||||||||
April 2020 | 0.285 | 0.15 | 894,965 | |||||||||
May 2020 | 0.285 | 0.20 | 576,578 | |||||||||
June 2020 | 0.26 | 0.16 | 1,184,760 | |||||||||
July 2020 | 0.23 | 0.15 | 912,361 | |||||||||
August 2020 | 0.24 | 0.165 | 850,354 | |||||||||
September 2020 | 0.185 | 0.10 | 814,133 | |||||||||
October 2020 | 0.22 | 0.09 | 940,530 | |||||||||
November 2020 | 0.385 | 0.165 | 2,599,494 | |||||||||
December 2020 | 1.07 | 0.345 | 3,418,210 |
ESCROWED SECURITIES
The following table lists, to the knowledge of the Corporation, securities of the Corporation owned by principals held in escrow pursuant to a Tier 2 surplus security escrow agreement with the Escrow Agent as of the February 14, 2020 closing date of the reverse takeover with Digihost:
Name and Municipality of Residence of Securityholder |
Designation
of Class |
Number
of Corporation securities
held in escrow |
Percentage
of class |
|||||||
Bit.Management, LLC(1)(2) Los Angeles, California |
SV Shares | 6,497,669 | 16.07 | % | ||||||
BIT Mining International, LLC(1)(2) Los Angeles, California |
SV Shares | 1,978,561 | 4.89 | % | ||||||
NYAM, LLC(1)(2) | SV Shares | 4,479,486 | 11.08 | % | ||||||
Los Angeles, California | PV Shares | 10,000 | 100.00 | % | ||||||
Michel Amar(2) Los Angeles, California |
Options | 250,000 | 0.61 | % | ||||||
Alec Amar(2) New York, New York |
Options | 250,000 | 0.61 | % | ||||||
Cindy Davis(2) Pickering, Ontario |
Options | 25,000 | 0.06 | % | ||||||
Jon Williams(2) Buffalo, New York |
Options | 150,000 | 0.37 | % | ||||||
Adam Rossman(2) | SV Shares | 36,366 | 0.09 | % | ||||||
Los Angeles, California | Options | 150,000 | 0.37 | % | ||||||
Gerard Guez(2) | SV Shares | 110,575 | 0.27 | % | ||||||
Beverly Hills, California | Warrants | 110,575 | 0.37 | % | ||||||
Options | 150,000 | 0.37 | % | |||||||
Gerard Rotonda(2) New York, New York |
Options | 150,000 | 0.37 | % | ||||||
Manish Kshatriya(2) Toronto, Ontario |
Options | 150,000 | 0.37 | % | ||||||
Vincent Garibaldi(2) Montreal, Quebec |
Options | 150,000 | 0.37 | % | ||||||
Donald Christie(2) Toronto, Ontario |
Options | 150,000 | 0.37 | % | ||||||
Geoffrey Browne(2) Toronto, Ontario |
Options | 150,000 | 0.37 | % |
Notes:
(1) | Bit.Management, LLC, BIT Mining International, LLC and NYAM, LLC are each controlled by Michel Amar, CEO of Digihost. Mr. Amar is also the CEO of Bit.Management, LLC, BIT Mining International, LLC and NYAM, LLC. |
(2) | Corporation Shares held by the principal individuals subject to a Tier 2 surplus security escrow agreement. |
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The escrowed securities of the above individuals are held pursuant to a Tier 2 surplus security escrow agreement with the following release schedule:
1. | 5% released on February 14, 2020 |
2. | 5% released on August 14, 2020 |
3. | 10% to be released on February 14, 2021 |
4. | 10% to be released on August 14, 2021 |
5. | 15% to be released on February 14, 2022 |
6. | 15% to be released on August 14, 2022 |
7. | 40% to be released on February 14, 2023 |
The following table lists, to the knowledge of the Corporation, securities of the Corporation held in escrow pursuant to a Tier 2 value security escrow agreement with the Escrow Agent as of the February 14, 2020 closing date of the reverse takeover with Digihost:
Name and Municipality of Residence of Securityholder |
Designation
of Class |
Number
of Corporation securities
held in escrow |
Percentage
of class |
|||||||
27
Squared, LLC
New York, NY |
SV Shares | 2,751,077 | 6.81 | % | ||||||
089623
BC Ltd.
Vancouver, BC |
SV Shares | 1,909,207 | 4.72 | % | ||||||
Anaya
Capital Ltd.
Dubai, UAE |
SV Shares | 2,898,359 | 7.17 | % | ||||||
Annie
Campbell
Los Angeles, CA |
SV Shares | 36,366 | 0.09 | % | ||||||
Anthony
Benoit
Marseille, France |
SV Shares | 104,552 | 0.26 | % | ||||||
Arleen
Cohen
North Woodmere, NY |
SV Shares | 136,372 | 0.34 | % | ||||||
Caerus
Investment Holdings Ltd.
Dubai, UAE |
SV Shares | 3,229,288 | 7.99 | % | ||||||
Chuck
Pacheco
Beverly Hills, CA |
SV Shares | 90,915 | 0.22 | % | ||||||
Darryn
Garson
New York, NY |
SV Shares | 54,549 | 0.13 | % | ||||||
Fred Banjout
Marrakech, Morocco |
SV Shares | 363,659 | 0.90 | % | ||||||
Logan
Maggiolino
Frameries, Belgium |
SV Shares | 309,110 | 0.76 | % | ||||||
Marc Garson
New York, NY |
SV Shares | 140,918 | 0.35 | % | ||||||
Marie
Trasolini
Vancouver, BC |
SV Shares | 927,329 | 2.29 | % | ||||||
Natasha
Collins
Surrey, BC |
SV Shares | 43,537 | 0.11 | % | ||||||
Patrick
Gray
Niskayuna, NY |
SV Shares | 43,537 | 0.11 | % | ||||||
Paul Ciullo
Albany, NY |
SV Shares | 43,537 | 0.11 | % | ||||||
Remy Giovannacci
Paris, France |
SV Shares | 309,110 | 0.76 | % | ||||||
Reunion
Trading Company Limited
Tsimshatsui, Hong Kong |
SV Shares | 927,329 | 2.29 | % | ||||||
Ryan Trasolini
Dubai, UAE |
SV Shares | 2,491,061 | 6.16 | % | ||||||
Serge
Choukroun
Mid-Levels, Hong Kong |
SV Shares | 90,915 | 0.22 | % | ||||||
Sungwoo
Kim
La Miranda, CA |
SV Shares | 36,366 | 0.09 | % |
The escrowed securities of the above individuals are held pursuant to a Tier 2 value security escrow agreement with the
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The escrowed securities of the above individuals are held pursuant to a Tier 2 value security escrow agreement with the following release schedule:
1. | 10% released on February 14, 2020 |
2. | 15% released on August 14, 2020 |
3. | 15% to be released on February 14, 2021 |
4. | 15% to be released on August 14, 2021 |
5. | 15% to be released on February 14, 2022 |
6. | 15% to be released on August 14, 2022 |
7. | 15% to be released on February 14, 2023 |
The escrowed securities may not be sold, assigned, transferred, redeemed, surrendered or otherwise dealt with in any manner except provided by the Corporation escrow agreements. Escrowed securities may be transferred within escrow to an individual who is a director or senior officer of the Corporation or a material operating subsidiary of the Corporation, provided that certain requirements of the Exchange are met, including that the new proposed transferee agrees to be bound by the terms of the agreement. In the event of bankruptcy of, the holder of escrowed securities held by the escrowed shareholder may be transferred within escrow to the trustee in bankruptcy or other person legally entitled to such escrowed securities provided that certain prescribed Exchange requirements are met. Escrowed securities may also be transferred within escrow by an escrowed shareholder to a registered retirement savings plan (“RRSP”) or a registered retirement income fund (“RRIF”) provided that the Exchange receives proper notice of the same, the escrowed shareholder is the sole beneficiary of the RRSP or RRIF and the trustee of the RRSP or RRIF agrees to be bound by the terms of the Corporation escrow agreements. In the event of the death of an escrowed shareholder, the escrowed securities shall be released to the legal representatives of the deceased holder thereof.
DIRECTORS AND OFFICERS
The following table sets out, for each of the Corporation’s directors and executive officers, the person’s name, province and country of residence, positions with the Corporation, and principal occupation. Each director will hold office until the next annual meeting of the Corporation unless his or her office is earlier vacated:
Name and Municipality of Residence | Principal Occupations for Last Five Years | Position | Number and percentage of Shares | |||||||
Michel
Amar
Los Angeles, California |
President, NYAM LLC | CEO, Chairman, Director and Promoter | SV Shares | 12,955,716 | 32.05% | |||||
PV Shares | 10,000 | 100% | ||||||||
Options | 750,000 | 1.82% | ||||||||
Alec
Amar
New York, New York |
President, Bit.Management, LLC (2018 to present) | President and Director | SV Shares | 136,002 | N/A | |||||
Options | 550,000 | 1.34% | ||||||||
Cindy
Davis
Pickering, Ontario |
Senior Financial Analyst, Marrelli Support Services Inc. (2008 to present) | CFO, Corporate Secretary | SV Shares | Nil | N/A | |||||
Options | 25,000 | 0.06% | ||||||||
Jon Williams Buffalo, New York |
Founder and Director, OSC Holding Inc. (1997 to present) | Director | SV Shares | Nil | N/A | |||||
Options | 225,000 | 0.55% | ||||||||
Adam
Rossman
Los Angeles, California |
Business and Real Estate Attorney | Director | SV Shares | 36,366 | 0.09% | |||||
Options | 225,000 | 0.55% | ||||||||
Manish
Kshatriya
Toronto, Ontario |
Managing Director, MZK Advisors Inc. (2016 to present); President, CEO and CFO, Liberty Silver Corp. (2014 to 2016) | Director | SV Shares | Nil | N/A | |||||
Options | 225,000 | 0.55% | ||||||||
Gerard Rotonda New York, New York |
Co-Founder and Partner, MMR Development (2018 to present); CFO and Executive Committee Member, Deutsche Bank Wealth, Management Americas (2011 to 2018) | Director | SV Shares | Nil | N/A | |||||
Options | 225,000 | 0.55% | ||||||||
Gerard Guez Beverly Hills, California |
Chairman and Founder, Sunrise Brands (1988 to present) | Director | SV Shares | 110,575 | 0.27% | |||||
Warrants | 110,575 | 0.27% | ||||||||
Options | 225,000 | % | ||||||||
Donald
Christie
Toronto, Ontario |
CEO, President and Director, Norvista Capital Corporation (2011 to present) | Director | SV Shares | Nil | N/A | |||||
Options | 225,000 | 0.55% | ||||||||
Geoffrey
Browne
Toronto, Ontario |
Managing Partner, MWI & Partners (1996 to present) | Director | SV Shares | Nil | N/A | |||||
Options | 225,000 | 0.55% |
Notes:
(1) | On a non-diluted basis, as a group the directors and officers of the Corporation will own 13,238,659 Corporation Shares for 32.75% of the total issued and outstanding Corporation Shares. |
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Cease Trade Orders, Bankruptcies, Penalties or Sanctions
Cease Trade Orders
Other than as disclosed below, to the knowledge of the Corporation as at the date of this AIF and within the ten years before the date of this AIF, no director or officer or proposed director of the Corporation is or has been a director or officer of any company (including the Corporation), that while that person was acting in that capacity:
a) | was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemptions under securities legislation, for a period of more than 30 consecutive days; |
b) | was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemptions under securities legislation, for a period of more than 30 consecutive days; or |
c) | became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted and proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. |
Geoffrey Browne served as Chairman and Chief Executive Officer of Liberty Silver Corp. (“Liberty Silver”) from December 2012 to December 2014 and Manish Kshatriya served as Chief Financial Officer and Secretary of Liberty Silver from January 2012 to October 2016 and as interim Chief Executive Officer and Director of Liberty Silver from December 2014 to October 2016.
On October 5, 2012, Liberty Silver was named in an Order of Suspension of Trading (the “Order”) from the US Securities and Exchange Commission (the “SEC”). Pursuant to the Order, trading in Liberty Silver’s securities was suspended from October 5, 2012 through to October 18, 2012. Furthermore, effective October 11, 2012, Liberty Silver had its stock quotation under the symbol “LBSV” removed from the OTC Bulletin Board (the “OTCBB”) as it became ineligible for quotation on OTCBB due to quoting inactivity under SEC Rule 15c2-11. On October 12, 2012, the Ontario Securities Commission (the “OSC”) issued a cease trade order providing that trading in the securities of Liberty Silver (excepting issuances from treasury) shall cease until 11:59 pm EST on October 18, 2012 (the “OSC Order”). The OSC Order was effective for the same time frame as the Order of Suspension of Trading imposed by the SEC. On October 19, 2012, the cease trade orders imposed by the SEC and the OSC expired. Trading in the common shares of Liberty Silver on the TSX in Canada resumed on Monday, October 22, 2012. The common shares were not immediately listed, traded or quoted on any of the OTC Markets.
Personal Bankruptcies
To the knowledge of the Corporation, no director or officer of the Corporation, or a personal holding company of any of them, has, within the ten years prior to the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver manager or trustee appointed to hold the assets of that individual.
Penalties or Sanctions
To the knowledge of the Corporation, no proposed director or officer of the Corporation has:
a) | been subject to any penalties or sanctions imposed by a court relating to securities legislation by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or |
b) | been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable security holder. |
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Conflicts of Interest
To the knowledge of the Corporation, no proposed director, officer or promoter of the Corporation has any existing or potential material conflicts of interests as a result of their outside business interests. Conflicts of interest, if any, will be subject to and will be resolved in accordance with, the procedures and remedies under the BCBCA.
AUDIT COMMITTEE INFORMATION
The Audit Committee will oversee the accounting and financial reporting practices and procedures of the Corporation and the audits of the Corporation’s financial statements. The principal responsibilities of the Audit Committee are expected to include: (i) overseeing the quality and integrity of the internal controls and accounting procedures of the Corporation, including review the Corporation’s procedures for internal control with the Corporation’s auditor and chief financial officer; (ii) reviewing and assessing the quality and integrity of the Corporation’s annual and quarterly financial statements and related management discussion and analysis, as well as all other material continuous; (iii) monitoring compliance with legal and regulatory requirements related to financial reporting; (iv) reviewing and approving the engagement of the auditor of the Corporation and independent audit fees; (v) reviewing the qualifications, performance and independence of the auditor of the Corporation, considering the auditor’s recommendations and managing the relationship with the auditor, including meeting with the auditor as required in connection with the audit services provided to the Corporation; (vi) assessing the Corporation’s financial and accounting personnel; (vii) reviewing the Corporation’s risk management procedures; (viii) reviewing any significant transactions outside the Corporation’s ordinary course of business and any pending litigation involving the Corporation; and (ix) examining improprieties or suspected improprieties with respect to accounting and other matters that affect financial reporting.
Audit Committee Charter
The full text of the charter of the Audit Committee is attached as Schedule “A” to this AIF.
Composition of the Audit Committee
The Audit Committee of the Corporation is comprised of Donald Christie (Chair), Adam Rossman and Alec Amar. Messrs. Christie and Rossman are “independent” within the meaning of National Instrument 52-110 – Audit Committees. Mr. Amar is not considered “independent” due to being an officer of the Corporation. In addition, each Audit Committee member is “financially literate”, within the meaning of National Instrument 52-110 – Audit Committees and possess education or experience that is relevant for the performance of their responsibilities as Audit Committee members.
The following table summarizes the relevant education and experience of the members of the Audit & Risk Committee:
Name of Member | Education | Experience | ||
Donald Christie (Chair) |
B.Com, Queen’s University
CPA designation
|
CEO and Director of Norvista Capital Corporation (2011 to present));
CFO and Director of Nevada Zinc Corporation (2011 to present);
|
||
Adam Rossman |
B.A, University of California at Berkley
JD, Loyola Law School
M.A, University of California at Berkley
|
Business and real estate attorney | ||
Alec Amar | B.A, University of Southern California | President, Bit.Management, LLC (2018 to present) |
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PROMOTERS
Michel Amar is considered a promoter of the Corporation through his initiative in founding and organizing Digihost. Michel Amar holds in the aggregate 12,955,716 SV Shares and 10,000 PV Shares representing 32.05% of the issued and outstanding SV Shares on a non-diluted basis and 100% of the issued and outstanding PV Shares on a non-diluted basis, respectively. In addition, Michel Amar holds in the aggregate 750,000 options of the Corporation.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
The Corporation is not currently a party to any actual or pending legal proceedings or regulatory actions which would materially affect the Corporation, nor is the Corporation currently contemplating any legal proceedings, which are material to its business or of which any of its assets are likely to be subject. Furthermore, the Corporation is not aware of any such proceeding known to be contemplated or threatened which would materially affect the Corporation.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Other than as described in this AIF, no director, executive officer, person or corporation that beneficially owns, or controls, or directs, directly or indirectly, more than 10% of the Common Shares or any associate or affiliate of any such person or corporation, has or had any material interest, direct or indirect, in any transaction either within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Corporation.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Corporation is Computershare Investor Services Inc., 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, V6C 3B9.
MATERIAL CONTRACTS
The following material contracts of the Corporation were either entered into during the last financial year or entered into prior to the last financial year and still in effect:
1. | Lease agreement dated June 4, 2018 between East Delavan Property, LLC (“East Delavan”) as “Landlord” and Bit.Management, LLC (the “Tenant” under the Lease Agreement, as the context requires) was assigned by Bit.Management, LLC to Digihost prior to completion of the February 14, 2020 reverse takeover. The agreement is comprised of the warehouse lease agreement for the Buffalo warehouse (the Buffalo Warehouse is a single facility divided into two separate sections) and the substation lease addendum, used for cryptocurrency mining operations located in Buffalo, NY. The warehouse lease agreement has a term of five years at an annual rental cost of US$350,000 and annual maintenance of US$105,000 (with an annual increase in rent and maintenance of 1%), commencing on June 4, 2018 and expiring on July 1, 2023, at which point the Tenant has the option to renew the lease for an additional five years. Pursuant to the warehouse lease agreement, the Tenant shall have the option commencing after the third year of the lease, and continuing up until the expiration, to purchase an approximately 240,000 square foot portion of the Buffalo warehouse for the price of US$3,272,000. The substation lease addendum is for an 115,000 KVA outdoor substation at the Buffalo warehouse, used to provide power for cryptocurrency mining operations. The cost of the substation lease is US$100 per month, triple-net. Pursuant to the substation lease addendum, if the Tenant exercises the purchase option under the warehouse lease agreement, the substation lease addendum will automatically convert to a forty-nine (49) year term with three additional ten (10) year extensions at the option of the Tenant. |
2. | The energy contract dated February 6, 2018 between EnergyMark LLC (“EnergyMark”) and Bit.Management, LLC was assigned by Bit.Management, LLC to Digihost (the “Buyer” under the Energy Contract, as the context requires) prior to completion of the February 14, 2020 reverse takeover. EnergyMark is the provider of power under the contract. There is no cap to the amount of power that the Buyer can purchase under the contract. For all quantities of power used by the Buyer, the price that the Buyer shall pay EnergyMark per kWh shall be a price which is updated every hour, the “NYISO Zone-A Real-Time Price”, plus US$0.001/kWh. Pursuant to the terms of the contract, the Buyer has the option to request a “forward price” for all or any portion of the power that the Buyer will purchase under the contract for the upcoming month and for any subsequent months, and the Buyer’s request shall designate the fixed quantity of power that the Buyer shall purchase at a fixed price agreed to by the Buyer and EnergyMark. The Buyer has fixed the price of power to be paid to EnergyMark as at the date hereof at US$0.0399/kWh until the end of December 2019. For the period of June 2018 through May 2019, Bit.Management, LLC paid a fixed price of US$0.0399/kWh. |
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INTERESTS OF EXPERTS
Names of Experts
Clearhouse LLP, Suite 527 2560 Matheson Blvd E, Mississauga, Ontario L4W 4Y9, prepared the auditor’s report for the audited financial statements of Digihost for the year ended December 31, 2019 and period from incorporation to December 31, 2018.
Manning Elliot LLP, 17th Floor, 1030 West Georgia St., Vancouver, British Columbia, V6E 2Y3, prepared the auditor’s report for the audited financial statements of HashChain for the years ended August 31, 2019 and 2018.
Interest of Experts
No person or company who is named as having prepared or certified a part of this AIF or prepared or certified a report or valuation described or included in this AIF has any direct or indirect interest in the Corporation.
ADDITIONAL INFORMATION
Additional financial information is provided in the Corporation’s audited annual financial statements and the management’s discussion and analysis for its most recently completed financial year. Other additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of securities of the Corporation and securities authorized for issuance under equity compensation plans, may be found in the management information circular of the Corporation for its most recent meeting of shareholders. These documents and other additional information relating to the Corporation may be found on SEDAR at www.sedar.com.
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SCHEDULE “A” - AUDIT & RISK COMMITTEE CHARTER
The following is the text of the Audit Committee Charter of Digihost Technology Inc.:
I. | MANDATE |
The Audit Committee (the "Committee") of the Board of Directors (the "Board") of Digihost Technology Inc. (the "Company") shall assist the Board in fulfilling its financial oversight responsibilities. The Committee's primary duties and responsibilities under this mandate are to serve as an independent and objective party to monitor:
1. | The quality and integrity of the Company's financial statements and other financial information; |
2. | The compliance of such statements and information with legal and regulatory requirements; |
3. | The qualifications and independence of the Company's independent external auditor (the "Auditor"); and |
4. | The performance of the Company's internal accounting procedures and Auditor. |
II. | STRUCTURE AND OPERATIONS |
A. | Composition |
The Committee shall be comprised of three members, a majority of which shall be independent.
B. | Qualifications |
Each member of the Committee must be a member of the Board.
A majority of the members of the Committee shall not be officers or employees of the Company or of an affiliate of the Company.
Each member of the Committee must be able to read and understand fundamental financial statements, including the Company's balance sheet, income statement, and cash flow statement.
C. | Appointment and Removal |
In accordance with the By-laws of the Company, the members of the Committee shall be appointed by the Board and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation or removal. Any member of the Committee may be removed, with or without cause, by a majority vote of the Board.
D. | Chair |
Unless the Board shall select a Chair, the members of the Committee shall designate a Chair by the majority vote of all of the members of the Committee. The Chair shall call, set the agendas for and chair all meetings of the Committee.
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E. | Sub-Committees |
The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that a decision of such subcommittee to grant a pre-approval shall be presented to the full Committee at its next scheduled meeting.
F. | Meetings |
The Committee shall meet at least once in each fiscal year, or more frequently as circumstances dictate. The Auditor shall be given reasonable notice of, and be entitled to attend and speak at, each meeting of the Committee concerning the Company's annual financial statements and, if the Committee feels it is necessary or appropriate, at every other meeting. On request by the Auditor, the Chair shall call a meeting of the Committee to consider any matter that the Auditor believes should be brought to the attention of the Committee, the Board or the shareholders of the Company.
At each meeting, a quorum shall consist of a majority of members that are not officers or employees of the Company or of an affiliate of the Company.
As part of its goal to foster open communication, the Committee may periodically meet separately with each of management and the Auditor to discuss any matters that the Committee believes would be appropriate to discuss privately. In addition, the Committee should meet with the Auditor and management annually to review the Company's financial statements in a manner consistent with Section Ill of this Charter.
The Committee may invite to its meetings any director, any manager of the Company, and any other person whom it deems appropriate to consult in order to carry out its responsibilities. The Committee may also exclude from its meetings any person it deems appropriate to exclude in order to carry out its responsibilities.
Ill. | DUTIES |
A. | Introduction |
The following functions shall be the common recurring duties of the Committee in carrying out its purposes outlined in Section I of this Charter. These duties should serve as a guide with the understanding that the Committee may fulfill additional duties and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern which the Committee in its sole discretion deems appropriate for study or investigation by the Committee.
The Committee shall be given full access to the Company's internal accounting staff, managers, other staff and Auditor as necessary to carry out these duties. While acting within the scope of its stated purpose, the Committee shall have all the authority of, but shall remain subject to, the Board.
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B. | Powers and Responsibilities |
The Committee will have the following responsibilities and, in order to perform and discharge these responsibilities, will be vested with the powers and authorities set forth below, namely, the Committee shall:
Independence of Auditor
1) | Review and discuss with the Auditor any disclosed relationships or services that may impact the objectivity and independence of the Auditor and, if necessary, obtain a formal written statement from the Auditor setting forth all relationships between the Auditor and the Company, consistent with Independence Standards Board Standard 1. |
2) | Take, or recommend that the Board take, appropriate action to oversee the independence of the Auditor. |
3) | Require the Auditor to report directly to the Committee. |
4) | Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the Auditor and former independent external auditor of the Company. |
Performance & Completion by Auditor of its Work
5) | Be directly responsible for the oversight of the work by the Auditor (including resolution of disagreements between management and the Auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. |
6) | Review annually the performance of the Auditor and recommend the appointment by the Board of a new, or re-election by the Company's shareholders of the existing, Auditor. |
7) | Pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by the Auditor unless such non-audit services: |
(a) | which are not pre-approved, are reasonably expected not to constitute, in the aggregate, more than 5% of the total amount of revenues paid by the Company to the Auditor during the fiscal year in which the non-audit services are provided; |
(b) | were not recognized by the Company at the time of the engagement to be non-audit services; and |
(c) | are promptly brought to the attention of the Committee by Management and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee. |
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Internal Financial Controls & Operations of the Company
8) | Establish procedures for: |
(a) | the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and |
(b) | the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. |
Preparation of Financial Statements
9) | Discuss with management and the Auditor significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including any significant changes in the Company's selection or application of accounting principles, any major issues as to the adequacy of the Company's internal controls and any special steps adopted in light of material control deficiencies. |
10) | Discuss with management and the Auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise material issues regarding the Company's financial statements or accounting policies. |
11) | Discuss with management and the Auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company's financial statements. |
12) | Discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies. |
13) | Discuss with the Auditor the matters required to be discussed relating to the conduct of any audit, in particular: |
(i) | The adoption of, or changes to, the Company's significant auditing and accounting principles and practices as suggested by the Auditor or management. |
(ii) | Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any significant disagreements with management. |
Public Disclosure by the Company
14) | Review the Company's annual and quarterly financial statements, management discussion and analysis (MD&A), annual information form, and management information circular before the Board approves and the Company publicly discloses this information. |
15) | Review the Company's financial reporting procedures and internal controls to be satisfied that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from its financial statements, other than disclosure described in the previous paragraph, and periodically assessing the adequacy of those procedures. |
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16) | Review any disclosures made to the Committee by the Company's Chief Executive Officer and Chief Financial Officer during their certification process of the Company's financial statements about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company's internal controls. |
Manner of Carrying Out its Mandate
17) | Consult, to the extent it deems necessary or appropriate, with the Auditor but without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements. |
18) | Request any officer or employee of the Company or the Company's outside counsel or Auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. |
19) | Meet, to the extent it deems necessary or appropriate, with management and the Auditor in separate executive sessions at least quarterly. |
20) | Have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other consultants to advise the Committee advisors. |
21) | Make regular reports to the Board. |
22) | Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. |
23) | Annually review the Committee's own performance. |
24) | Provide an open avenue of communication among the Auditor the Board. |
25) | Not delegate these responsibilities other than to one or more independent members of the Committee the authority to pre-approve, which the Committee must ratify at its next meeting, non-audit services to be provided by the Auditor. |
C. | Limitation of Audit Committee's Role |
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the Auditor.
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Exhibit 99.50
Form 52-109F1 – AIF
Certification of annual filings
in connection with voluntarily filed AIF
This certificate is being filed on the same date that Digihost Technology Inc. (the “issuer”) has voluntarily filed an AIF.
I, Cindy Davis, Chief Financial Officer of Digihost Technology Inc., certify the following:
1. | Review: I have reviewed the AIF, annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended December 31, 2019. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. |
Date: January 20, 2021
(signed) “Cindy Davis” | |
Cindy Davis | |
Chief Financial Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 99.51
Form 52-109F1 – AIF
Certification of annual filings
in connection with voluntarily filed AIF
This certificate is being filed on the same date that Digihost Technology Inc. (the “issuer”) has voluntarily filed an AIF.
I, Michel Amar, Chief Executive Officer of Digihost Technology Inc., certify the following:
1. | Review: I have reviewed the AIF, annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended December 31, 2019. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. |
Date: January 20, 2021
(signed) “Michel Amar” | |
Cindy Davis | |
Chief Executive Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 99.52
A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in the provinces of British Columbia, Alberta, and Ontario, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the final short form base shelf prospectus is obtained from the securities regulatory authorities.
This preliminary short form prospectus is a base shelf prospectus. This preliminary short form base shelf prospectus has been filed under legislation in the provinces of British Columbia, Alberta, and Ontario, that permits certain information about these securities to be determined after this short form base shelf prospectus has become final and that permits the omission from this short form base shelf prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This preliminary short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.
The securities offered under this preliminary short form prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States of America or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available. This preliminary short form prospectus does not constitute an offer to sell or a solicitation or an offer to buy any of the securities offered hereby within the United States or to, or for the benefit of, U.S. persons. See “Plan of Distribution”.
Information contained herein is subject to completion or amendment. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Information has been incorporated by reference in this preliminary short form base shelf prospectus from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Digihost Technology Inc. at 595 Howe St., 10th Floor, Vancouver, BC V6C 2T5, and are also available electronically at www.sedar.com.
PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS
New Issue | January 28, 2021 |
DIGIHOST TECHNOLOGY INC.
US$125,000,000
Subordinate Voting Shares
Warrants
Subscription Receipts
Units
Debt Securities
Share Purchase Contracts
This preliminary short form base shelf prospectus relates to the offering for sale from time to time, during the 25-month period that this prospectus, including any amendments hereto, remains effective, of the securities of Digihost Technology Inc. (the “Company”, “Digihost”, “we” or “our”) listed above in one or more series or issuances, with a total offering price of such securities, in the aggregate, of up to US$125,000,000 (or the equivalent thereof in Canadian dollars or one or more foreign currencies or composite currencies). The securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the sale and set forth in an accompanying prospectus supplement.
In addition, the securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Company or a subsidiary of the Company. The consideration for any such acquisition may consist of any of the securities separately, a combination of securities or any combination of, among other things, securities, cash and the assumption of liabilities.
The subordinate voting shares of the Company (“SV Shares”) are listed for trading on the TSX Venture Exchange (the “TSXV”) under the trading symbol “DGHI”. On January 27, 2021, being the last complete trading day prior to the date hereof, the closing price of the SV Shares on the TSXV was C$0.67.
Unless otherwise specified in an applicable prospectus supplement, warrants, subscription receipts, units, debt securities and share purchase contracts will not be listed on any securities or stock exchange or on any automated dealer quotation system. There is currently no market through which the Company’s securities, other than the SV Shares, may be sold and purchasers may not be able to resell such securities purchased under this short form prospectus. This may affect the pricing of the Company’s securities, other than the SV Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of the Company’s securities and the extent of issuer regulation. See “Risk Factors”.
i
|
Acquiring the Company’s securities may subject prospective purchasers to tax consequences in Canada. This prospectus or any applicable prospectus supplement may not describe these tax consequences fully. Prospective purchasers should read the tax discussion in any applicable prospectus supplement with respect to any particular offering and consult their own tax advisor with respect to their own particular circumstances.
No underwriter has been involved in the preparation of this prospectus or performed any review of the contents of this prospectus.
This prospectus constitutes a public offering of the securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the securities in such jurisdiction. All applicable information permitted under securities legislation to be omitted from this prospectus that has been so omitted will be contained in one or more prospectus supplements that will, be delivered to purchasers together with this prospectus. Each prospectus supplement will be incorporated by reference into this prospectus for the purposes of securities legislation as of the date of the prospectus supplement and only for the purposes of the distribution of the securities to which the prospectus supplement pertains. Prospective purchasers should read this prospectus and any applicable prospectus supplement carefully before investing in any securities issued pursuant to this prospectus. The Company’s securities may be sold pursuant to this prospectus through underwriters or dealers or directly or through agents designated from time to time at amounts and prices and other terms determined by Digihost.
A prospectus supplement will set out the names of any underwriters, dealers or agents involved in the sale of the Company’s securities, the amounts, if any, to be purchased by underwriters, the plan of distribution for such securities, including the net proceeds the Company expect to receive from the sale of such securities, if any, the amounts and prices at which such securities are sold and the compensation of such underwriters, dealers or agents.
Investment in the securities being offered is highly speculative and involves significant risks that you should consider before purchasing such securities. Prospective purchasers should carefully review the risks outlined in this prospectus (including any prospectus supplement) and in the documents incorporated by reference as well as the information under the heading “Cautionary Note Regarding Forward-Looking Statements” and consider such risks and information in connection with an investment in the securities. See “Risk Factors”.
The specific terms of the securities with respect to a particular offering will be set out in one or more prospectus supplements and may include, where applicable: (i) in the case of SV Shares, the number of SV Shares offered, the offering price and any other specific terms; (ii) in the case of warrants, the offering price, the designation, number and terms of the SV Shares or debt securities issuable upon exercise of the warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the warrants are issued and any other specific terms; (iii) in the case of subscription receipts, the number of subscription receipts being offered, the offering price, the procedures for the exchange of the subscription receipts for SV Shares, debt securities or warrants, as the case may be, and any other specific terms; (iv) in the case of debt securities, the specific designation, the aggregate principal amount, the currency or the currency unit for the debt securities being offered, the maturity, the interest provisions, the authorized denominations, the offering price, the covenants, the events of default, any terms for redemption or retraction, any exchange or conversion terms, whether the debt securities are secured, affiliate-guaranteed, senior or subordinated and any other terms specific to the debt securities being offered; (v) in the case of units, the designation, number and terms of the SV Shares, warrants, subscription receipts, share purchase contracts or debt securities comprising the units; and (vi) in the case of share purchase contracts, whether the share purchase contracts obligate the holder to purchase or sell or both purchase and sell SV Shares, whether the share purchase contracts are to be prepaid or not or paid in instalments, any conditions upon which the purchase or sale will be contingent and the consequences if such conditions are not satisfied, whether the share purchase contracts are to be settled by delivery, any provisions relating to the settlement of the share purchase contracts, the date or dates on which the sale or purchase must be made, whether the share purchase contracts will be issued in fully registered or global form and the material income tax consequences of owning, holding and disposing of the share purchase contracts. Where required by statute, regulation or policy, and where securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the securities will be included in the prospectus supplement describing the securities.
Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process. The Company’s subsidiary, namely Digihost International, Inc. is incorporated under laws of the State of Delaware and some of the Company’s directors, namely: Michel Amar, Alec Amar, Jon Williams, Adam Rossman, Gerard Rotonda, and Gerard Guez reside outside of Canada and have appointed Peterson McVicar LLP at its registered office (see “Agent for Service of Process”) as their agent for service of process in Canada.
The Company’s registered office is located at 595 Howe St., 10th Floor, Vancouver, BC V6C 2T5.
Investors should rely only on the information contained in or incorporated by reference into this prospectus and any applicable prospectus supplement. The Company has not authorized anyone to provide investors with different information. The Company will not make an offer of these securities in any jurisdiction where the offer or sale is not permitted. Investors should not assume that the information contained in this prospectus is accurate as of any date other than the date on the face page of this prospectus, the date of any applicable prospectus supplement or the date of any documents incorporated by reference herein.
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TABLE OF CONTENTS
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You should rely only on the information contained or incorporated by reference in this prospectus and any applicable prospectus supplement. The Company has not authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. The Company ais not making an offer to sell or seeking an offer to buy the securities offered pursuant to this prospectus in any jurisdiction where the offer or sale is not permitted. The purchaser should assume that the information contained in this prospectus and any applicable prospectus supplement is accurate only as of the date on the front of such document and that information contained in any document incorporated by reference is accurate only as of the date of that document, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or of any sale of the Company’s securities pursuant thereto. The Company’s business, financial condition, results of operations and prospects may have changed since those dates.
Market data and certain industry forecasts used in this prospectus and any applicable prospectus supplement, and the documents incorporated by reference in this prospectus and any applicable prospectus supplement, were obtained from market research, publicly available information and industry publications. The Company believes that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. The Company has not independently verified such information, and the Company does not make any representation as to the accuracy of such information.
In this prospectus and any prospectus supplement, unless otherwise indicated, all dollar amounts and references to “US$” are to U.S. dollars and references to “C$” or “$” are to Canadian dollars. This prospectus and the documents incorporated by reference contain translations of certain US dollar amounts into Canadian dollars solely for your convenience. See “Currency Presentation and Exchange Rate Information”.
In this prospectus and in any prospectus supplement, unless the context otherwise requires, references to “we”, “us”, “our” or similar terms, as well as references to “Digihost” or the “Company”, refer to Digihost Technology Inc. together, where context requires, with its subsidiaries and affiliates.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements and other information contained in this prospectus constitute forward-looking information under Canadian Securities Laws (collectively “forward-looking statements”). Such forward-looking statements include, but are not limited to:
● | the performance of the Company’s business and operations; |
● | the intention to grow Company’s business and operations; |
● | growth strategy and opportunities; |
● | the treatment of the Company under government regulatory and taxation regimes; and |
● | the Company’s ability to monitor, assess and manage the impact of the COVID-19 pandemic. |
These forward-looking statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “future”, “continue” or similar expressions or the negatives thereof.
By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this prospectus should not be unduly relied upon. These statements speak only as of the date of this prospectus.
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The forward-looking statements in this document are based on what the Company currently believes are reasonable assumptions, including the material assumptions set out in the management discussion and analysis and press releases of the Company (such documents are available under the Company’s SEDAR profile at www.sedar.com). Other material factors or assumptions that were applied in formulating the forward-looking statements contained herein include or relate to the following:
● | the business and economic conditions affecting the Company’s operations in their current state, including, general levels of economic activity, regulations, taxes and interest rates; |
● | the Company’s ability to profitably generate cryptocurrencies; |
● | the Company’s ability to successfully acquire and maintain required regulatory licenses and qualifications; |
● | historical prices of cryptocurrencies; |
● | the emerging cryptocurrency and blockchain markets and sectors; |
● | the Company’s ability to maintain good business relationships; |
● | the Company’s ability to manage and integrate acquisitions; |
● | the Company’s ability to identify, hire and retain key personnel; |
● | the Company’s ability to raise sufficient debt or equity financing to support the Company’s continued growth; |
● | the technology, proprietary and non-proprietary software, data and intellectual property of the Company and third parties in the cryptocurrencies and digital asset sector is able to be relied upon to conduct the Company’s business; |
● | the Company does not suffer a material impact or disruption from a cybersecurity incident, cyber-attack or theft of digital assets; |
● | continued maintenance and development of the Company’s cryptocurrency mining facilities; |
● | continued growth in usage and in the blockchain for various applications; |
● | continued development of a stable public infrastructure, with the necessary speed, data capacity and security required to operate blockchain networks; |
● | the absence of adverse regulation or law; and |
● | the absence of material changes in the legislative, regulatory or operating framework for the Company’s existing and anticipated business. |
Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company’s ability to predict or control. Some of the risks that could cause outcomes and results to differ materially from those expressed in the forward-looking statements include:
● | the impact of the ongoing novel coronavirus disease outbreak (COVID-19) on the business, operations, financial results and prospects of the Company; |
● | the impact of the Bitcoin Halving (as defined in the 2019 AIF) in May 2020 on the price of Bitcoin and the normalization after the Bitcoin Halving to pre-Bitcoin Halving profitability levels; |
● | future debt levels, financial capacity, liquidity and capital resources; |
● | anticipated future sources of funds to meet working capital requirements; |
● | expectations respecting future financial results; |
● | expectations regarding benefits of certain transactions and capital investments; |
● | the Company’s objectives, strategies and competitive strengths; |
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● | future development activities; |
● | the Company’s growth strategy; |
● | expectations with respect to future opportunities; |
● | expectations with respect to the Company’s financial position; |
● | the Company’s capital expenditure programs and future capital requirements; |
● | capital resources and the Company’s ability to raise capital; and industry conditions pertaining to the cryptocurrency industry; |
● | reliance on sale of equity or liquidation of mined output (coins) for funds required; |
● | inability to acquire funds necessary for general working capital and continuing operations; |
● | cryptocurrency inventory may be largely reduced in value as a result of flaws in the cryptocurrency code or the actions of malicious actors; |
● | regulatory changes or actions may alter or prohibit investment in the Company’s cryptocurrency; |
● | the value of cryptocurrencies and the value of the Company’s future holdings of cryptocurrencies may be overvalued and volatile as a result of momentum pricing; |
● | potential fraud or security failures of the cryptocurrency exchange(s) on which the Company’s cryptocurrencies are exchanged on, resulting in closures of such cryptocurrency exchange(s) or complete losses of the Company’s cryptocurrency balance; |
● | banks may refuse to provide cryptocurrency-related services resulting in a decrease in the usefulness of cryptocurrencies and reduction in the value of inventory; |
● | algorithms for cryptocurrencies may change, resulting in the Company losing competitive advantage; |
● | the Company’s operations, investment strategies and profitability may be adversely affected by competition from other cryptocurrencies or financial vehicles; |
● | the Company may be subject to incorrect or fraudulent transactions resulting in its coins being lost or irretrievable; |
● | the number of coins awarded for solving a block in the Blockchain may be decreased resulting in the value of a cryptocurrency mined by or held in the inventory of the Company to decrease and may be decreased to a level where there is inadequate incentive to continue mining cryptocurrency; |
● | the sale of coins by other vehicles investing in coins or tracking cryptocurrency markets may negatively affect cryptocurrency prices and reduce the value of the Company’s inventory; |
● | the introduction of new services and technologies may make the Company’s hardware and equipment at its facilities obsolete and it may be cost-prohibitive to upgrade the Company’s hardware and equipment to remain competitive; |
● | fluctuations in the currency markets and stock market volatility; |
● | uncertainties associated with business opportunities that may be presented to, or pursued by the Company; |
● | operating or technical difficulties in connection with business activities; |
● | the possibility of cost overruns or unanticipated expenses; |
● | there may not be an active or liquid market for the Company’s shares; |
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● | changes in interest rates; |
● | the Company may never pay dividends; |
● | the risks associated with obtaining and renewing necessary licenses and permits; |
● | competition for, among other things, capital, acquisitions, equipment and skilled personnel; |
● | changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada; |
● | risks associated with inability to obtain adequate insurance for operations; |
● | the Company’s directors and officers may serve on the boards and as officers of other companies whose interests may conflict with that of the Company; |
● | its ability to source target companies and grow through acquisitions as well as internal expansion; |
● | its ability to integrate acquisition targets; |
● | its ability to obtain necessary capital; |
● | consumer demand and changes in consumer preferences related to the cryptocurrency industry; |
● | government regulation; |
● | taxation policies; |
● | anticipated and unanticipated costs; |
● | research and development activities undertaken by the Company and third parties; |
● | trademarks, copyrights and other intellectual property rights; |
● | the outcome of legal proceedings; |
● | the economy generally; |
● | conditions in the target market of the Company, including competitive conditions; |
● | the economic condition of the Company’s competitors; |
● | the retention of key personnel; |
● | customer concentration; and |
● | privacy breaches; |
Additional information on these and other factors is discussed under the heading “RISK FACTORS” in this prospectus and in the documents incorporated by reference herein including in the 2019 MD&A (as defined herein) under the heading “Risks and Uncertainties” and in the 2019 AIF (as defined herein) under the heading “Risk Factors”, as may be modified or superseded by other subsequently filed documents that are also incorporated or deemed to be incorporated by reference in this prospectus.
The forward-looking statements contained in this prospectus are expressly qualified by this cautionary statement. Except as required by law, the Company does not undertake any obligation to publicly update or revise any forward- looking statements.
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DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference in this preliminary short form base shelf prospectus from documents filed with the securities commissions or similar authorities in Canada.
Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Digihost at 595 Howe Street, 10th Floor, Vancouver, BC, V6C 2T5 (Telephone 917-242-6549) Attn: Cindy Davis or by accessing the disclosure documents through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”), at www.sedar.com.
The following documents, filed with the securities commissions or similar regulatory authorities in each of the provinces of British Columbia, Alberta, and Ontario, are specifically incorporated by reference into, and form an integral part of, this preliminary short form base shelf prospectus:
● | the Company’s audited consolidated financial statements for the year ended August 31, 2019 and 2018 |
● | the Company’s management’s discussion and analysis for the year ended August 31, 2019 (the “2019 MD&A”); |
● | the information circular dated November 29, 2019 with respect to the annual general meeting of the Company’s shareholders (“Shareholders”) held on January 14, 2020; |
● | the Company’s unaudited condensed interim consolidated financial statements for the three months ended November 30, 2019 and 2018; |
● | the Company’s management’s discussion and analysis for the period ended November 30, 2019; |
● | the audited financial statements of Digihost International Inc. for the year ended December 31, 2019 and for the period from incorporation (October 9, 2018) to December 31, 2018; |
● | the Company’s annual information form for the year ended December 31, 2019, dated as at January 19, 2021 (the “2019 AIF”); |
● | the material change report dated February 19, 2020 relating to the announcement of the closing of the Company’s private placement and completion of the Company’s reverse takeover transaction; |
● | the material change report dated February 21, 2020 relating to the announcement of a corporate update with respect to termination of the Colocation Agreements; |
● | the material change report dated February 27, 2020 relating to the announcement of the Company’s vertical integration results in expanded production capacity and reduced operating costs; |
● | the material change report dated March 20, 2020 relating to the announcement of the Company’s operation adjustments in response to the COVID-19 pandemic; |
● | the Company’s unaudited condensed interim consolidated financial statements for the three months ended March 31, 2020; |
● | the Company’s management’s discussion and analysis for the three months ended March 31, 2020; |
● | the material change report dated April 7, 2020 relating to the announcement of the Company recommencing partial operations; |
● | the Company’s unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2020; |
● | the Company’s management’s discussion and analysis for the three and six months ended June 30, 2020; |
● | the material change report dated September 8, 2020 relating to the announcement of the Company’s revenue comparison in Q2 compared to Q1, 2020; |
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● | the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2020; |
● | the Company’s management’s discussion and analysis for the three and nine months ended September 30, 2020 (the “Interim MD&A”); |
● | the material change report dated October 20, 2020 relating to the announcement of the Company’s acquisition of 180 Whatsminer M30s cryptocurrency miners; |
● | the material change report dated November 24, 2020 relating to the Company’s announcement of a debt settlement agreement; |
● | the material change report dated January 6, 2021 relating to the announcement of the Company acquiring high efficiency Antminer S19 Pro 110TH miners; |
● | the material change report dated January 6, 2021 relating to the announcement of the fully subscribed private placement of SV Shares for aggregate gross proceeds of C$283,400 and debt settlement with two of its third-party creditors; and |
Any documents of the type described in Section 11.1 of Form 44-101F1-Short Form Prospectus filed by the Company with a securities commission or similar authority in any province of Canada subsequent to the date of this preliminary short form base shelf prospectus and prior to the expiry of this prospectus, or the completion of the issuance of securities pursuant hereto, will be deemed to be incorporated by reference into this prospectus.
A prospectus supplement containing the specific terms of any offering of the Company’s securities will be delivered to purchasers of the Company’s securities together with this prospectus and will be deemed to be incorporated by reference in this prospectus as of the date of the prospectus supplement and only for the purposes of the offering of the Company’s securities to which that prospectus supplement pertains.
Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, in any prospectus supplement hereto or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
Upon the Company’s filing of a new annual information form and the related annual financial statements and management’s discussion and analysis with applicable securities regulatory authorities during the currency of this prospectus, the previous annual information form, the previous annual financial statements and management’s discussion and analysis and all unaudited condensed interim consolidated financial statements, material change reports and information circulars filed prior to the commencement of the Company’s financial year in which the new annual information form is filed will be deemed no longer to be incorporated into this prospectus for purposes of future offers and sales of the Company’s securities under this prospectus. Upon unaudited condensed interim consolidated financial statements and the accompanying management’s discussion and analysis being filed by the Company with the applicable securities regulatory authorities during the duration of this prospectus, all unaudited condensed interim consolidated financial statements and the accompanying management’s discussion and analysis filed prior to the new unaudited condensed interim consolidated financial statements shall be deemed no longer to be incorporated into this prospectus for purposes of future offers and sales of securities under this prospectus. Upon a new annual information form being filed by the Company with the applicable securities regulatory authorities during the term of this prospectus for which the related annual comparative consolidated financial statements include at least nine months of financial results of an acquired business for which a business acquisition report was filed by the Company and incorporated by reference into this prospectus, such business acquisition report shall no longer be deemed to be incorporated into this prospectus for the purpose of future offers and sales of the securities hereunder. Upon a new information circular of the Company prepared in connection with an annual general meeting of the Company being filed with the applicable securities regulatory authorities during the currency of this prospectus, the previous information circular of the Company, if prepared in connection with solely an annual general meeting of the Company, shall be deemed no longer to be incorporated by reference into this prospectus for purposes of future offers and sales of Securities hereunder.
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References to the Company’s website in any documents that are incorporated by reference into this prospectus do not incorporate by reference the information on such website into this prospectus, and we disclaim any such incorporation by reference.
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION
The high, low, average and closing rates for the US dollar in terms of Canadian dollars for each of the financial periods indicated below, as quoted by the Bank of Canada, were as follows:
Three
September 30,
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Three
September 30,
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Year ended
December 31,
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Year ended
December 31,
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(expressed in Canadian dollars) | ||||||||||||||||
High | 1.3616 | 1.3343 | 1.3600 | 1.3642 | ||||||||||||
Low | 1.3042 | 1.3038 | 1.2988 | 1.2288 | ||||||||||||
Average | 1.3321 | 1.3204 | 1.3269 | 1.2957 | ||||||||||||
Closing | 1.3339 | 1.3243 | 1.2988 | 1.3642 |
On January 27, 2021, the daily exchange rate for the US dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was $1.00 = C$1.2775.
The following description of the Company is, in some instances, derived from selected information about us contained in the documents incorporated by reference into this prospectus. This description does not contain all of the information about us and our business that you should consider before investing in any securities. You should carefully read the entire prospectus and the applicable prospectus supplement, including the section entitled “Risk Factors”, as well as the documents incorporated by reference into this prospectus and the applicable prospectus supplement, before making an investment decision.
Name, Address and Incorporation
The Company was incorporated in the Province of British Columbia on February 18, 2017 under the Business Corporations Act (British Columbia) under the name “Chortle Capital Corp.”. The Company changed its name on September 18, 2017 to “HashChain Technology Inc.”. Following the Company’s reverse takeover with Digihost International Inc., which closed on February 14, 2020, the Company would rename itself to Digihost Technology Inc.
The Company’s head and registered office is located at 595 Howe St, 10th Floor, Vancouver, BC, V6C 2T5.
The Company’s SV Shares are listed for trading on the TSX Venture Exchange (the “TSXV”) under the trading symbol “DGHI”.
Subsidiaries
The table below lists the principal subsidiaries of the Company as of the date hereof.
Name | Jurisdiction | Assets Held | ||
Digihost International, Inc. | State of Delaware, U.S.A. | Computer and electrical equipment |
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Summary Description of the Business
The Primary business of the Company is the provision of computing capacity to secure a distributed network by creating, verifying, publishing and propagating blocks in the blockchain in exchange for rewards and fees denominated in the native token of that network (i.e. Bitcoin), referred in this Prospectus as “mining” or “cryptocurrency mining”.
In description of the business of the Company is this preliminary short form base shelf prospectus:
“ASIC” shall refer to an application-specific integrated circuit miner, a device designed for the singular purpose of mining cryptocurrencies;
“Bitcoin” shall refer to the native token of the Bitcoin Network which utilizes the SHA-256 algorithm. Bitcoin is a peer-to-peer payment system and the digital currency of the same name which uses open source cryptography to control the creation and transfer of such digital currency, with “Bitcoin Network” meaning the network of computers running the software protocol underlying Bitcoin and which network maintains the database of Bitcoin ownership and facilitates the transfer of Bitcoin among parties, and “SHA -256 meaning a cryptographic Hash algorithm. SHA-256 generates an almost-unique 256-bit (32-byte) signature for a text. The most well-known cryptocurrencies that utilize the SHA-256 algorithm are Bitcoin and Bitcoin cash;
“Blockchain” shall refer to an immutable, decentralized public transaction ledger which records transactions, such as financial transactions in cryptocurrency, in chronological order. Bitcoin and Ethereum are examples of well-known and widely distributed blockchains;
“GPU” shall refer to a graphics processing unit, a programmable logic chip (processor) specialized for display functions and effective at solving digital currency hashing algorithms;
“Hash” shall refer to the output of a hash function, i.e. the output of the fundamental mathematical computation of a particular cryptocurrency’s computer code which miners execute, and “Gigahash” and “Petahash” mean, respectively, 1x109 Hashes and 1x1015 Hashes; and
“Hashrate” shall refer to a measure of mining power whereby the expected income from mining is directly proportional to a miners hashrate normalized by the total hashrate of the network.
The Company operates in one segment, being the provision of data servers for the purposes of mining and sale of digital currencies. The Company owns a data centre facility in Buffalo, NY, equipped with an 18.7MVA 115,000-kilovolt-ampere substation, which mines Bitcoin continuously on the cloud. The Company utilizes GPU and ASIC SHA-256 computing equipment for its cryptocurrency operations. The Company is planning to reduce operating costs by operating costs by operating during off-peak hours, obtaining electricity directly from generation.
Digihost currently maintains one cryptocurrency mining operation located in Buffalo, NY. Additional information regarding the business of the Company and its cryptocurrency mining operations can be found in the 2019 AIF under the heading “General Development of the Business”. The Company’s operating and maintenance expenses are comprised of electricity to power its computing equipment as well as cooling and lighting and other aspects of operating computer equipment. Other site expenses include leasing costs for the facilities, personnel salaries, internet access, equipment maintenance and software optimization, and facility security, maintenance and management.
Custodial services for digital currencies
Digihost does not self-custody its mined digital currencies. The Company holds its mined digital currencies through an intermediary company that provides a hosted online wallet to hold these mined digital currencies. The Company has not been able to insure its mined digital currency. Given the novelty of digital currency mining and associated businesses, insurance of this nature is generally not available, or uneconomical for the Company to obtain which leads to the risk of inadequate insurance cover. Further information regarding the Company and its business is set out in the 2019 AIF, 2019 MD&A and Interim MD&A, all of which are incorporated by reference herein.
Private Placement of Shares
On January 5, 2021, the Company announced its intention to complete a non-brokered private placement of SV Shares of the Company, at a price of $0.81 per SV Share, for aggregate gross proceeds of up to $283,400 (the “Offering”). The Company closed the Offering on January 8, 2021.
Corporate Update
On December 30, 2020, the Company announced a corporate update of the company’s plan to increase its Bitcoin mining capacity by 20% through the acquisition of new cryptocurrency miners for the first quarter of 2021.
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Investing in the Company’s securities is speculative and involves a high degree of risk due to the nature of the Company’s business and the present stage of its development. The following risk factors, as well as risks currently unknown to us, could materially and adversely affect the Company’s future business, operations and financial condition and could cause them to differ materially from the estimates described in forward-looking statements relating to the Company, or its business or financial results, each of which could cause purchasers of the Company’s securities to lose part or all of their investment. The risks set out below are not the only risks we face; risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect the Company’s business, financial condition, results of operations and prospects. You should also refer to the other information set forth or incorporated by reference in this prospectus or any applicable prospectus supplement, including the Company’s 2019 AIF and the 2019 MD&A and annual financial statements, and the related notes. A prospective purchaser should carefully consider the risk factors set out below along with the other matters set out or incorporated by reference in this prospectus.
Discussions of certain risks affecting the Company in connection with the Company's business are provided in the annual and interim disclosure documents filed with the various securities regulatory authorities which are incorporated by reference in this prospectus.
Risks Related to the Offering of Securities
The Company’s cryptocurrency inventory may be exposed to cybersecurity threats and hacks
As with any other computer code, flaws in the cryptocurrency codes have been exposed by certain malicious actors. Several errors and defects have been found and corrected, including those that disabled some functionality for users and exposed users’ information. Discovery of flaws in or exploitations of the source code that allow malicious actors to take or create money have been relatively rare.
The value of cryptocurrencies may be subject to momentum pricing risk
Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Cryptocurrency market prices are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of cryptocurrencies, inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of the Company’s cryptocurrency inventory and thereby affect the Company’s shareholders.
The further development and acceptance of the cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate
The use of cryptocurrencies to, among other things, buy and sell goods and services and complete other transactions, is part of a new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing, or stopping of the development or acceptance of developing protocols may adversely affect the Company’s operations. The factors affecting the further development of the industry, include, but are not limited to:
● | Continued worldwide growth in the adoption and use of cryptocurrencies; |
● | Governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems; |
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● | Changes in consumer demographics and public tastes and preferences; |
● | The maintenance and development of the open-source software protocol of the network; |
● | The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; |
● | General economic conditions and the regulatory environment relating to digital assets; and |
● | Negative consumer sentiment and perception of Bitcoins specifically and cryptocurrencies generally |
Acceptance and/or widespread use of cryptocurrency is uncertain
Currently, there is relatively small use of Bitcoins and/or other cryptocurrencies in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect the Company’s operations, investment strategies, and profitability.
As relatively new products and technologies, Bitcoin and its other cryptocurrency counterparts have not been widely adopted as a means of payment for goods and services by major retail and commercial outlets. Conversely, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short-term or long-term holding of cryptocurrencies.
The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services. A lack of expansion by cryptocurrencies into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in their market prices, either of which could adversely impact the Company’s operations, investment strategies, and profitability.
The Company’s operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in cryptocurrencies
The Company competes with other users and/or companies that are mining cryptocurrencies and other potential financial vehicles, possibly including securities backed by or linked to cryptocurrencies through entities similar to the Company. Market and financial conditions, and other conditions beyond the Company’s control, may make it more attractive to invest in other financial vehicles, or to invest in cryptocurrencies directly which could limit the market for the Company’s shares and reduce their liquidity.
Trading price of SV Shares and volatility.
In recent years, the securities markets in the United States and Canada, have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price that have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur, and the trading price of the Company’s shares may be subject to large fluctuations and may decline below the price at which an investor acquired its shares. The trading price may increase or decrease in response to a number of events and factors, which may not be within the Company’s control nor be a reflection of the Company’s actual operating performance, underlying asset values or prospects. Accordingly, investors may not be able to sell their securities at or above their acquisition cost.
Forward-looking statements.
Some statements contained in this prospectus are not historical facts, but rather are forward looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Without limiting the generality of the foregoing, such risks and uncertainties include interpretation of results, accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in production, delays in development activities, political risks, the inherent uncertainty or production fluctuations and failure to obtain adequate financing on a timely basis.
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Unless otherwise indicated in a prospectus supplement relating to a particular offering, the Company currently intends to use the net proceeds from the sale of securities to increase its cryptocurrency mining output through the acquisition of additional high-performance cryptocurrency miners, the acquisition of cheaper power sources, for general corporate and working capital requirements, including to fund ongoing operations and/or working capital requirements, to repay indebtedness outstanding from time to time, to complete future acquisitions or for other corporate purposes as set forth in the prospectus supplement relating to the offering of the securities.
More detailed information regarding the use of proceeds from the sale of securities, including any determinable milestones at the applicable time, will be described in a prospectus supplement. All expenses relating to an offering of securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the proceeds from the sale of such securities, unless otherwise stated in the applicable prospectus supplement. The Company may also, from time to time, issue securities otherwise than pursuant to a prospectus supplement to this prospectus.
During the financial year ended August 31, 2019, the Company had negative annual cash flow from operations. The Company’s reverse takeover acquirer, Digihost International Inc., also reported a negative annual cash flow from operations in its audited financial statements from the financial year ended December 31, 2019. The Company expects cash flow from operations to be potentially unstable until the level of activity in its respective relevant business areas increases sufficiently. The Company’s cash flow from operations may be affected in the future by the investment it is making to continue to develop its products and services. In the event the Company experiences negative operating cash flow, among other things (i) the Company may reduce expenses, or (ii) the Company may sell some of its assets to generate sufficient cash to meet its and the Company’s obligations as they come due. If necessary, the proceeds from the sale of securities may be used to offset this anticipated negative operating cash flow.
There have been no material changes to the Company’s consolidated capitalization since the date of the Company’s unaudited condensed interim consolidated financial statements as at and for the three and nine months ended September 30, 2020 which have not been disclosed in this Prospectus or the documents incorporated by reference. The applicable prospectus supplement will describe any material changes, and the effect of such material changes on the share and loan capitalization of the Company that will result from the issuance of securities pursuant to each prospectus supplement.
Information in respect of the Company’s SV Shares issued within the previous twelve-month period, including SV Shares issued upon the exercise of stock options of the Company (“Options”) will be provided as required in a prospectus supplement with respect to the issuance of securities pursuant to such prospectus supplement.
The SV Shares are listed and posted for trading on the TSXV under the symbol “DGHI”. Trading price and volume information for the Company’s securities will be provided as required in each prospectus supplement to this prospectus.
If the Company offers debt securities having a term to maturity in excess of one year under this prospectus and any applicable prospectus supplement, the applicable prospectus supplement will include earnings coverage ratios giving effect to the issuance of such securities.
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Overview
The authorized capital of the Company consists of an unlimited number of SV Shares without par value and an unlimited number of proportionate voting shares (“PV Shares”) without par value. As of the date hereof, there are 40,423,537 SV Shares and 10,000 PV Shares issued and outstanding. PV Shares are not available for distribution to the public. PV Shares may be converted into SV Shares at a ratio of 200 SV Shares for every 1 PV Share.
In addition, as of the date of this prospectus, there were: (i) 3,450,491 SV Shares issuable upon the exercise of outstanding stock options of the Company (“Options”) at a weighted average exercise price of C$1.09; and (iii) 110,575 SV Shares reserved for issuance on exercise of 110,575 issued and outstanding SV Share purchase warrants of the Company with a weighted average exercise price of C$1.75, for a total of 3,561,066 SV Shares on a fully-diluted basis.
SV Shares
Each holder of SV Shares is entitled to receive notice of and to attend all meeting of shareholders of the Company. Holders of SV Shares are entitled to one (1) vote per SV Share on all matters subject to shareholder vote, voting together as a single class with holders of PV Shares, except as otherwise prohibited by law.
In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of SV shares will be entitled to participate rateably along with all other holders of SV Shares and PV Shares (on an as-converted to SV Share basis).
The holders of the SV Shares shall have the right to receive dividends, out of any cash or other assets legally available therefor, pari passu as to dividends and any declaration or payment of any dividend on the SV Shares.
Except as otherwise provided in this prospectus, the SV Shares and PV Shares are equal in all respects and shall be treated as shares of a single class for all purposes under the BCBCA.
PV Shares
Holders of PV Shares are entitled to receive notice of and to attend all meeting of shareholders of the Company. Holders of PV Shares are entitled to one vote in respect of each SV Share into which such PV Share could ultimately then be converted, which for greater certainty, shall be equal to two-hundred (200) votes per PV Share, on all matters subject to shareholder vote, voting together as a single class with holders of SV Shares, except as otherwise prohibited by law.
Holders of PV Shares shall have the right to receive dividends, out of any cash or other assets legally available therefor, pari passu (on an as converted basis, assuming conversion of all PV Shares into SV Shares at the conversion ratio of 200:1) as to dividends and any declaration or payment of any dividend on the SV Shares. No dividend will be declared or paid on the PV Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted basis) on the SV Shares.
In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of PV Shares will be entitled to participate rateably along with all other holders of PV Shares (on an as-converted to Resulting Issuer Subordinate Voting Share basis) and SV Shares.
Each PV Share shall be convertible, at the option of the holder thereof at any time after the date of issuance of such share, into fully paid and non-assessable SV Shares as is determined by multiplying the number of PV Shares by the Conversion Ratio. The “Conversion Ratio” for shares of PV Shares shall be two-hundred (200) SV Shares.
PV Shares are not available for distribution to the public.
Except as otherwise provided in this prospectus, the PV Shares and SV Shares are equal in all respects and shall be treated as shares of a single class for all purposes under the BCBCA.
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DESCRIPTION OF DEBT SECURITIES
In this section describing the debt securities, the terms “Company” and “Digihost” refer only to Digihost Technology Inc. without any of its subsidiaries.
The following description of the terms of debt securities sets forth certain general terms and provisions of debt securities in respect of which a prospectus supplement may be filed. The particular terms and provisions of debt securities offered by any prospectus supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the prospectus supplement filed in respect of such debt securities. Prospective purchasers should rely on information in the applicable prospectus supplement if it is different from the following information.
Debt securities may be offered separately or in combination with one or more other securities of the Company. The Company may, from time to time, issue debt securities and incur additional indebtedness other than through the issue of debt securities pursuant to this prospectus. Convertible debt securities offered under this prospectus may only be convertible into other securities of the Company.
The Company will deliver, along with this prospectus, an undertaking to the securities regulatory authority in each of the provinces of British Columbia, Alberta, and Ontario that the Company will, if any debt securities are distributed under this prospectus and for so long as such debt securities are issued and outstanding, file the periodic and timely disclosure of any credit supporter similar to the disclosure required under Section 12.1 of Form 44-101F1 – Short Form Prospectus.
Any prospectus supplement offering guaranteed debt securities will comply with the requirements of Item 12 of Form 44-101F1- Short Form Prospectus or the conditions for an exemption from those requirements and will include a certificate from each credit supporter as required by section 21.1 of Form 44-101F1- Short Form Prospectus and section 5.12 of National Instrument 41-101 – General Prospectus Requirements.
The debt securities will be issued under one or more indentures (each, a “Trust Indenture”), in each case between the Company and a financial institution or trust company organized under the laws of Canada or any province thereof and authorized to carry on business as a trustee (each, a “Trustee”).
The following description sets forth certain general terms and provisions of the debt securities and is not intended to be complete. The particular terms and provisions of the debt securities and a description of how the general terms and provisions described below may apply to the debt securities will be included in the applicable prospectus supplement. The following description is subject to the detailed provisions of the applicable Trust Indenture. Accordingly, reference should also be made to the applicable Trust Indenture, a copy of which will be filed by the Company with the securities commissions or similar regulatory authorities in applicable Canadian offering jurisdictions, after it has been entered into, and will be available electronically at www.sedar.com.
General
The applicable Trust Indenture will not limit the aggregate principal amount of debt securities that may be issued under such Trust Indenture and will not limit the amount of other indebtedness that the Company may incur. The applicable Trust Indenture will provide that the Company may issue debt securities from time to time in one or more series and may be denominated and payable in U.S. dollars, Canadian dollars or any foreign currency. Unless otherwise indicated in the applicable prospectus supplement, the debt securities will be unsecured obligations of the Company.
The Company may specify a maximum aggregate principal amount for the debt securities of any series and, unless otherwise provided in the applicable prospectus supplement, a series of debt securities may be reopened for issuance of additional debt securities of such series. The applicable Trust Indenture will also permit the Company to increase the principal amount of any series of the debt securities previously issued and to issue that increased principal amount.
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Any prospectus supplement for debt securities supplementing this prospectus will contain the specific terms and other information with respect to the debt securities being offered thereby, including, but not limited to, the following:
● | the designation, aggregate principal amount and authorized denominations of such debt securities; |
● | the percentage of principal amount at which the debt securities will be issued; |
● | whether payment on the debt securities will be senior or subordinated to other liabilities or obligations of the Company; |
● | the date or dates, or the methods by which such dates will be determined or extended, on which the Company may issue the debt securities and the date or dates, or the methods by which such dates will be determined or extended, on which the Company will pay the principal and any premium on the debt securities and the portion (if less than the principal amount) of debt securities to be payable upon a declaration of acceleration of maturity; |
● | whether the debt securities will bear interest, the interest rate (whether fixed or variable) or the method of determining the interest rate, the date from which interest will accrue, the dates on which the Company will pay interest and the record dates for interest payments, or the methods by which such dates will be determined or extended; |
● | the place or places the Company will pay principal, premium, if any, and interest, if any, and the place or places where debt securities can be presented for registration of transfer or exchange; |
● | whether and under what circumstances the Company will be required to pay any additional amounts for withholding or deduction for Canadian taxes with respect to the debt securities, and whether and on what terms the Company will have the option to redeem the debt securities rather than pay the additional amounts; |
● | whether the Company will be obligated to redeem or repurchase the debt securities pursuant to any sinking or purchase fund or other provisions, or at the option of a holder, and the terms and conditions of such redemption; |
● | whether the Company may redeem the debt securities at its option and the terms and conditions of any such redemption; |
● | the denominations in which the Company will issue any registered and unregistered debt securities; |
● | the currency or currency units for which debt securities may be purchased and the currency or currency units in which the principal and any interest is payable (in either case, if other than Canadian dollars) or if payments on the debt securities will be made by delivery of SV Shares or other property; |
● | whether payments on the debt securities will be payable with reference to any index or formula; |
● | if applicable, the ability of the Company to satisfy all or a portion of any redemption of the debt securities, any payment of any interest on such debt securities or any repayment of the principal owing upon the maturity of such debt securities through the issuance of securities of the Company or of any other entity, and any restriction(s) on the persons to whom such securities may be issued; |
● | whether the debt securities will be issued as global securities (defined below) and, if so, the identity of the depositary (defined below) for the global securities; |
● | whether the debt securities will be issued as unregistered securities (with or without coupons), registered securities or both; |
● | the periods within which and the terms and conditions, if any, upon which the Company may redeem the debt securities prior to maturity and the price or prices of which, and the currency or currency units in which, the debt securities are payable; |
● | any events of default or covenants applicable to the debt securities; |
● | any terms under which debt securities may be defeased, whether at or prior to maturity; |
● | whether the holders of any series of debt securities have special rights if specified events occur; |
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● | any mandatory or optional redemption or sinking fund or analogous provisions; |
● | the terms, if any, for any conversion or exchange of the debt securities for any other securities of the Company; |
● | if applicable, any transfer restrictions in respect of disqualified holders or otherwise; |
● | rights, if any, on a change of control; |
● | provisions as to modification, amendment or variation of any rights or terms attaching to the debt securities; |
● | the Trustee under the Trust Indenture pursuant to which the debt securities are to be issued; whether the Company will undertake to list the debt securities of the series on any securities exchange or automated interdealer quotation system; and |
● | any other terms, conditions, rights and preferences (or limitations on such rights and preferences) including covenants and events of default which apply solely to a particular series of the debt securities being offered which do not apply generally to other debt securities, or any covenants or events of default generally applicable to the debt securities which do not apply to a particular series of the debt securities. |
The Company reserves the right to include in a prospectus supplement specific terms pertaining to the debt securities which are not within the options and parameters set forth in this prospectus. In addition, to the extent that any particular terms of the debt securities described in a prospectus supplement differ from any of the terms described in this prospectus, the description of such terms set forth in this prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such prospectus supplement with respect to such debt securities.
Unless stated otherwise in the applicable prospectus supplement, no holder of debt securities will have the right to require the Company to repurchase the debt securities and there will be no increase in the interest rate if the Company becomes involved in a highly leveraged transaction or has a change of control.
The Company may issue debt securities bearing no interest or interest at a rate below the prevailing market rate at the time of issuance, and offer and sell these securities at a discount below their stated principal amount. The Company may also sell any of the debt securities for a foreign currency or currency unit, and payments on the debt securities may be payable in a foreign currency or currency unit. In any of these cases, the Company will describe certain Canadian federal income tax consequences and other special considerations in the applicable prospectus supplement.
Unless otherwise indicated in the applicable prospectus supplement, the Company may issue debt securities with terms different from those of debt securities previously issued and, without the consent of the holders thereof, reopen a previous issue of a series of debt securities and issue additional debt securities of such series.
Original purchasers of debt securities which are convertible into or exchangeable for other securities of the Company will be granted a contractual right of rescission against the Company in respect of the purchase and conversion or exchange of such debt security. The contractual right of rescission will entitle such original purchasers to receive the amount paid on original purchase of the debt security and the amount paid upon conversion or exchange, upon surrender of the underlying securities gained thereby, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion or exchange takes place within 180 days of the date of the purchase of the convertible or exchangeable security under this prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible or exchangeable security under this prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law.
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Ranking and Other Indebtedness
Unless otherwise indicated in an applicable prospectus supplement, the debt securities will be direct unsecured obligations of the Company. The debt securities will be senior or subordinated indebtedness of the Company as described in the applicable prospectus supplement. If the debt securities are senior indebtedness, they will rank equally and rateably with all other unsecured indebtedness of the Company from time to time issued and outstanding which is not subordinated. If the debt securities are subordinated indebtedness, they will be subordinated to senior indebtedness of the Company as described in the applicable prospectus supplement, and they will rank equally and rateably with other subordinated indebtedness of the Company from time to time issued and outstanding as described in the applicable prospectus supplement. The Company reserves the right to specify in a prospectus supplement whether a particular series of subordinated debt securities is subordinated to any other series of subordinated debt securities.
The Board may establish the extent and manner, if any, to which payment on or in respect of a series of debt securities will be senior or will be subordinated to the prior payment of the Company’s other liabilities and obligations and whether the payment of principal, premium, if any, and interest, if any, will be guaranteed and the nature and priority of any security.
Registration of Debt Securities
Debt Securities in Book Entry Form
Unless otherwise indicated in an applicable prospectus supplement, debt securities of any series may be issued in whole or in part in the form of one or more global securities (“Global Securities”) registered in the name of a designated clearing agency (a “Depositary”) or its nominee and held by or on behalf of the Depositary in accordance with the terms of the applicable Trust Indenture. The specific terms of the depositary arrangement with respect to any portion of a series of debt securities to be represented by a Global Security will, to the extent not described herein, be described in the prospectus supplement relating to such series. The Company anticipates that the provisions described in this section will apply to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary or its nominee will credit, in its book-entry and registration system, the respective principal amounts of the debt securities represented by the Global Security to the accounts of such participants that have accounts with the Depositary or its nominee (“Participants”). Such accounts are typically designated by the underwriters, dealers or agents participating in the distribution of the debt securities or by the Company if such debt securities are offered and sold directly by the Company. Ownership of beneficial interests in a Global Security will be limited to Participants or persons that may hold beneficial interests through Participants. With respect to the interests of Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through records maintained by the Depositary or its nominee. With respect to the interests of persons other than Participants, ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through records maintained by Participants or persons that hold through Participants.
So long as the Depositary for a Global Security, or its nominee, is the registered owner of such Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by such Global Security for all purposes under the applicable Trust Indenture and payments of principal, premium, if any, and interest, if any, on the debt securities represented by a Global Security will be made by the Company to the Depositary or its nominee. The Company expects that the Depositary or its nominee, upon receipt of any payment of principal, premium, if any, or interest, if any, will credit Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Security as shown on the records of such Depositary or its nominee. The Company also expects that payments by Participants to owners of beneficial interests in a Global Security held through such Participants will be governed by standing instructions and customary practices and will be the responsibility of such Participants.
Conveyance of notices and other communications by the Depositary to direct Participants, by direct Participants to indirect Participants and by direct and indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners of debt securities may wish to take certain steps to augment transmission to them of notices of significant events with respect to the debt securities, such as redemptions, tenders, defaults and proposed amendments to the Trust Indenture.
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Owners of beneficial interests in a Global Security will not be entitled to have the debt securities represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of such debt securities in certificated non-book-entry form, and will not be considered the owners or holders thereof under the applicable Trust Indenture, and the ability of a holder to pledge a debt security or otherwise take action with respect to such holder’s interest in a debt security (other than through a Participant) may be limited due to the lack of a physical certificate.
No Global Security may be exchanged in whole or in part for debt securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any person other than the Depositary for such Global Security or any nominee of such Depositary unless: (i) the Depositary is no longer willing or able to discharge properly its responsibilities as Depositary and the Company is unable to locate a qualified successor; (ii) the Company at its option elects, or is required by law, to terminate the book-entry system through the Depositary or the book-entry system ceases to exist; or (iii) if provided for in the Trust Indenture, after the occurrence of an event of default thereunder (provided the Trustee has not waived the event of default in accordance with the terms of the Trust Indenture), Participants acting on behalf of beneficial holders representing, in aggregate, a threshold percentage of the aggregate principal amount of the debt securities then outstanding advise the Depositary in writing that the continuation of a book-entry system through the Depositary is no longer in their best interest.
If one of the foregoing events occurs, such Global Security shall be exchanged for certificated non-book-entry debt securities of the same series in an aggregate principal amount equal to the principal amount of such Global Security and registered in such names and denominations as the Depositary may direct.
The Company, any underwriters, dealers or agents and any Trustee identified in an accompanying prospectus supplement, as applicable, will not have any liability or responsibility for (i) records maintained by the Depositary relating to beneficial ownership interests in the debt securities held by the Depositary or the book-entry accounts maintained by the Depositary, (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership interests, or (iii) any advice or representation made by or with respect to the Depositary and contained in this prospectus or in any prospectus supplement or Trust Indenture with respect to the rules and regulations of the Depositary or at the direction of Participants.
Unless otherwise stated in the applicable prospectus supplement, CDS Clearing and Depository Services Inc. or its successor will act as Depositary for any debt securities represented by a Global Security.
Debt Securities in Certificated Form
A series of the debt securities may be issued in definitive form, solely as registered securities, solely as unregistered securities or as both registered securities and unregistered securities. Unless otherwise indicated in the applicable prospectus supplement, unregistered securities will have interest coupons attached.
In the event that the debt securities are issued in certificated non-book-entry form, and unless otherwise indicated in the applicable prospectus supplement, payment of principal, premium, if any, and interest, if any, on the debt securities (other than a Global Security) will be made at the office or agency of the Trustee or, at the option of the Company, by the Company by way of cheque mailed or delivered to the address of the person entitled at the address appearing in the security register of the Trustee or electronic funds wire or other transmission to an account of the person entitled to receive such payments. Unless otherwise indicated in the applicable prospectus supplement, payment of interest, if any, will be made to the persons in whose name the debt securities are registered at the close of business on the day or days specified by the Company.
At the option of the holder of debt securities, registered securities of any series will be exchangeable for other registered securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor. If, but only if, provided in an applicable prospectus supplement, unregistered securities (with all unmatured coupons, except as provided below, and all matured coupons in default) of any series may be exchanged for registered securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. In such event, unregistered securities surrendered in a permitted exchange for registered securities between a regular record date or a special record date and the relevant date for payment of interest shall be surrendered without the coupon relating to such date for payment of interest, and interest will not be payable on such date for payment of interest in respect of the registered security issued in exchange for such unregistered security, but will be payable only to the holder of such coupon when due in accordance with the terms of the Trust Indenture. Unless otherwise specified in an applicable prospectus supplement, unregistered securities will not be issued in exchange for registered securities.
The applicable prospectus supplement may indicate the places to register a transfer of the debt securities in definitive form. Except for certain restrictions to be set forth in the Trust Indenture, no service charge will be payable by the holder for any registration of transfer or exchange of the debt securities in definitive form, but the Company may, in certain instances, require a sum sufficient to cover any tax or other governmental charges payable in connection with these transactions.
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General
This section describes the general terms that will apply to any warrants for the purchase of SV Shares, or equity warrants, or for the purchase of debt securities, or debt warrants.
The Company may issue warrants independently or together with other securities, and warrants sold with other securities may be attached to or separate from the other securities. Warrants will be issued under one or more warrant agency agreements to be entered into by the Company and one or more banks or trust companies acting as warrant agent.
The Company will deliver an undertaking to the securities regulatory authority in each of the provinces of British Columbia, Alberta, and Ontario, that it will not distribute warrants that, according to their terms as described in the applicable prospectus supplement, are “novel” specified derivatives within the meaning of Canadian securities legislation, separately to any member of the public in Canada, unless the offering is in connection with and forms part of the consideration for an acquisition or merger transaction or unless such prospectus supplement containing the specific terms of the warrants to be distributed separately is first approved by or on behalf of the securities commissions or similar regulatory authorities in each of the provinces of British Columbia, Alberta, and Ontario where the warrants will be distributed.
This summary of some of the provisions of the warrants is not complete. The statements made in this prospectus relating to any warrant agreement and warrants to be issued under this prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable warrant agreement. The purchaser should refer to the warrant indenture or warrant agency agreement relating to the specific warrants being offered for the complete terms of the warrants. A copy of any warrant indenture or warrant agency agreement relating to an offering or warrants will be filed by the Company with the securities regulatory authorities in the applicable Canadian offering jurisdictions after we have entered into it, and will be available electronically on SEDAR at www.sedar.com.
The applicable prospectus supplement relating to any warrants that we offer will describe the particular terms of those warrants and include specific terms relating to the offering.
Original purchasers of warrants (if offered separately) will have a contractual right of rescission against us in respect of the exercise of such warrant. The contractual right of rescission will entitle such original purchasers to receive, upon surrender of the underlying securities acquired upon exercise of the warrant, the total of the amount paid on original purchase of the warrant and the amount paid upon exercise, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the exercise takes place within 180 days of the date of the purchase of the warrant under the applicable prospectus supplement; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the warrant under the applicable prospectus supplement. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law.
In an offering of warrants, or other convertible securities, original purchasers are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial securities legislation, to the price at which the warrants, or other convertible securities, are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of such securities, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights, or consult with a legal advisor.
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Equity Warrants
The particular terms of each issue of equity warrants will be described in the applicable prospectus supplement. This description will include, where applicable:
● | the designation and aggregate number of equity warrants; |
● | the price at which the equity warrants will be offered; |
● | the currency or currencies in which the equity warrants will be offered; |
● | the date on which the right to exercise the equity warrants will commence and the date on which the right will expire; |
● | the number of SV Shares that may be purchased upon exercise of each equity warrant and the price at which and currency or currencies in which the SV Shares may be purchased upon exercise of each equity warrant; |
● | the terms of any provisions allowing or providing for adjustments in (i) the number and/or class of shares that may be purchased, (ii) the exercise price per share or (iii) the expiry of the equity warrants; |
● | whether the Company will issue fractional shares; |
● | whether the Company has applied to list the equity warrants or the underlying shares on a stock exchange; |
● | the designation and terms of any securities with which the equity warrants will be offered, if any, and the number of the equity warrants that will be offered with each security; |
● | the date or dates, if any, on or after which the equity warrants and the related securities will be transferable separately; |
● | whether the equity warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions; |
● | material Canadian federal income tax consequences of owning the equity warrants; |
● | any terms, procedures and limitations relating to the transferability, exchange or exercise of the equity warrants; and |
● | any other material terms or conditions of the equity warrants. |
Debt Warrants
The particular terms of each issue of debt warrants will be described in the related prospectus supplement. This description will include, where applicable:
● | the designation and aggregate number of debt warrants; |
● | the price at which the debt warrants will be offered; |
● | the currency or currencies in which the debt warrants will be offered; |
● | the designation and terms of any securities with which the debt warrants are being offered, if any, and the number of the debt warrants that will be offered with each security; |
● | the date or dates, if any, on or after which the debt warrants and the related securities will be transferable separately; |
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● | the principal amount and designation of debt securities that may be purchased upon exercise of each debt warrant and the price at which and currency or currencies in which that principal amount of debt securities may be purchased upon exercise of each debt warrant; |
● | the date on which the right to exercise the debt warrants will commence and the date on which the right will expire; |
● | the minimum or maximum amount of debt warrants that may be exercised at any one time; |
● | whether the debt warrants will be subject to redemption or call, and, if so, the terms of such redemption or call provisions; |
● | material Canadian federal income tax consequences of owning the debt warrants; |
● | whether the Company has applied to list the debt warrants or the underlying debt securities on an exchange; |
● | any terms, procedures and limitations relating to the transferability, exchange or exercise of the debt warrants; and |
● | any other material terms or conditions of the debt warrants. |
Prior to the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities subject to the warrants.
Digihost may issue units, which may consist of one or more of SV Shares, warrants or any other security specified in the relevant prospectus supplement. Each unit will be issued so that the holder of the unit is also the holder of each of the securities included in the unit. In addition, the relevant prospectus supplement relating to an offering of units will describe all material terms of any units offered, including, as applicable:
● | the designation and aggregate number of units being offered; |
● | the price at which the units will be offered; |
● | the designation, number and terms of the securities comprising the units and any agreement governing the units; |
● | the date or dates, if any, on or after which the securities comprising the units will be transferable separately; |
● | whether the Company will apply to list the units or any of the individual securities comprising the units on any exchange; |
● | material Canadian income tax consequences of owning the units, including, how the purchase price paid for the units will be allocated among the securities comprising the units; and |
● | any other material terms or conditions of the units. |
DESCRIPTION OF SUBSCRIPTION RECEIPTS
The Company may issue subscription receipts separately or in combination with one or more other securities, which will entitle holders thereof to receive, upon satisfaction of certain release conditions (the “Release Conditions”) and for no additional consideration, SV Shares, warrants, debt securities or any combination thereof. Subscription receipts will be issued pursuant to one or more subscription receipt agreements (each, a “Subscription Receipt Agreement”), the material terms of which will be described in the applicable prospectus supplement, each to be entered into between the Company and an escrow agent (the “Escrow Agent”) that will be named in the relevant prospectus supplement. Each Escrow Agent will be a financial institution organized under the laws of Canada or a province thereof and authorized to carry on business as a trustee. If underwriters or agents are used in the sale of any subscription receipts, one or more of such underwriters or agents may also be a party to the Subscription Receipt Agreement governing the subscription receipts sold to or through such underwriter or agent.
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The following description sets forth certain general terms and provisions of subscription receipts that may be issued hereunder and is not intended to be complete. The statements made in this prospectus relating to any Subscription Receipt Agreement and subscription receipts to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Subscription Receipt Agreement. Prospective purchasers should refer to the Subscription Receipt Agreement relating to the specific subscription receipts being offered for the complete terms of the subscription receipts. The Company will file a copy of any Subscription Receipt Agreement relating to an offering of subscription receipts with the applicable securities regulatory authorities in Canada after it has been entered into it.
General
The prospectus supplement and the Subscription Receipt Agreement for any subscription receipts that the Company may offer will describe the specific terms of the subscription receipts offered. This description may include, but may not be limited to, any of the following, if applicable:
● | the designation and aggregate number of subscription receipts being offered; |
● | the price at which the subscription receipts will be offered; |
● | the designation, number and terms of the SV Shares, warrants and/or debt securities to be received by the holders of subscription receipts upon satisfaction of the Release Conditions, and any procedures that will result in the adjustment of those numbers; |
● | the Release Conditions that must be met in order for holders of subscription receipts to receive, for no additional consideration, the SV Shares, warrants and/or debt securities; |
● | the procedures for the issuance and delivery of the SV Shares, warrants and/or debt securities to holders of subscription receipts upon satisfaction of the Release Conditions; |
● | whether any payments will be made to holders of subscription receipts upon delivery of the SV Shares, warrants and/or debt securities upon satisfaction of the Release Conditions; |
● | the identity of the Escrow Agent; |
● | the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of subscription receipts, together with interest and income earned thereon (collectively, the “Escrowed Funds”), pending satisfaction of the Release Conditions; |
● | the terms and conditions pursuant to which the Escrow Agent will hold the SV Shares, warrants and/or debt securities pending satisfaction of the Release Conditions; |
● | the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to the Company upon satisfaction of the Release Conditions; |
● | if the subscription receipts are sold to or through underwriters or agents, the terms and conditions under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters or agents in payment of all or a portion of their fees or commissions in connection with the sale of the subscription receipts; |
● | procedures for the refund by the Escrow Agent to holders of subscription receipts of all or a portion of the subscription price of their subscription receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the Release Conditions are not satisfied; |
● | any contractual right of rescission to be granted to initial purchasers of subscription receipts in the event that this prospectus, the prospectus supplement under which such subscription receipts are issued or any amendment hereto or thereto contains a misrepresentation; |
● | any entitlement of Digihost to purchase the subscription receipts in the open market by private agreement or otherwise; |
● | whether the Company will issue the subscription receipts as Global Securities and, if so, the identity of the Depositary for the Global Securities; |
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● | whether the Company will issue the subscription receipts as unregistered bearer securities, as registered securities or both; |
● | provisions as to modification, amendment or variation of the Subscription Receipt Agreement or any rights or terms of the subscription receipts, including upon any subdivision, consolidation, reclassification or other material change of the SV Shares, warrants or other Digihost securities, any other reorganization, amalgamation, merger or sale of all or substantially all of the Company’s assets or any distribution of property or rights to all or substantially all of the holders of SV Shares; |
● | whether the Company will apply to list the subscription receipts on any exchange; |
● | material Canadian federal income tax consequences of owning the subscription receipts; and |
● | any other material terms or conditions of the subscription receipts. |
Original purchasers of subscription receipts will have a contractual right of rescission against us in respect of the conversion of the subscription receipts. The contractual right of rescission will entitle such original purchasers to receive the amount paid on original purchase of the subscription receipts upon surrender of the underlying securities gained thereby, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion takes place within 180 days of the date of the purchase of the subscription receipts under this prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the subscription receipts under this prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law.
Rights of Holders of Subscription Receipts Prior to Satisfaction of Release Conditions
The holders of subscription receipts will not be, and will not have the rights of, Shareholders. Holders of subscription receipts are entitled only to receive SV Shares, warrants and/or debt securities on exchange of their subscription receipts, plus any cash payments, if any, all as provided for under the Subscription Receipt Agreement and only once the Release Conditions have been satisfied. If the Release Conditions are not satisfied, holders of subscription receipts shall be entitled to a refund of all or a portion of the subscription price therefor and their pro rata share of interest earned or income generated thereon, if provided for in the Subscription Receipt Agreement, all as provided in the Subscription Receipt Agreement.
Escrow
The Subscription Receipt Agreement will provide that the Escrowed Funds will be held in escrow by the Escrow Agent, and such Escrowed Funds will be released to the Company (and, if the subscription receipts are sold to or through underwriters or agents, a portion of the Escrowed Funds may be released to such underwriters or agents in payment of all or a portion of their fees in connection with the sale of the subscription receipts) at the time and under the terms specified by the Subscription Receipt Agreement. If the Release Conditions are not satisfied, holders of subscription receipts will receive a refund of all or a portion of the subscription price for their subscription receipts, plus their pro-rata entitlement to interest earned or income generated on such amount, if provided for in the Subscription Receipt Agreement, in accordance with the terms of the Subscription Receipt Agreement. SV Shares, warrants and or debt securities may be held in escrow by the Escrow Agent and will be released to the holders of subscription receipts following satisfaction of the Release Conditions at the time and under the terms specified in the Subscription Receipt Agreement.
Modifications
The Subscription Receipt Agreement will specify the terms upon which modifications and alterations to the subscription receipts issued thereunder may be made by way of a resolution of holders of subscription receipts at a meeting of such holders or consent in writing from such holders. The number of holders of subscription receipts required to pass such a resolution or execute such a written consent will be specified in the Subscription Receipt Agreement.
The Subscription Receipt Agreement will also specify that the Company may amend any Subscription Receipt Agreement and the subscription receipts without the consent of the holders of the subscription receipts to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not materially and adversely affect the interests of the holders of outstanding subscription receipts or as otherwise specified in the Subscription Receipt Agreement.
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DESCRIPTION OF SHARE PURCHASE CONTRACTS
The Company may issue share purchase contracts, representing contracts obligating holders to purchase from or sell to the Company a specified number of SV Shares, as applicable, at a future date or dates.
The price per SV Share and the number of SV Shares, as applicable, may be fixed at the time the share purchase contracts are issued or may be determined by reference to a specific formula or method set forth in the share purchase contracts. The Company may issue share purchase contracts in accordance with applicable laws and in such amounts and in as many distinct series as the Company may determine.
The share purchase contracts may be issued separately or as part of units consisting of a share purchase contract and beneficial interests in debt securities, or debt obligations of third parties, including U.S. treasury securities or obligations of the subsidiaries, securing the holders’ obligations to purchase the SV Shares under the share purchase contracts, which the Company refers to in this prospectus as share purchase units. The share purchase contracts may require the Company to make periodic payments to the holders of the share purchase units or vice versa, and these payments may be unsecured or refunded and may be paid on a current or on a deferred basis. The share purchase contracts may require holders to secure their obligations under those contracts in a specified manner.
Holders of share purchase contracts are not shareholders of Digihost. The particular terms and provisions of share purchase contracts offered by any prospectus supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the prospectus supplement filed in respect of such share purchase contracts. This description will include, where applicable: (i) whether the share purchase contracts obligate the holder to purchase or sell, or both purchase and sell, SV Shares, as applicable, and the nature and amount of those securities, or the method of determining those amounts; (ii) any conditions upon which the purchase or sale will be contingent and the consequences if such conditions are not satisfied; (iii) whether the share purchase contracts are to be settled by delivery, or by reference or linkage to the value or performance of SV Shares; (iv) any acceleration, cancellation, termination or other provisions relating to the settlement of the share purchase contracts; (v) the date or dates on which the sale or purchase must be made, if any; (vi) whether the share purchase contracts will be issued in fully registered or global form; (vii) the material income tax consequences of owning, holding and disposing of the share purchase contracts; and (vii) any other material terms and conditions of the share purchase contracts including, without limitation, transferability and adjustment terms and whether the share purchase contracts will be listed on a stock exchange.
The Company will deliver an undertaking to the securities regulatory authority in each of the provinces of British Columbia, Alberta, and Ontario, that it will not distribute share purchase contracts that, according to their terms as described in the applicable prospectus supplement, are “novel” specified derivatives within the meaning of Canadian securities legislation, separately to any member of the public in Canada, unless the offering is in connection with and forms part of the consideration for an acquisition or merger transaction or unless such prospectus supplement containing the specific terms of the share purchase contracts to be distributed separately is first approved by or on behalf of the securities commissions or similar regulatory authorities in each of the provinces of British Columbia, Alberta, and Ontario where the share purchase contracts will be distributed.
Original purchasers of share purchase contracts will be granted a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such share purchase contract. The contractual right of rescission will entitle such original purchasers to receive the amount paid upon conversion, exchange or exercise, upon surrender of the underlying securities gained thereby, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law.
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The Company may sell the securities of the Company offered by this prospectus (collectively, the “Securities”), separately or together, to or through underwriters or dealers purchasing as principals for public offering and sale by them, and also may sell Securities to one or more other purchasers directly or through agents. Each prospectus supplement will set forth the terms of the offering, including the name or names of any underwriters or agents, the purchase price or prices of the Securities (or the manner of determination thereof if offered on a non-fixed price basis), and the proceeds to the Company from the sale of the Securities.
The Securities may be sold from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution, in which case the compensation payable to an underwriter, dealer or agent in connection any such sale will be increased or decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriter, dealer or agent to the Company. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a reasonable effort to sell all of the Securities at the initial offering price fixed in the applicable prospectus supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such prospectus supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Company.
Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course of business.
Unless otherwise specified in the relevant prospectus supplement, in connection with any offering of Securities, the underwriters, dealers or agents who participate in the distribution of Securities may over-allot or effect transactions intended to maintain or stabilize the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time.
Unless stated to the contrary in any prospectus supplement, the Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered, sold or delivered within the United States or to U.S. persons within the meaning of Regulation S under the U.S. Securities Act, except in certain transactions that are exempt from the registration requirements of the U.S. Securities Act. In addition, until 40 days after the commencement of an offering of Securities, an offer or sale of the Securities within the United States or to U.S. persons by any dealer, whether or not participating in the offering, may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirements of the U.S. Securities Act. Each prospectus supplement with respect to the Company’s securities being offered will set forth the terms of the offering, including:
● | the person offering the securities; |
● | the name or names of any underwriters, dealers or other placement agents; |
● | the number and the purchase price of, and form of consideration for, our securities; |
● | any proceeds to the Company from such sale; and |
● | any commissions, fees, discounts and other items constituting underwriters’, dealers’ or agents’ compensation. |
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CERTAIN INCOME TAX CONSIDERATIONS
The applicable prospectus supplement may describe certain Canadian federal income tax consequences to an investor who is a non-resident of Canada or to an investor who is a resident of Canada of acquiring, owning and disposing of any of the Company’s securities offered thereunder. Investors should read the tax discussion in any prospectus supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.
Certain legal matters related to the Company’s securities offered by this prospectus will be passed upon on the Company’s behalf by Peterson McVicar LLP, with respect to matters of Canadian law.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The auditor of the Company is Clearhouse LLP at its offices located at #527 - 2560 Matheson Blvd E., Mississauga, ON, L4W 4Y9.
The transfer agent and registrar of the Company is Computershare Investor Services Inc. in Vancouver, British Columbia at 510 Burrard Street, 3rd Floor, Vancouver, BC, V6C 3B9.
Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.
Certain directors of the Company reside outside of Canada. Michel Amar, Alec Amar, Jon Williams, Adam Rossman, Gerard Rotonda, and Gerard Guez has appointed the following agents for service of process:
Name of Persons | Name and Address of Agent | |
Michel Amar Alec Amar Jon Williams Adam Rossman Gerard Rotonda Gerard Guez |
Peterson McVicar LLP Suite 902, 18 King Street East, Toronto, ON Canada M5C 1C4 |
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION
Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment thereto, irrespective of the determination at a later date of the purchase price of the securities distributed. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some provinces, revisions of the price or damages if the short form prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.
In an offering of warrants, or other convertible, exchangeable or exercisable securities, investors are cautioned that the statutory right of action for damages is limited, in certain provincial securities legislation, to the price at which the warrants, or other convertible, exchangeable or exercisable securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.
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Dated: January 28, 2021
This short form base shelf prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form base shelf prospectus and the supplement as required by the securities legislation of each of the provinces of British Columbia, Alberta, and Ontario.
(signed) “Michel Amar” | (signed) “Cindy Davis” | |
Michel Amar | Cindy Davis | |
Chief Executive Officer | Chief Financial Officer |
On Behalf of the Board of Directors
(signed) “Donald Christie” | (signed) “Alec Amar” | |
Donald Christie | Alec Amar | |
Director | Director |
C-1
Exhibit 99.53
Digihost Technology Inc.
QUALIFICATION CERTIFICATE
TO: | Ontario Securities Commission |
AND TO: | Alberta Securities Commission |
British Columbia Securities Commission |
RE: | Preliminary short form base shelf prospectus of Digihost Technology Inc. (the “Issuer”) dated January 28, 2021 (the “Preliminary Short Form Base-Shelf Prospectus”). |
The undersigned, Michel Amar, Chief Executive Officer of the Issuer, hereby certifies for and on behalf of the Issuer and not in her personal capacity, that:
1. | This certificate is delivered pursuant to section 4.1(a)(ii) of National Instrument 44-101 - Short Form Prospectus Distributions (“NI 44-101”) and section 7.1 of National Instrument 44-102 – Shelf Distributions relating to the qualification of the Issuer to file a prospectus in the form of a base-shelf prospectus; |
2. | the Issuer is relying on the qualification criteria in section 2.2 of NI 44-101 and section 2.2 of NI 44-102 to file a prospectus in the form of a short form prospectus; |
3. | the Issuer satisfies the criteria set forth in section 2.2 of NI 44-101 in that: |
(a) | the Issuer is an electronic filer under National Instrument 13-101 – System for Electronic Document Analysis and Retrieval (SEDAR); |
(b) | the Issuer is a reporting issuer in the Provinces of British Columbia and Alberta; |
(c) | the Issuer has filed with the securities regulatory authority in each jurisdiction in which it is a reporting issuer all periodic and timely disclosure documents that it is required to have filed in that jurisdiction |
(i) | under applicable securities legislation, |
(ii) | pursuant to an order issued by the securities regulatory authority, or |
(iii) | pursuant to an undertaking to the securities regulatory authority; |
(d) | the Issuer has, in at least one jurisdiction in which it is a reporting issuer, |
(i) | current annual financial statements (as such term is defined in NI 44-101), and |
(ii) | a current AIF (as such term is defined in NI 44-101); |
(e) | the Issuer’s equity securities are listed and posted for trading on a short form eligible exchange and the Issuer is not an issuer |
(i) | whose operations have ceased, or |
(ii) | whose principal asset is cash, cash equivalents, or its exchange listing; and |
4. | all of the material incorporated by reference in the Preliminary Short Form Base Shelf Prospectus and not previously filed is being filed with the Preliminary Short Form Base Shelf Prospectus. |
[REMAINDER OF PAGE HAS INTENTIONALLY BEEN LEFT BLANK]
DATED this 28th day of January, 2021.
DIGIHOST TECHNOLOGY INC.
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per: | (signed) “Michel Amar” | ||
Name: |
Michel Amar
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Title: | Chief Executive Officer |
2
Exhibit 99.54
|
Ontario
Securities Commission |
Commission des
|
22nd Floor
|
22e
étage
|
RECEIPT
Digihost Technology Inc. (formerly, HashChain Technology Inc.)
This is the receipt of the Ontario Securities Commission for the Preliminary Base Shelf Prospectus of the above Issuer dated January 28, 2021 (the preliminary prospectus).
The preliminary prospectus has been filed under Multilateral Instrument 11-102 Passport System in British Columbia and Alberta. A receipt for the preliminary prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied.
February 1, 2021
Sonny Randhawa | |
Sonny Randhawa | |
Director, Corporate Finance Branch | |
SEDAR Project # 3165655 |
Exhibit 99.55
DIGIHOST ANNOUNCES 33.7 BITCOINS MINED IN THE MONTH OF JANUARY
Vancouver, BC – February 4, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCPK: HSSHF) is pleased to announce that the Company has increased its Bitcoin (“BTC”) holdings by a total of 33.7 BTC as of January 31, 2021, which it accumulated through its BTC mining operations in the month of January 2021. Digihost now has a total of 183.7 BTC in its possession, which based on current BTC prices have an approximate value of US$6,890,000.
Digihost is also happy to report that the Company has increased its hashrate from 143 Petahash on December 31st, 2020 to 184 Petahash on January 31st, 2021. Management believes that with the increase in its hashrate, Digihost is well positioned to capitalize on increased expansion of operations and maintain strong BTC mining operations throughout 2021 and beyond.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.56
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
10th Floor – 595 Howe Street
Vancouver, British Columbia
Canada V6C 2T5
Item 2 | Date of Material Change |
February 4, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on February 4, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 917-242-6549
E: michelamar@me.com
Item 9 | Date of Report |
February 4, 2021
Exhibit 99.57
DIGIHOST ANNOUNCES upgraded listing FROM OTC PINK SHEETS to OTCQB IN U.S. MARKET
Toronto, ON – February 8, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has received approval from the OTC Markets Group to begin trading on the OTCQB Market under the ticker symbol “HSSHF” at the open of markets on February 8, 2021.
Michel Amar, CEO, stated: “We are very excited about Q1, as we continue to strive towards increasing our hashrate and margins. We are very pleased with last Friday’s trading volume that reached a new high of over $1 million in volume, and are excited about our recent upgrade to the OTCQB which will bring Digihost to a broader market with access to more investors. This will help us facilitate a larger scale of trading which should result in more liquidity.”
The OTCQB is a marketplace for entrepreneurial and development stage U.S. and international companies that are committed to providing a high-quality trading and information experience for
their investors. To be eligible, companies must be current in their financial reporting, pass a minimum bid price test, and undergo an annual company verification and management certification process.
U.S. investors can find Digihost’s current financial disclosure under the Company’s profile at www.sedar.com. The Company’s listing on the TSXV and the trading of its shares on the OTCQB contribute to a larger North American presence and affords investors preeminent access to trading.
The Company will continue to trade on the TSX Venture Exchange under the symbol “DGHI”.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.58
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 Date of Material Change
February 8, 2021
Item 3 News Release
The press release attached as Schedule “A” was released on February 8, 2021.
Item 4 Summary of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 5 Full Description of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 6 Reliance of subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 917-242-6549
E: michelamar@me.com
Item 9 Date of Report
February 8, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES upgraded listing FROM OTC PINK SHEETS to OTCQB IN U.S. MARKET
Toronto, ON – February 8, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has received approval from the OTC Markets Group to begin trading on the OTCQB Market under the ticker symbol “HSSHF” at the open of markets on February 8, 2021.
Michel Amar, CEO, stated: “We are very excited about Q1, as we continue to strive towards increasing our hashrate and margins. We are very pleased with last Friday’s trading volume that reached a new high of over $1 million in volume, and are excited about our recent upgrade to the OTCQB which will bring Digihost to a broader market with access to more investors. This will help us facilitate a larger scale of trading which should result in more liquidity.”
The OTCQB is a marketplace for entrepreneurial and development stage U.S. and international companies that are committed to providing a high-quality trading and information experience for
their investors. To be eligible, companies must be current in their financial reporting, pass a minimum bid price test, and undergo an annual company verification and management certification process.
U.S. investors can find Digihost’s current financial disclosure under the Company’s profile at www.sedar.com. The Company’s listing on the TSXV and the trading of its shares on the OTCQB contribute to a larger North American presence and affords investors preeminent access to trading.
The Company will continue to trade on the TSX Venture Exchange under the symbol “DGHI”.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.59
DIGIHOST ANNOUNCES $4 MILLION NON-BROKERED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Toronto, ON – February 12, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce a proposed non-brokered private placement financing of up to $4,000,000 (the “Offering”).
The Offering will consist of the sale of up to 4,938,272 common shares of the Company (“Shares”) at a price of $0.81 per Share. The Shares issued pursuant to the Offering will be subject to a statutory hold period of four months and one day in accordance with applicable securities laws.
Proceeds of the Offering, combined with Digihost’s existing capital resources, will be used by the Company to acquire the latest generation miners, increase capacity, reduce energy costs and for general working capital purposes. The Offering is subject to the receipt of all required corporate and regulatory approvals including the approval of the TSX Venture Exchange.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
About Digihost Technology Inc.
Digihost is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently hashing approximately 1.3 Bitcoins per day. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.60
DIGIHOST COMPLETES $4 MILLION NON-BROKERED PRIVATE PLACEMENT AND COMPLETES DEBT SETTLEMENT
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Toronto, ON – February 19, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that it has closed its previously announced non-brokered private placement financing for aggregate gross proceeds of $4,000,000 (the “Offering”). Pursuant to the Offering, the Company issued 4,938,271 common shares of the Company (“Shares”) at a price of $0.81 per Share. The Shares issued pursuant to the Offering are subject to a statutory hold period of four months and one day in accordance with applicable securities laws.
Proceeds of the Offering, combined with Digihost’s existing capital resources, will be used by the Company to acquire the latest generation miners, increase capacity, reduce energy costs and for general working capital purposes.
In connection with the Offering, the Company paid a commission of 148,148 Shares to third party advisors. The Shares issued to advisors are subject to a statutory hold period of four months and one day in accordance with applicable securities laws.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Related Party Transaction
A total of 1,063,094 Shares, representing gross proceeds of $861,106.14, were acquired by directors of the Company, including Shares acquired by persons for account over which directors of the Company have direction and control (the “Insider Purchases”). The Insider Purchases will be considered a “related party transaction” pursuant to Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (“MI 61-101”) requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the “related party transaction”. The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available because no securities of the Company are listed on specified markets, including the TSX, the New York Stock Exchange, the American Stock Exchange, the NASDAQ or any stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc. The Company is also relying on the exemption from minority shareholder approval requirements set out in MI 61-101 as the fair market value of the participation in the Offering by the insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
Debt Settlement
Digihost also announces its debt settlement agreements with two of its directors (the “Debt Settlement”), previously announced on November 24, 2020, have closed. The Debt Settlement received final approval by the TSX Venture Exchange on January 27, 2021. All securities issued pursuant to the Debt Settlement are subject to a four month and one day statutory hold period from the closing date.
About Digihost Technology Inc.
Digihost is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently hashing approximately 1.3 Bitcoins per day. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.61
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 Date of Material Change
February 19, 2021
Item 3 News Release
The press release attached as Schedule “A” was released on February 19, 2021.
Item 4 Summary of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 5 Full Description of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 6 Reliance of subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 917-242-6549
E: michelamar@me.com
Item 9 Date of Report
February 19, 2021
SCHEDULE “A”
DIGIHOST COMPLETES $4 MILLION NON-BROKERED PRIVATE PLACEMENT AND COMPLETES DEBT SETTLEMENT
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Toronto, ON – February 19, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that it has closed its previously announced non-brokered private placement financing for aggregate gross proceeds of $4,000,000 (the “Offering”). Pursuant to the Offering, the Company issued 4,938,271 common shares of the Company (“Shares”) at a price of $0.81 per Share. The Shares issued pursuant to the Offering are subject to a statutory hold period of four months and one day in accordance with applicable securities laws.
Proceeds of the Offering, combined with Digihost’s existing capital resources, will be used by the Company to acquire the latest generation miners, increase capacity, reduce energy costs and for general working capital purposes.
In connection with the Offering, the Company paid a commission of 148,148 Shares to third party advisors. The Shares issued to advisors are subject to a statutory hold period of four months and one day in accordance with applicable securities laws.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Related Party Transaction
A total of 1,063,094 Shares, representing gross proceeds of $861,106.14, were acquired by directors of the Company, including Shares acquired by persons for account over which directors of the Company have direction and control (the “Insider Purchases”). The Insider Purchases will be considered a “related party transaction” pursuant to Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (“MI 61-101”) requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the “related party transaction”. The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available because no securities of the Company are listed on specified markets, including the TSX, the New York Stock Exchange, the American Stock Exchange, the NASDAQ or any stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc. The Company is also relying on the exemption from minority shareholder approval requirements set out in MI 61-101 as the fair market value of the participation in the Offering by the insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
Debt Settlement
Digihost also announces its debt settlement agreements with two of its directors (the “Debt Settlement”), previously announced on November 24, 2020, have closed. The Debt Settlement received final approval by the TSX Venture Exchange on January 27, 2021. All securities issued pursuant to the Debt Settlement are subject to a four month and one day statutory hold period from the closing date.
About Digihost Technology Inc.
Digihost is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently hashing approximately 1.3 Bitcoins per day. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.62
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 Date of Material Change
February 12, 2021
Item 3 News Release
The press release attached as Schedule “A” was released on February 12, 2021.
Item 4 Summary of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 5 Full Description of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 6 Reliance of subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 917-242-6549
E: michelamar@me.com
Item 9 Date of Report
February 19, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES $4 MILLION NON-BROKERED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Toronto, ON – February 12, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce a proposed non-brokered private placement financing of up to $4,000,000 (the “Offering”).
The Offering will consist of the sale of up to 4,938,272 common shares of the Company (“Shares”) at a price of $0.81 per Share. The Shares issued pursuant to the Offering will be subject to a statutory hold period of four months and one day in accordance with applicable securities laws.
Proceeds of the Offering, combined with Digihost’s existing capital resources, will be used by the Company to acquire the latest generation miners, increase capacity, reduce energy costs and for general working capital purposes. The Offering is subject to the receipt of all required corporate and regulatory approvals including the approval of the TSX Venture Exchange.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
About Digihost Technology Inc.
Digihost is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently hashing approximately 1.3 Bitcoins per day. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.63
DIGIHOST ANNOUNCES $10 MILLION NON-BROKERED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Toronto, ON – February 23, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce a non-brokered private placement financing of up to $10,000,000 (the “Offering”). The Offering will consist of the sale of up to 2,857,142 units (“Units”) at a price of $3.50 per Unit.
Each Unit will be comprised of one (1) common share of the Company (a “Share”), and one-half of one (0.5) common share purchase warrant (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to acquire one additional common share of the Company at a price of $4.40 for a period of eighteen (18) months following the closing of the Offering.
Proceeds of the Offering will be used by the Company to acquire the latest generation miners, increase mining capacity, reduce energy costs and for general working capital purposes. Michel Amar, the Company’s CEO, stated: “We are very excited to expand the financial resources of the Company through the offering of this new capital raise. We intend to put the proceeds of the financing towards the acquisition of additional high-quality miners and we are motivated by the prospect of increasing our hashrate to mine beyond the current approximate 1.2 Bitcoins per day. We also continue to evaluate every opportunity for growth through capital investment with the objective of further lowering our already low electricity costs.”
The Offering is subject to the receipt of all required corporate and regulatory approvals including the approval of the TSX Venture Exchange. The securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day in accordance with applicable securities laws.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
About Digihost Technology Inc.
Digihost is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently hashing approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.64
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 Date of Material Change
February 23, 2021
Item 3 News Release
The press release attached as Schedule “A” was released on February 23, 2021.
Item 4 Summary of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 5 Full Description of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 6 Reliance of subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 917-242-6549
E: michelamar@me.com
Item 9 Date of Report
February 23, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES $10 MILLION NON-BROKERED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Toronto, ON – February 23, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce a non-brokered private placement financing of up to $10,000,000 (the “Offering”). The Offering will consist of the sale of up to 2,857,142 units (“Units”) at a price of $3.50 per Unit.
Each Unit will be comprised of one (1) common share of the Company (a “Share”), and one-half of one (0.5) common share purchase warrant (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to acquire one additional common share of the Company at a price of $4.40 for a period of eighteen (18) months following the closing of the Offering.
Proceeds of the Offering will be used by the Company to acquire the latest generation miners, increase mining capacity, reduce energy costs and for general working capital purposes. Michel Amar, the Company’s CEO, stated: “We are very excited to expand the financial resources of the Company through the offering of this new capital raise. We intend to put the proceeds of the financing towards the acquisition of additional high-quality miners and we are motivated by the prospect of increasing our hashrate to mine beyond the current approximate 1.2 Bitcoins per day. We also continue to evaluate every opportunity for growth through capital investment with the objective of further lowering our already low electricity costs.”
The Offering is subject to the receipt of all required corporate and regulatory approvals including the approval of the TSX Venture Exchange. The securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day in accordance with applicable securities laws.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
About Digihost Technology Inc.
Digihost is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently hashing approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Digihost and its investee companies to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Digihost believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. Digihost does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Exhibit 99.65
Digihost Announces Purchase of Shares by CEO, Michel Amar, for $3.344 MILLION
Toronto, ON – February 28, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that that Michel Amar, director and Chief Executive Officer of Digihost, has purchased an aggregate of 1,520,000 subordinate voting shares in the capital of Digihost (“SV Shares”) in a private transaction with escrowed shareholders at CAD$2.20 per SV Share, for aggregate consideration of CAD$3,344,000 (the “Share Acquisition”). A total of 1,127,328 SV Shares are currently held in escrow. The transfer is subject to TSX Venture Exchange approval. As a result of this acquisition, Michel Amar has ownership, control and direction through his holding companies of 14,475,716 SV Shares, representing 31.81% of the issued and outstanding shares of the class on a non-diluted basis, and 32.91% of the issued and outstanding shares of the class on a partially diluted basis, as well as 10,000 proportional voting shares (“PV Shares”) which represent 100% of the PV Shares.
Michel Amar said of the purchases, “I believe in the future of the blockchain economy and I have confidence in our Buffalo bitcoin mining facility and the talent of our operations team. The Company is well positioned to execute on its vision for expansion and good results. With my increased shareholding, and my previously announced salary of $1.00 for 2021, I continue to align myself with Digihost’s long-term growth strategy, as we continue to create shareholder value.”
This press release is being disseminated as required by National Instrument 62-103 – The Early Warning System and Related Take Over Bids and Insider Reporting Issues, with respect to the filing of an early warning report by Michel Amar. Prior to the Share Acquisition, Mr. Amar had ownership, control and direction through his holding companies of 12,955,716 SV Shares, representing 28.47% of the issued and outstanding shares of the class on a non-diluted basis, and 29.63% of the issued and outstanding shares of the class on a partially diluted basis.
Michel Amar acquired the shares for investment purposes and he may in the future take such actions in respect of his holdings as deemed appropriate in light of the circumstances then existing, including the purchase of additional shares or other securities of Digihost through open market purchases.
For further details, please see the Early Warning Report, a copy of which is available on the Company’s profile on SEDAR at www.sedar.com.
About Digihost Technology Inc.
Digihost is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently hashing approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michelamar@me.com
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.66
EARLY WARNING REPORT FILED PURSUANT TO
PART 3 OF NATIONAL INSTRUMENT 62-103
Form 62-103F1
Required Disclosure under the Early Warning Requirements
Item 1 – Security and Reporting Issuer
1.1 | State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities. |
Digihost Technology Inc. (formerly, HashChain Technology Inc.) (the “Issuer”)
The registered head office of the Issuer is the following:
595 Howe Street, 10th Floor
Vancouver, BC
V6C 2T5
1.2 | State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place. |
TSX Venture Exchange.
Item 2 – Identity of the Acquiror
2.1 | State the name and address of the acquiror. |
The acquiror is Michel Amar (the “Acquiror”) with an address at
1001 East Delavan Avenue
Buffalo, NY
14215
2.2 | State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence. |
On February 28, 2021, the Acquirer acquired a total of 1,520,000 subordinate voting shares of the Issuer (each, a “Share”) pursuant to private transactions with escrowed shareholders at a price of $2.20 per Share for aggregate consideration of $3,344,000 (the “Acquisition”).
2.3 | State the names of any joint actors. |
Not applicable.
1
Item 3 – Interest in Securities of the Reporting Issuer
3.1 | State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror’s securityholding percentage in the class of securities. |
Immediate prior to the Acquisition, the Acquiror had ownership, control and direction through his holding companies 12,955,716 Shares, representing 28.47% of the issued and outstanding shares of the class on a non-diluted basis, and 29.63% of the issued and outstanding shares of the class on a partially diluted basis. Following completion of the Acquisition, the Acquiror had ownership, control and direction through his holding companies of 14,475,716 Shares, representing 31.81% of the issued and outstanding shares of the class on a non-diluted basis, and 32.91% of the issued and outstanding shares of the class on a partially diluted basis.
3.2 | State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file this report. |
See Item 3.1.
3.3 | If the transaction involved a securities lending arrangement, state that fact. |
Not applicable.
3.4 | State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report. |
See Item 3.1.
3.5 | State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which |
(a) | the acquiror, either alone or together with any joint actors, has ownership and control, |
See Item 3.1.
(b) | the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and |
Not applicable.
2
(c) | the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership. |
Not applicable.
3.6 | If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings. |
Not applicable.
3.7 | If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement. |
State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.
Not applicable.
3.8 | If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding. |
Not applicable.
Item 4 – Consideration Paid
4.1 | State the value, in Canadian dollars, of any consideration paid or received per security and in total. |
See Item 2.2.
4.2 | In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror. |
See Item 2.2.
3
4.3 | If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition. |
Not applicable.
Item 5 – Purpose of the Transaction
State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:
(a) | the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer; |
(b) | a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries; |
(c) | a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; |
(d) | a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board; |
(e) | a material change in the present capitalization or dividend policy of the reporting issuer; |
(f) | a material change in the reporting issuer’s business or corporate structure; |
(g) | a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company; |
(h) | a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace; |
(i) | the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; |
(j) | a solicitation of proxies from security holders; |
(k) | an action similar to any of those enumerated above. |
The Shares were acquired by the Acquirer for investment purposes. The Acquirer will review his holdings from time to time and may increase or decrease his position as future circumstances may dictate.
4
Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer
Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.
Not Applicable.
Item 7 – Change in Material Fact
If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.
Not applicable.
Item 8 – Exemption
If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.
Not applicable.
Item 9 – Certification
The acquiror must certify that the information in this report is true and complete in every respect. In the case of an agent, the certification is based on the agent’s best knowledge, information and belief but the acquiror is still responsible for ensuring that the information filed by the agent is true and complete.
This report must be signed by each person on whose behalf the report is filed or his or her authorized representative.
5
It is an offence to submit information that, in a material respect and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue.
Certificate
The certificate must state the following:
I, as the acquiror, certify, or I, as the agent filing this report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.
Date: February 28, 2021
Per: | (signed) “Michel Amar” | |
Michel Amar |
6
Exhibit 99.67
DIGIHOST ANNOUNCES 35.02 BITCOINS MINED IN THE MONTH OF FEBRUARY
Toronto, ON – March 4, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has increased its mined Bitcoin (“BTC”) holdings during the month of February 2021 by 35.02 BTC, bringing the Company’s mined BTC balance to 218.72. The total BTC balance held by the Company as of February 28, 2021 is 219.72, which includes one BTC received as part of the $4,000,000 proceeds from the closing of the private placement announced on February 19, 2021. Based on an approximate current BTC price of US$51,000, the total value of BTC in the Company’s possession is approximately US$11,206,000.
Digihost is also pleased to report that as of February 28th, 2021, the Company has increased its hashrate to approximately 189 Petahash from a hashrate of 184 Petahash on January 31st, 2021. Management believes that with its ongoing efforts to increase its hashrate, Digihost is well positioned to maintain its strong BTC mining operations while the Company continues to execute on its strategy to expand its business operations throughout 2021 and beyond.
Michel Amar, the Company’s CEO, stated: “We are extremely excited by the results of our Bitcoin mining operations at our highly efficient mining facilities and we are also very encouraged by the general strength of the blockchain sector and cryptocurrency marketplace. During the shorter month of February we increased our Bitcoin mining output by approximately 3% over January. Also, the increase in the Company’s mining hashrate during the month demonstrates the optimization of our Bitcoin mining infrastructure and with that, coupled with the strength in Bitcoin, we continue to provide exceptional value and growth for our shareholders. Our entire team remains focused on and committed to value creation through operational efficiencies and continued investment in, and expansion of, our productive asset base.”
About Digihost Technology Inc.
Digihost is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently hashing approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.68
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
March 4, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on March 4, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 917-242-6549
E: michelamar@me.com
Item 9 | Date of Report |
March 4, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES 35.02 BITCOINS MINED IN THE MONTH OF FEBRUARY
Toronto, ON – March 4, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has increased its mined Bitcoin (“BTC”) holdings during the month of February 2021 by 35.02 BTC, bringing the Company’s mined BTC balance to 218.72. The total BTC balance held by the Company as of February 28, 2021 is 219.72, which includes one BTC received as part of the $4,000,000 proceeds from the closing of the private placement announced on February 19, 2021. Based on an approximate current BTC price of US$51,000, the total value of BTC in the Company’s possession is approximately US$11,206,000.
Digihost is also pleased to report that as of February 28th, 2021, the Company has increased its hashrate to approximately 189 Petahash from a hashrate of 184 Petahash on January 31st, 2021. Management believes that with its ongoing efforts to increase its hashrate, Digihost is well positioned to maintain its strong BTC mining operations while the Company continues to execute on its strategy to expand its business operations throughout 2021 and beyond.
Michel Amar, the Company’s CEO, stated: “We are extremely excited by the results of our Bitcoin mining operations at our highly efficient mining facilities and we are also very encouraged by the general strength of the blockchain sector and cryptocurrency marketplace. During the shorter month of February we increased our Bitcoin mining output by approximately 3% over January. Also, the increase in the Company’s mining hashrate during the month demonstrates the optimization of our Bitcoin mining infrastructure and with that, coupled with the strength in Bitcoin, we continue to provide exceptional value and growth for our shareholders. Our entire team remains focused on and committed to value creation through operational efficiencies and continued investment in, and expansion of, our productive asset base.”
About Digihost Technology Inc.
Digihost is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently hashing approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.69
DIGIHOST COMMENTS ON RECENT MARKET ACTIVITY
Toronto, ON – March 5, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is issuing this press release in response to recent market activity and the resulting volatility in its share price. Generally, the Company’s policy is to not comment on its stock price or trading activity unless specifically required to do so by the regulators. However, given the recent volatility and the inquiries made by investors, the Company would like to confirm, and reassure the marketplace, that all material information about the Company’s operations has been disclosed.
Michel Amar, the Company’s CEO stated: “The fundamentals of our Company and its operations continue to be strong. Digihost is well capitalized and, with the exception of the non-current portion of premises leases, the Company continues to operate without any long-term commercial debt. These key attributes, coupled together with the recently reported Bitcoin balance of 219.72 held by the Company, puts Digihost in a position to consider and take advantage of new opportunities as they present themselves, including the expansion of its productive asset base of state-of-the-art next generation cryptocurrency miners; securing additional access to clean and sustainable low cost sources of energy, as and when the Company’s operations expand; attracting and retaining best-in-class talent for our highly efficient Bitcoin mining operations; and, amongst other things, staying focused on creating long-term shareholder value.”
The Company recently reported that during the shorter month of February 2021, a total of 35.02 Bitcoin (“BTC”) were mined, whereas as during the previous month of January 2021, a total of 33.7 BTC were mined, representing an increase of approximately 4% month-over-month. The Company had further reported that during the same comparative period, its hashrate increased to approximately 189 Petahash at the end of February 2021, compared to 184 Petahash at the end of the preceding month.
Michel Amar continued to state: “The recent announcement of our increased Bitcoin output demonstrates the strength of our team and the efficiency of our Bitcoin mining infrastructure. Our vision for continued growth in the blockchain sector and cryptocurrency marketplace has not waivered and we remain focused on being a leader in this rapidly expanding sector. As CEO of the Company, I am committed to align myself with the goals and vision of our Company, which was recently demonstrated by my purchase of the Company’s shares for proceeds of $3.344 million.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently mining approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.70
DIGIHOST PROVIDES UPDATE ON PROPOSED PRIVATE PLACEMENT
Toronto, ON – March 8, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) announces that it will not be proceeding with the proposed non-brokered private placement of units of the Company (the “Offering”), which was announced on February 23, 2021. Given the recent volatility in trading activity, the Company has decided not to proceed with the Offering at this time, but may consider a non-brokered private placement at a later date with revisions to the number of units and the price per unit.
Michel Amar, the Company’s CEO, stated: “We remain focused on our mining operations at our highly efficient mining facility, and continue to be excited by the general strength of the blockchain sector. The Company is pleased with its increase to its hashrate to approximately 189 Petahash last month, and believe we are well positioned to maintain our strong Bitcoin mining operations. We remain dedicated to our ongoing efforts to continue to increase our hashrate, and our team is committed to evaluating every opportunity to create value for the Company and the shareholders through continued investment in, and expansion of, our productive asset base.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently mining approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.71
DIGIHOST ANNOUNCES CAD$25 MILLION BROKERED PRIVATE PLACEMENT WITH INSTITUTIONAL INVESTORS
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES/
Toronto, ON – March 11, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has entered into subscription agreements with certain institutional investors, for gross proceeds of approximately CAD$25 million in a private placement of its equity securities, comprised of 9,363,296 common shares of the Company (“Shares”) and warrants to purchase up to 9,363,296 common shares (“Warrants”), at a purchase price of CAD$2.67 per Share and associated Warrant. The Warrants have an exercise price of CAD$3.14 per Share and exercise period of three years from the issuance date. The net proceeds of the private placement will be used by the Company primarily to acquire additional Bitcoin miners, infrastructure expansion, further reduce energy costs and for working capital purposes.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the private placement.
The private placement is expected to close on or about March 16, 2021, subject to the receipt of all required corporate and regulatory approvals including the approval of the TSX Venture Exchange.
No securities were offered or sold to Canadian residents in connection with the private placement.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently mining approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as of the date of this news release. “Forward-looking information” in this news release includes information about the Private Placement including closing of the Private Placement and approval of the TSX Venture thereof and the use of net proceeds from the Private Placement, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: market and other conditions, continued effects of the COVID-19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; the availability of electricity at prevailing rates and on a continuous basis; the adequacy and security of custody for coins maintained in inventory; and, other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; the pricing of electricity at historical rates; the adequacy and security of custody for coins maintained in inventory; and, there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.72
DIGIHOST ANNOUNCES FILING OF US$125 MILLION PRELIMINARY
BASE SHELF PROSPECTUS
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Toronto, ON – March 11, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that it has filed a preliminary base shelf prospectus with the securities regulatory authorities in the provinces of British Columbia, Alberta and Ontario.
Upon a final base shelf prospectus (the “Shelf Prospectus”) becoming effective, the Shelf Prospectus will be valid for a 25-month period, during which time the Company may issue common shares, warrants, subscription receipts, units, debt securities and share purchase contracts (the “Securities”) on terms based on market conditions at the time of sale and as set forth in an accompanying prospectus supplement (“Prospectus Supplement”), having an aggregate offering amount of up to US$125 million.
Michel Amar, the Company’s CEO stated: “We are extremely excited to have taken this very positive step forward in the evolution of our growing company. Having ready and quicker access to the capital markets, and being able to expeditiously react to favourable conditions, Digihost will be able to execute more effectively its plan for rapid expansion in the blockchain sector and its Bitcoin mining operations, while continuing to create sustainable shareholder value.”
Unless otherwise specified in a Prospectus Supplement, the net proceeds from the sale of Securities may be used for general corporate and working capital requirements, funding ongoing operations, to repay indebtedness outstanding from time to time, to complete future acquisitions, or for other corporate purposes. Each Prospectus Supplement will contain specific information concerning the use of proceeds from that sale of Securities. There is no certainty that any Securities will be offered or sold under the Shelf Prospectus within the 25-month period.
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or in any jurisdiction where the offer, sale or solicitation would be unlawful. The Securities referred to in this news release may not be offered or sold in the United States absent registration or an applicable exemption from registration.
A copy of the preliminary base shelf prospectus can be found on the Company’s SEDAR profile at www.sedar.com.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently mining approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.73
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
March 11, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on March 11, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 917-242-6549
E: michelamar@me.com
Item 9 | Date of Report |
March 11, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES CAD$25 MILLION BROKERED PRIVATE PLACEMENT WITH INSTITUTIONAL INVESTORS
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES/
Toronto, ON – March 11, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has entered into subscription agreements with certain institutional investors, for gross proceeds of approximately CAD$25 million in a private placement of its equity securities, comprised of 9,363,296 common shares of the Company (“Shares”) and warrants to purchase up to 9,363,296 common shares (“Warrants”), at a purchase price of CAD$2.67 per Share and associated Warrant. The Warrants have an exercise price of CAD$3.14 per Share and exercise period of three years from the issuance date. The net proceeds of the private placement will be used by the Company primarily to acquire additional Bitcoin miners, infrastructure expansion, further reduce energy costs and for working capital purposes.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the private placement.
The private placement is expected to close on or about March 16, 2021, subject to the receipt of all required corporate and regulatory approvals including the approval of the TSX Venture Exchange.
No securities were offered or sold to Canadian residents in connection with the private placement.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
2
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently mining approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as of the date of this news release. “Forward-looking information” in this news release includes information about the Private Placement including closing of the Private Placement and approval of the TSX Venture thereof and the use of net proceeds from the Private Placement, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: market and other conditions, continued effects of the COVID-19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; the availability of electricity at prevailing rates and on a continuous basis; the adequacy and security of custody for coins maintained in inventory; and, other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; the pricing of electricity at historical rates; the adequacy and security of custody for coins maintained in inventory; and, there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
3
Exhibit 99.74
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
March 11, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on March 11, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 917-242-6549
E: michelamar@me.com
Item 9 | Date of Report |
March 12, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES FILING OF US$125 MILLION PRELIMINARY
BASE SHELF PROSPECTUS
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Toronto, ON – March 11, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that it has filed a preliminary base shelf prospectus with the securities regulatory authorities in the provinces of British Columbia, Alberta and Ontario.
Upon a final base shelf prospectus (the “Shelf Prospectus”) becoming effective, the Shelf Prospectus will be valid for a 25-month period, during which time the Company may issue common shares, warrants, subscription receipts, units, debt securities and share purchase contracts (the “Securities”) on terms based on market conditions at the time of sale and as set forth in an accompanying prospectus supplement (“Prospectus Supplement”), having an aggregate offering amount of up to US$125 million.
Michel Amar, the Company’s CEO stated: “We are extremely excited to have taken this very positive step forward in the evolution of our growing company. Having ready and quicker access to the capital markets, and being able to expeditiously react to favourable conditions, Digihost will be able to execute more effectively its plan for rapid expansion in the blockchain sector and its Bitcoin mining operations, while continuing to create sustainable shareholder value.”
Unless otherwise specified in a Prospectus Supplement, the net proceeds from the sale of Securities may be used for general corporate and working capital requirements, funding ongoing operations, to repay indebtedness outstanding from time to time, to complete future acquisitions, or for other corporate purposes. Each Prospectus Supplement will contain specific information concerning the use of proceeds from that sale of Securities. There is no certainty that any Securities will be offered or sold under the Shelf Prospectus within the 25-month period.
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or in any jurisdiction where the offer, sale or solicitation would be unlawful. The Securities referred to in this news release may not be offered or sold in the United States absent registration or an applicable exemption from registration.
A copy of the preliminary base shelf prospectus can be found on the Company’s SEDAR profile at www.sedar.com.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently mining approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
2
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
3
Exhibit 99.75
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
March 8, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on March 8, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 917-242-6549
E: michelamar@me.com
Item 9 | Date of Report |
March 12, 2021
SCHEDULE “A”
DIGIHOST PROVIDES UPDATE ON PROPOSED PRIVATE PLACEMENT
Toronto, ON – March 8, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) announces that it will not be proceeding with the proposed non-brokered private placement of units of the Company (the “Offering”), which was announced on February 23, 2021. Given the recent volatility in trading activity, the Company has decided not to proceed with the Offering at this time, but may consider a non-brokered private placement at a later date with revisions to the number of units and the price per unit.
Michel Amar, the Company’s CEO, stated: “We remain focused on our mining operations at our highly efficient mining facility, and continue to be excited by the general strength of the blockchain sector. The Company is pleased with its increase to its hashrate to approximately 189 Petahash last month, and believe we are well positioned to maintain our strong Bitcoin mining operations. We remain dedicated to our ongoing efforts to continue to increase our hashrate, and our team is committed to evaluating every opportunity to create value for the Company and the shareholders through continued investment in, and expansion of, our productive asset base.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently mining approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.76
DIGIHOST ANNOUNCES CLOSING OF CAD$25 MILLION BROKERED PRIVATE PLACEMENT WITH INSTITUTIONAL INVESTORS
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES/
Toronto, ON – March 17, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has closed its previously announced private placement of equity securities (the “Offering”). The offering was for gross proceeds of CAD$25 million in a private placement of its equity securities and consisted of the sale of 9,363,296 common shares of the Company (“Shares”) and warrants to purchase 9,363,296 common shares (“Warrants”), at a purchase price of CAD$2.67 per Share and associated Warrant. The Warrants have an exercise price of CAD$3.14 per Share and exercise period of three years from the issuance date.
The net proceeds of the private placement will be used by the Company primarily to acquire additional Bitcoin miners, infrastructure expansion, further reduce energy costs and for working capital purposes.
H.C. Wainwright & Co. acted as the exclusive placement agent for the private placement.
H.C. Wainwright & Co. received (i) a cash commission equal to 8.0% of the gross proceeds of the Offering and (ii) 749,064 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant will entitle the holder to purchase one common share at an exercise price of CAD$3.3375 at any time for a period of three years from the issuance date.
The securities issued under the Offering are subject to customary resale restrictions in the United States with no resale restrictions in Canada. No securities were offered or sold to Canadian residents in connection with the private placement.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently mining approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as of the date of this news release. “Forward-looking information” in this news release includes information about the Offering including closing of the Offering and approval of the TSX Venture thereof and the use of net proceeds from the Offering, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: market and other conditions, continued effects of the COVID-19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; the availability of electricity at prevailing rates and on a continuous basis; the adequacy and security of custody for coins maintained in inventory; and, other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; the pricing of electricity at historical rates; the adequacy and security of custody for coins maintained in inventory; and, there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.77
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
March 17, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on March 17, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 917-242-6549
E: michelamar@me.com
Item 9 | Date of Report |
March 17, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES CLOSING OF CAD$25 MILLION BROKERED PRIVATE PLACEMENT WITH INSTITUTIONAL INVESTORS
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES/
Toronto, ON – March 17, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has closed its previously announced private placement of equity securities (the “Offering”). The offering was for gross proceeds of CAD$25 million in a private placement of its equity securities and consisted of the sale of 9,363,296 common shares of the Company (“Shares”) and warrants to purchase 9,363,296 common shares (“Warrants”), at a purchase price of CAD$2.67 per Share and associated Warrant. The Warrants have an exercise price of CAD$3.14 per Share and exercise period of three years from the issuance date.
The net proceeds of the private placement will be used by the Company primarily to acquire additional Bitcoin miners, infrastructure expansion, further reduce energy costs and for working capital purposes.
H.C. Wainwright & Co. acted as the exclusive placement agent for the private placement.
H.C. Wainwright & Co. received (i) a cash commission equal to 8.0% of the gross proceeds of the Offering and (ii) 749,064 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant will entitle the holder to purchase one common share at an exercise price of CAD$3.3375 at any time for a period of three years from the issuance date.
The securities issued under the Offering are subject to customary resale restrictions in the United States with no resale restrictions in Canada. No securities were offered or sold to Canadian residents in connection with the private placement.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
2
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently mining approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as of the date of this news release. “Forward-looking information” in this news release includes information about the Offering including closing of the Offering and approval of the TSX Venture thereof and the use of net proceeds from the Offering, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: market and other conditions, continued effects of the COVID-19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; the availability of electricity at prevailing rates and on a continuous basis; the adequacy and security of custody for coins maintained in inventory; and, other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; the pricing of electricity at historical rates; the adequacy and security of custody for coins maintained in inventory; and, there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
3
Exhibit 99.78
DIGIHOST ACQUIRES 60 MW POWER PLANT
INCREASING HASHRATE CAPACITY TO 3 EH
Toronto, March 24, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has signed a binding agreement (the “Agreement”) for the purchase of a 60 MW power plant (“Digifactory1”) located in the State of New York, bringing the Company’s total power capacity to approximately 102 MW. The Company’s ability to generate its own power will significantly reduce electricity costs, the Company’s largest operating expense for its cryptocurrency mining operations. It is estimated that with the acquisition of Digifactory1, the all-in cost of electricity will be reduced to under US$0.03 per kw/h.
To the extent possible, the Company intends to source and utilize renewable natural gas for the operations of Digifactory1 and also engage in the practice of acquiring renewable energy certificates, all in line with the Company’s objective to mitigate its carbon footprint. Digifactory1 will have the capacity to operate an additional 18,000 top tier Bitcoin miners, which if added to the existing fleet of 11,500 miners already in operation, would combine for a total Bitcoin mining capacity of approximately 400 Bitcoins per month as of today’s mining difficulty factor. Additionally, the expanded capacity would allow for a potential increase to the existing hashrate of 190 PH to up to 3 EH. This substantial increase in both Bitcoin mining output capacity and hashrate would be the direct result of potentially adding up to 18,000 latest generation Bitcoin miners, versus the current operating mix of 11,500 older and newer version Bitcoin miners.
Under the terms of the Agreement, the Company will pay to the vendor cash consideration of US$3,500,000 and issue to the vendor 437,318 common shares of the Company with a deemed value of US$750,000 (US$1.72 per share).
Alec Amar, the Company’s President stated: “We are extremely excited to have achieved this milestone in the evolution of our Company. Vertical integration is a fundamental aspect of our business model, which will enable us to maximize Bitcoin mining efficiency and continuing to create sustainable value for our shareholders. The addition of Digifactory1 will further reduce the electricity costs of our already efficient operations, and will also provide additional capacity to operate a new fleet of top tier Bitcoin miners.”
The transaction is expected to close within ninety days subject to TSX Venture Exchange and all required regulatory approvals. The securities issuable in connection therewith will be subject to a statutory four month and a day hold period. Further announcements will be made on the status of the transaction and closing.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently mining approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations as a result of the acquisition of Digifactory1, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the ability to obtain regulatory approval for and complete the acquisition of Digifactory1 on the terms as announced or at all; the ability to successfully integrate the acquisition of Digifactory1 on an economic basis or at all; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
2
Exhibit 99.79
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
March 24, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on March 24, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 917-242-6549
E: michelamar@me.com
Item 9 | Date of Report |
March 24, 2021
SCHEDULE “A”
DIGIHOST ACQUIRES 60 MW POWER PLANT
INCREASING HASHRATE CAPACITY TO 3 EH
Toronto, March 24, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has signed a binding agreement (the “Agreement”) for the purchase of a 60 MW power plant (“Digifactory1”) located in the State of New York, bringing the Company’s total power capacity to approximately 102 MW. The Company’s ability to generate its own power will significantly reduce electricity costs, the Company’s largest operating expense for its cryptocurrency mining operations. It is estimated that with the acquisition of Digifactory1, the all-in cost of electricity will be reduced to under US$0.03 per kw/h.
To the extent possible, the Company intends to source and utilize renewable natural gas for the operations of Digifactory1 and also engage in the practice of acquiring renewable energy certificates, all in line with the Company’s objective to mitigate its carbon footprint. Digifactory1 will have the capacity to operate an additional 18,000 top tier Bitcoin miners, which if added to the existing fleet of 11,500 miners already in operation, would combine for a total Bitcoin mining capacity of approximately 400 Bitcoins per month as of today’s mining difficulty factor. Additionally, the expanded capacity would allow for a potential increase to the existing hashrate of 190 PH to up to 3 EH. This substantial increase in both Bitcoin mining output capacity and hashrate would be the direct result of potentially adding up to 18,000 latest generation Bitcoin miners, versus the current operating mix of 11,500 older and newer version Bitcoin miners.
Under the terms of the Agreement, the Company will pay to the vendor cash consideration of US$3,500,000 and issue to the vendor 437,318 common shares of the Company with a deemed value of US$750,000 (US$1.72 per share).
Alec Amar, the Company’s President stated: “We are extremely excited to have achieved this milestone in the evolution of our Company. Vertical integration is a fundamental aspect of our business model, which will enable us to maximize Bitcoin mining efficiency and continuing to create sustainable value for our shareholders. The addition of Digifactory1 will further reduce the electricity costs of our already efficient operations, and will also provide additional capacity to operate a new fleet of top tier Bitcoin miners.”
The transaction is expected to close within ninety days subject to TSX Venture Exchange and all required regulatory approvals. The securities issuable in connection therewith will be subject to a statutory four month and a day hold period. Further announcements will be made on the status of the transaction and closing.
2
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently mining approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations as a result of the acquisition of Digifactory1, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the ability to obtain regulatory approval for and complete the acquisition of Digifactory1 on the terms as announced or at all; the ability to successfully integrate the acquisition of Digifactory1 on an economic basis or at all; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
3
Exhibit 99.80
DIGIHOST ANNOUNCES GRANT OF STOCK OPTIONS
Toronto, ON – March 26, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) announces that it has granted to the directors, officers, employees and consultants of the Company an aggregate of 1,600,000 incentive stock options (the “Stock Options”) to purchase common shares under the Company’s incentive stock option plan. Each Stock Option is exercisable into a common share of the Company at a price of $2.49 for a period of five years from the date of grant. The Stock Options will vest fully on the six-month anniversary of the date of grant and be subject to the terms and conditions of the Plan and the policies of the TSX Venture Exchange.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently mining approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.81
DIGIHOST ACQUIRES 700 S17+ 76TH BITCOIN MINERS
FOR IMMEDIATE DELIVERY
Toronto, ON – March 29, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce the acquisition of 700 Bitmain S17+ 76TH miners for a total purchase price of US$4.025 million, that would increase the Company’s hashrate by 50PH, or approximately 20% in the second quarter of 2021. The Bitmain S17+ miners are scheduled for delivery in early April and will be deployed immediately.
The addition of the 700 Bitmain S17+ miners, based on the current price of Bitcoin (“BTC”) and level of mining difficulty, would increase the Company’s monthly mined BTC by approximately 9 BTC, which would translate to an additional US$400,000 of operating profit per month. The new miners will be installed at the Company’s existing mining facility in Upstate New York.
Michel Amar, the Company’s CEO, stated: “We continue to aggressively pursue every new opportunity that aligns with our goal to expand operations through the strategic acquisition of Bitcoin miners and low-cost sources of clean energy. The acquisition and immediate deployment of these new miners is the first in, what we expect to be, many new acquisitions going forward. We are excited to implement our plan to utilize the expanded 3EH hashing capacity from our recently announced acquisition of a 60MW power plant (press release: March 24, 2021), where it is expected that the Company’s energy cost would be further reduced by up to 40%.”
The total purchase price of US$4,025,000 will be comprised of cash consideration of US$2.975 million and issuance to the vendor of 533,781 common shares of the Company with a deemed value of US$1,050,000 (CAD$1,329,114 (CAD$2.49 per share)). The securities issuable in connection therewith will be subject to a statutory four month and a day hold period, and will be subject to TSX Venture Exchange and all required regulatory approvals.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 190PH with potential to expand to a rate of 3EH.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations including as a result of acquisitions of equipment and infrastructure, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the ability to obtain regulatory approval for and complete acquisitions of equipment and infrastructure on the terms as announced or at all; the ability to successfully integrate the acquisitions of equipment and infrastructure on an economic basis or at all; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
2
Exhibit 99.82
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
March 29, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on March 29, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 917-242-6549
E: michelamar@me.com
Item 9 | Date of Report |
March 29, 2021
SCHEDULE “A”
DIGIHOST ACQUIRES 700 S17+ 76TH BITCOIN MINERS
FOR IMMEDIATE DELIVERY
Toronto, ON – March 29, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce the acquisition of 700 Bitmain S17+ 76TH miners for a total purchase price of US$4.025 million, that would increase the Company’s hashrate by 50PH, or approximately 20% in the second quarter of 2021. The Bitmain S17+ miners are scheduled for delivery in early April and will be deployed immediately.
The addition of the 700 Bitmain S17+ miners, based on the current price of Bitcoin (“BTC”) and level of mining difficulty, would increase the Company’s monthly mined BTC by approximately 9 BTC, which would translate to an additional US$400,000 of operating profit per month. The new miners will be installed at the Company’s existing mining facility in Upstate New York.
Michel Amar, the Company’s CEO, stated: “We continue to aggressively pursue every new opportunity that aligns with our goal to expand operations through the strategic acquisition of Bitcoin miners and low-cost sources of clean energy. The acquisition and immediate deployment of these new miners is the first in, what we expect to be, many new acquisitions going forward. We are excited to implement our plan to utilize the expanded 3EH hashing capacity from our recently announced acquisition of a 60MW power plant (press release: March 24, 2021), where it is expected that the Company’s energy cost would be further reduced by up to 40%.”
The total purchase price of US$4,025,000 will be comprised of cash consideration of US$2.975 million and issuance to the vendor of 533,781 common shares of the Company with a deemed value of US$1,050,000 (CAD$1,329,114 (CAD$2.49 per share)). The securities issuable in connection therewith will be subject to a statutory four month and a day hold period, and will be subject to TSX Venture Exchange and all required regulatory approvals.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 190PH with potential to expand to a rate of 3EH.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
2
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations including as a result of acquisitions of equipment and infrastructure, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the ability to obtain regulatory approval for and complete acquisitions of equipment and infrastructure on the terms as announced or at all; the ability to successfully integrate the acquisitions of equipment and infrastructure on an economic basis or at all; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
3
Exhibit 99.83
|
Ontario
Securities Commission |
Commission des
|
22nd Floor
|
22e
étage
|
OSC NOTICE TO PUBLIC
ISSUER:
Digihost Technology Inc. (formerly, HashChain Technology Inc.) Principal Jurisdiction - Ontario
DATES:
Preliminary Shelf Prospectus (NI 44-102) dated January 28, 2021
Withdrawn on March 23, 2021
PROJECT NUMBER:
3165655
Exhibit 99.84
DIGIHOST ANNOUNCES 105.26 BITCOINS MINED IN THE FIRST QUARTER OF 2021
AND PROVIDES OPERATIONS UPDATE
Toronto, ON – April 6, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has increased its mined Bitcoin (“BTC”) holdings during the month of March 2021 by 36.54 BTC, bringing the Company’s total BTC balance to 256.26. Based on an approximate current BTC price of US$59,000, the total value of BTC in the Company’s possession is approximately US$15,119,000. During the first quarter of 2021, Digihost mined a total of 105.26 BTC, broken down by month as follows:
January 2021 | 33.70 BTC |
February 2021 | 35.02 BTC |
March 2021 | 36.54 BTC |
At the end of March 2021, the Company was mining BTC at a hashrate of approximately 190PH and at an all-in cost of approximately US$15,000 per BTC for the month of March.
Digihost is also pleased to report that during the first quarter of 2021, the Company achieved many significant milestones in its evolution as a top tier blockchain technology company, including:
● | closed approximately $29 million in equity financings; |
● | upgraded its exchange listing in the U.S. from the OTC Pink Sheets to the OTCQB; |
● | increased the Company’s potential hashrate capacity to 3EH through the conditional acquisition of a 60MW power plant in Upstate New York; |
● | acquired 700 S17+ 76TH BTC miners, projected to be fully operational by mid-April; and |
● | repayment of all debt in the aggregate amount of US$3,975,000. |
Michel Amar, the Company’s CEO, stated: “We are extremely pleased to report the success achieved by Digihost during the first quarter of 2021. Having mined 105.26 BTC during the quarter, and consistently increasing the rate of output month-over-month, we have increased the balance of BTC held by the Company to a total 256.26 BTC, which is a testament to our efficient operations and highly skilled operations team. We are also excited to deploy an additional 700 BTC miners this month, which will aid in furthering our goal of continuously increasing the level of BTC mined and held by the Company and providing growth and value for our shareholder base. As a Company, we continue to explore every opportunity to expand our BTC mining operations through the acquisition of new miners, vertical integration, improved operational efficiencies, and ensuring that the Company is always in a position to attract the financial resources to achieve these goals.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 190PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
2
Exhibit 99.85
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
April 6, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on April 6, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 917-242-6549
E: michelamar@me.com
Item 9 | Date of Report |
April 6, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES 105.26 BITCOINS MINED IN THE FIRST QUARTER OF 2021 AND PROVIDES OPERATIONS UPDATE
Toronto, ON – April 6, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has increased its mined Bitcoin (“BTC”) holdings during the month of March 2021 by 36.54 BTC, bringing the Company’s total BTC balance to 256.26. Based on an approximate current BTC price of US$59,000, the total value of BTC in the Company’s possession is approximately US$15,119,000. During the first quarter of 2021, Digihost mined a total of 105.26 BTC, broken down by month as follows:
January 2021 | 33.70 BTC |
February 2021 | 35.02 BTC |
March 2021 | 36.54 BTC |
At the end of March 2021, the Company was mining BTC at a hashrate of approximately 190PH and at an all-in cost of approximately US$15,000 per BTC for the month of March.
Digihost is also pleased to report that during the first quarter of 2021, the Company achieved many significant milestones in its evolution as a top tier blockchain technology company, including:
● | closed approximately $29 million in equity financings; |
● | upgraded its exchange listing in the U.S. from the OTC Pink Sheets to the OTCQB; |
● | increased the Company’s potential hashrate capacity to 3EH through the conditional acquisition of a 60MW power plant in Upstate New York; |
● | acquired 700 S17+ 76TH BTC miners, projected to be fully operational by mid-April; and |
● | repayment of all debt in the aggregate amount of US$3,975,000. |
Michel Amar, the Company’s CEO, stated: “We are extremely pleased to report the success achieved by Digihost during the first quarter of 2021. Having mined 105.26 BTC during the quarter, and consistently increasing the rate of output month-over-month, we have increased the balance of BTC held by the Company to a total 256.26 BTC, which is a testament to our efficient operations and highly skilled operations team. We are also excited to deploy an additional 700 BTC miners this month, which will aid in furthering our goal of continuously increasing the level of BTC mined and held by the Company and providing growth and value for our shareholder base. As a Company, we continue to explore every opportunity to expand our BTC mining operations through the acquisition of new miners, vertical integration, improved operational efficiencies, and ensuring that the Company is always in a position to attract the financial resources to achieve these goals.”
2
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 190PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
3
Exhibit 99.86
DIGIHOST ANNOUNCES CAD$25 MILLION PRIVATE PLACEMENT WITH INSTITUTIONAL INVESTORS
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, April 6, 2021 (GLOBE NEWSWIRE) -- Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has entered into subscription agreements with certain institutional investors, for gross proceeds of approximately CAD$25 million in a private placement of its equity securities, comprised of 11,682,243 common shares of the Company (“Shares”) and warrants to purchase up to 11,682,243 common shares (“Warrants”), at a purchase price of CAD$2.14 per Share and associated Warrant. The Warrants have an exercise price of CAD$2.37 per Share and exercise period of four years from the issuance date. The net proceeds of the private placement will be used by the Company primarily to acquire additional Bitcoin miners, infrastructure expansion, further reduce energy costs and for working capital purposes.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the private placement.
The private placement is expected to close on or about April 9, 2021, subject to satisfaction of customary closing conditions, including the approval of the TSX Venture Exchange.
No securities were offered or sold to Canadian residents in connection with the private placement.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release shall not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company’s mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently mining approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as of the date of this news release. “Forward-looking information” in this news release includes information about the Private Placement including closing of the Private Placement and approval of the TSX Venture thereof and the use of net proceeds from the Private Placement, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: market and other conditions, continued effects of the COVID-19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; the availability of electricity at prevailing rates and on a continuous basis; and, other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; the pricing of electricity at historical rates; the adequacy and security of custody for coins maintained in inventory; and, there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
2
Exhibit 99.87
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
April 6, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on April 6, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 917-242-6549
E: michelamar@me.com
Item 9 | Date of Report |
April 7, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES CAD$25 MILLION PRIVATE PLACEMENT WITH INSTITUTIONAL INVESTORS
/NOT
FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, April 6, 2021 (GLOBE NEWSWIRE) -- Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has entered into subscription agreements with certain institutional investors, for gross proceeds of approximately CAD$25 million in a private placement of its equity securities, comprised of 11,682,243 common shares of the Company (“Shares”) and warrants to purchase up to 11,682,243 common shares (“Warrants”), at a purchase price of CAD$2.14 per Share and associated Warrant. The Warrants have an exercise price of CAD$2.37 per Share and exercise period of four years from the issuance date. The net proceeds of the private placement will be used by the Company primarily to acquire additional Bitcoin miners, infrastructure expansion, further reduce energy costs and for working capital purposes.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the private placement.
The private placement is expected to close on or about April 9, 2021, subject to satisfaction of customary closing conditions, including the approval of the TSX Venture Exchange.
No securities were offered or sold to Canadian residents in connection with the private placement.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release shall not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain company primarily focused on Bitcoin mining. The Company's mining facility is located in Buffalo, N.Y., and is equipped with an 18.7MVA 115,000-kilovolt-ampere outdoor substation with an option to increase the power output to 42MVA. The Company is currently mining approximately 1.2 Bitcoins per day, subject to difficulty. Digihost’s strategy is to focus on continually increasing its hashrate with a concurrent reduction in energy costs.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
2
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as of the date of this news release. “Forward-looking information” in this news release includes information about the Private Placement including closing of the Private Placement and approval of the TSX Venture thereof and the use of net proceeds from the Private Placement, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: market and other conditions, continued effects of the COVID-19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; the availability of electricity at prevailing rates and on a continuous basis; and, other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; the pricing of electricity at historical rates; the adequacy and security of custody for coins maintained in inventory; and, there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
3
Exhibit 99.88
DIGIHOST TECHNOLOGY INC.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020
(EXPRESSED IN UNITED STATES DOLLARS)
(UNAUDITED)
Notice to Reader
The Company is hereby re-filing amended condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 which include restatements related to a decrease in the goodwill and share based compensation which were overstated by $2,957,458 and $512,523, respectively. In particular, the condensed interim consolidated financial statements have been restated as follows:
i. | Goodwill decreased by $2,957,458 with a corresponding decrease in share capital. |
ii. | The share based compensation was overstated by $84,109 and $512,523, respectively for the three and nine months ended September 30, 2020 which has decreased net loss and comprehensive loss by the same amounts. The reserves and deficit have been adjusted accordingly. The net loss per share basic and diluted have decreased to $0.04 and $0.11 for the three and nine months ended September 30, 2020, respectively. |
iii. | The Company also updated the subsequent events notes for the disclosure of material transactions subsequent to September 30, 2020. |
Apart from the aforementioned changes, no other changes were made to the information presented in the document.
Digihost Technology Inc.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars) (Unaudited)
As at | As at | |||||||
September 30, | December 31, | |||||||
2020 | 2019 | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 6,833 | $ | 152,154 | ||||
Cash held in trust | - | 1,151,783 | ||||||
Amounts receivable and prepaid expenses (note 4) | 136,313 | 161,919 | ||||||
Loan receivable (notes 10 and 14) | - | 2,431,655 | ||||||
Digital currencies (note 5) | 1,369,247 | - | ||||||
Total current assets | 1,512,393 | 3,897,511 | ||||||
Property, plant and equipment (notes 6 and 10) | 6,476,881 | - | ||||||
Right of use assets (note 7) | 720,347 | - | ||||||
Goodwill (note 3) | 1,485,403 | - | ||||||
Total assets | $ | 10,195,024 | $ | 3,897,511 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY) | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued liabilities (note 9) | $ | 451,152 | $ | 68,458 | ||||
Lease liabilities (note 8) | 285,016 | - | ||||||
Loans payable (note 10) | 965,062 | - | ||||||
Subscription liability (note 12) | - | 4,103,766 | ||||||
Total current liabilities | 1,701,230 | 4,172,224 | ||||||
Lease liabilities (note 8) | 455,594 | - | ||||||
Warrant liability (note 11) | 414 | - | ||||||
Total liabilities | 2,157,238 | 4,172,224 | ||||||
Shareholders’ equity (deficiency) | ||||||||
Share capital (note 12) | 11,337,130 | 20 | ||||||
Reserves | 693,999 | - | ||||||
Deficit | (3,993,343 | ) | (274,733 | ) | ||||
Total shareholders’ equity (deficiency) | 8,037,786 | (274,713 | ) | |||||
Total liabilities and shareholders’ equity (deficiency) | $ | 10,195,024 | $ | 3,897,511 |
Nature of operations and going concern (note 1)
Other events (note 15)
Subsequent events (note 16)
The accompanying notes are an integral part of these financial statements.
- 1 -
Digihost Technology Inc.
Condensed Interim Consolidated Statement of Loss and Comprehensive Loss
(Expressed in United States Dollars) (Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Revenue from digital currency mining (note 5) | $ | 437,813 | $ | - | $ | 2,366,000 | $ | - | ||||||||
Cost of digital currency mining | ||||||||||||||||
Operating and maintenance costs | (1,224,911 | ) | - | (2,834,704 | ) | - | ||||||||||
Operating Loss | (787,098 | ) | - | (468,704 | ) | - | ||||||||||
Revaluation of digital currency (note 5) | 164,315 | - | 256,195 | - | ||||||||||||
Gain on sale of digital currency (note 5) | 10,079 | - | 25,237 | - | ||||||||||||
Gain on sale of masks | - | - | 44,068 | - | ||||||||||||
Insurance proceeds | - | - | 109,900 | - | ||||||||||||
Expenses | ||||||||||||||||
Accretion (note 8) | (19,633 | ) | - | (48,364 | ) | - | ||||||||||
Office and administrative expenses | (79,955 | ) | (2,191 | ) | (80,071 | ) | (2,191 | ) | ||||||||
Professional fees | (70,965 | ) | (63,693 | ) | (309,507 | ) | (187,085 | ) | ||||||||
Depreciation (notes 6 and 7) | (1,089,869 | ) | - | (2,543,029 | ) | - | ||||||||||
Regulatory fees | (1,549 | ) | - | (53,320 | ) | - | ||||||||||
Share based compensation (note 13) | 214,207 | - | (693,999 | ) | - | |||||||||||
Change in fair value of warrant liability (note 11) | 1,209 | - | 42,984 | - | ||||||||||||
Net loss and comprehensive loss for the period | $ | (1,659,259 | ) | $ | (65,884 | ) | $ | (3,718,610 | ) | $ | (189,276 | ) | ||||
Basic and diluted loss per share | $ | (0.04 | ) | $ | (32,942 | ) | $ | (0.11 | ) | $ | (94,638 | ) | ||||
Weighted average number of common shares outstanding - basic and diluted | 40,073,661 | 2 | 33,492,221 | 2 |
The accompanying notes are an integral part of these financial statements.
- 2 -
Digihost Technology Inc.
Condensed Interim Consolidated Statement of Cash Flows
(Expressed in United States Dollars) (Unaudited)
Nine Months Ended
September 30, |
||||||||
2020 | 2019 | |||||||
Operating activities | ||||||||
Net loss for the period | $ | (3,718,610 | ) | $ | (189,276 | ) | ||
Adjustments for: | ||||||||
Depreciation | 2,543,029 | - | ||||||
Accretion | 48,364 | - | ||||||
Shares issued for professional fees | 94,639 | - | ||||||
Share based compensation | 693,999 | - | ||||||
Change in fair value of warrant liability | (42,984 | ) | - | |||||
Non-cash working capital items: | ||||||||
Amounts receivable and prepaid expenses | (106,628 | ) | (93,450 | ) | ||||
Digital currencies | (1,369,247 | ) | - | |||||
Accounts payable and accrued liabilities | 120,023 | 39,676 | ||||||
Net cash used in operating activities | (1,737,415 | ) | (243,050 | ) | ||||
Investing activity | ||||||||
Purchase of mining equipment | (393,660 | ) | - | |||||
Net cash used in investing activity | (393,660 | ) | - | |||||
Financing activities | ||||||||
Subscription proceeds | - | 2,437,266 | ||||||
Return of subscription proceeds | (39,355 | ) | - | |||||
Net funds received for loans payable | 1,074,257 | (998,946 | ) | |||||
Lease payments | (201,977 | ) | - | |||||
Cash from reverse takeover transaction | 1,046 | - | ||||||
Net cash provided by financing activities | 833,971 | 1,438,320 | ||||||
Net change in cash | (1,297,104 | ) | 1,195,270 | |||||
Cash, beginning of period | 1,303,937 | - | ||||||
Cash, end of period | $ | 6,833 | $ | 1,195,270 | ||||
Supplemental information | ||||||||
Common shares issued to acquire property, plant and equipment | $ | 4,264,000 | $ | - | ||||
Interest paid | $ | 6,507 | $ | - |
The accompanying notes are an integral part of these financial statements.
- 3 -
Digihost Technology Inc.
Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity (Deficiency)
(Expressed in United States Dollars) (Unaudited)
Number of shares | ||||||||||||||||||||||||
Subordinate
voting |
Proportionate
voting |
Share | Contributed | Accumulated | ||||||||||||||||||||
shares | shares | capital | surplus | Deficit | Total | |||||||||||||||||||
Balance, December 31, 2018 | 2 | - | $ | 20 | $ | - | $ | (4,765 | ) | $ | (4,745 | ) | ||||||||||||
Net loss for the period | - | - | - | - | (189,276 | ) | (189,276 | ) | ||||||||||||||||
Balance, September 30, 2019 | 2 | - | 20 | - | (194,041 | ) | (194,021 | ) | ||||||||||||||||
Balance, December 31, 2019 | 2 | - | 20 | - | (274,733 | ) | (274,713 | ) | ||||||||||||||||
Issuance of Old Digihost shares for transfer of lease and property and equipment (notes 6, 7 and 8) | 164,000 | - | 4,264,000 | - | - | 4,264,000 | ||||||||||||||||||
Cancellation of founder shares (note 12(b)(ii)) | (2 | ) | - | (20 | ) | - | - | (20 | ) | |||||||||||||||
Share Exchange of HashChain shares pursuant to reverse takeover transaction (note 3) | 6,530,560 | - | 2,957,458 | - | - | 2,957,458 | ||||||||||||||||||
Cancel Old Digihost shares (note 8) | (164,000 | ) | - | - | - | - | - | |||||||||||||||||
Share exchange for 164,000 Old Digihost shares (note 8) | 29,820,000 | - | - | - | - | - | ||||||||||||||||||
Private placement (note 12(b)(i)) | 5,592,487 | - | 4,021,033 | - | - | 4,021,033 | ||||||||||||||||||
Share exchange for proportionate voting shares (note 12(b)(i)) | (1,999,997 | ) | 10,000 | - | - | - | - | |||||||||||||||||
Issuance of shares for professional services | 130,611 | - | 94,639 | - | - | 94,639 | ||||||||||||||||||
Share based compensation | - | - | - | 693,999 | - | 693,999 | ||||||||||||||||||
Net loss for the period | - | - | - | - | (3,718,610 | ) | (3,718,610 | ) | ||||||||||||||||
Balance, September 30, 2020 | 40,073,661 | 10,000 | $ | 11,337,130 | $ | 693,999 | $ | (3,993,343 | ) | $ | 8,037,786 |
The accompanying notes are an integral part of these financial statements.
- 4 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
1. | Nature of operations and going concern |
Digihost Technology Inc. (the “Company”) was incorporated in British Columbia, Canada, on February 18, 2017 as Chortle Capital Corp and subsequently changed its name to HashChain Technology Inc. on September 18, 2017, and again to Digihost Technology Inc. on February 14, 2020. The Company is a blockchain technology company with operations in cryptocurrency mining. The head office of the Company is located at 1001 East Delavan Avenue, Buffalo, New York, 14215.
On February 14, 2020, the was a reverse takeover transaction (the “RTO Transaction”) between Digihost International, Inc. (“Old Digihost”) and HashChain Technology Inc. (“HashChain”). On completion of the RTO Transaction, Old Digihost was determined to be the accounting acquirer and accordingly, the financial statements are a continuation of the Old Digihost. In connection with completion of the RTO Transaction, HashChain has changed its name to “Digihost Technology Inc.” (note 3). Digihost carried on the business of HashChain as a Tier 2 technology issuer and the Digihost subordinate voting shares were listed for trading on the TSX Venture Exchange (“TSXV”) on February 20, 2020.
These unaudited interim consolidated financial statements of the Company were reviewed, approved and authorized for issue by the Board of Directors on April 8, 2021.
The unaudited interim consolidated financial statements have been prepared using International Financial Reporting Standards (“IFRS”) applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern. It would, in this situation, be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying financial statements. Such adjustments could be material.
As at September 30, 2020, the Company had an accumulated deficit of $3,993,343 (December 31, 2019 - $274,733). Net comprehensive loss for the nine months ended September 30, 2020 was $3,718,610 (year ended December 31, 2019 - $269,968). The Company had a working capital deficiency of $188,837 as at September 30, 2020 (December 31, 2019 - deficiency of $274,713). These conditions raise material uncertainties which may cast significant doubt as to whether the Company will be able to continue as a going concern.
These unaudited interim consolidated financial statements have been prepared on a going concern basis, which presumes realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern, namely its ability to generate sufficient cash resources to meet its obligations for at least twelve months from the end of the reporting period, is dependent upon its ability to arrange future financing, which is largely dependent upon prevailing capital market conditions, continued support of its shareholder base and achieving positive cash flows from operations. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business. Such adjustments could be material.
2. | Significant accounting policies |
Statement of compliance
The Company applies IFRS as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the IFRS Interpretations Committee. These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements.
The policies applied in these unaudited interim consolidated financial statements are based on IFRS issued and outstanding as of April 8, 2021, the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited interim consolidated financial statements as compared with the most recent annual financial statements as at and for the year ended December 31, 2019. Any subsequent changes to IFRS that are given effect in the Company’s annual financial statements for the year ending December 31, 2020 could result in restatement of these unaudited interim consolidated financial statements.
- 5 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
Adoption of new accounting policies
(a) | Basis of consolidation |
These unaudited interim consolidated financial statements include the accounts of Digihost and its wholly owned subsidiaries: Digihost International, Inc. and HashChain Mining LLC. Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continues to be consolidated until the date that such control ceases. Control is achieved when an investor has power over an investee to direct its activities, exposure to variable returns from an investee, and the ability to use the power to affect the investor’s returns. All inter-company transactions and balances have been eliminated upon consolidation.
(b) | Revenue recognition |
The Company recognizes revenue from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Revenue is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. A coin is considered earned on the completion and addition of a block to the blockchain, at which time the economic benefit is received and can be reliably measured. The coins are recorded on the statement of financial position as digital currencies at their fair value and re-measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins are included in profit or loss.
(c) | Property, plant and equipment |
Details as to the Company’s policies for property, plant and equipment are as follows:
Measurement | Amortization | Amortization | ||||
Asset | Basis | Method | Rate | |||
Data miners | Cost | Straight-line | 12 - 36 months | |||
Equipment | Cost | Straight-line | 36 months | |||
Leasehold improvement | Cost | Straight-line | 36 months |
Property, plant and equipment are recorded at cost less accumulated depreciation. Cost includes all expenditures incurred to bring assets to the location and condition necessary for them to be operated in the manner intended by management.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any replaced parts is derecognized. All other repairs and maintenance are charged to profit or loss during the fiscal period in which they are incurred.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.
(d) | Digital currencies |
Digital currencies consist of cryptocurrency denominated assets (note 5) and are included in current assets. Digital currencies are carried at their fair value and adjusted at each reporting date for revaluation gains and losses through the statement of profit or loss.
- 6 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
(e) | Impairment of non-financial assets |
The Company reviews the carrying amounts of its non-financial assets, including property, plant and equipment, when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. Assets carried at fair value, such as digital currencies, are excluded from impairment analysis.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized.
(f) | Warrants |
Warrants issued in the functional currency of the Company are classified as equity. Warrants issued in a currency that is not the functional currency of the Company are classified as a warrant liability (note 11).
Warrants classified as equity and issued in conjunction with common shares as part of a private placement unit offering are allocated a portion of the gross proceeds based on their relative fair value determined using a Black-Scholes valuation model. Warrants issued as payment for services, where the fair value of such services is not readily determinable, are valued using a Black-Scholes valuation model as at the date the warrants are issued.
(g) | Share-based compensation |
The granting of stock options to employees, officers, directors or consultants of the Company requires the recognition of share-based compensation expense with a corresponding increase in contributed surplus in shareholders’ equity. The fair value of stock options that vest immediately are recorded as share-based compensation expense at the date of the grant. The expense for stock options that vest over time is recorded over the vesting period using the graded method, which incorporates management’s estimate of the stock options that are not expected to vest. For stock options where vesting is subject to the completion of performance milestones, the estimate for completion of the milestone is reviewed at each reporting date for any change in the estimated vesting date, and to the extent there is a material change in the vesting date estimate, the amortization to be recognized is recalculated for the new timeline estimate and adjusted on a prospective basis in the current period. The effect of a change in the number of stock options expected to vest is a change in an estimate and the cumulative effect of the change is recognized in the period when the change occurs. On exercise of an stock option, the consideration received and the estimated fair value previously recorded in contributed surplus is recorded as an increase in share capital.
Stock options awarded to consultants are measured based on the fair value of the goods and services received unless that fair value cannot be estimated reliably. If the fair value of the goods and services cannot be reliably measured, then the fair value of the equity instruments granted is used to recognize the expense.
- 7 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
Adoption of new accounting policies (continued)
(h) | Leases and right-of-use assets |
In January 2016, the IASB issued IFRS 16 - Leases (“IFRS 16”), replacing IAS 17 - Leases. IFRS 16 provides a single lessee accounting model and requires the lessee to recognize assets and liabilities for all leases on its statement of financial position, providing the reader with greater transparency of an entity’s lease obligations.
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:
○ | Leases of low value assets; and |
○ | Leases with a duration of twelve months or less. |
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by the incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
○ | Amounts expected to be payable under any residual value guarantee; |
○ | The exercise price of any purchase option granted if it is reasonable certain to assess that option; |
○ | Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. |
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
○ | Lease payments made at or before commencement of the lease; |
○ | Initial direct costs incurred; and |
○ | The amount of any provision recognised where the Company is contractually required to dismantle, remove or restore the leased asset. |
Lease liabilities, on initial measurement, increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made.
Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if this is judged to be shorter than the lease term.
When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.
- 8 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
Critical accounting judgements, estimates and assumption
The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Significant judgements
(i) | Income from digital currency mining |
The Company recognizes income from digital currency mining from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. The coins are recorded on the statement of financial position, as digital currencies, at their fair value less costs to sell and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit or loss in accordance with the Company’s treatment of its digital currencies as a traded commodity.
There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining and strategic selling of digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of income from digital currency mining for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations, including the stage of completion being the completion and addition of a block to a blockchain and the reliability of the measurement of the digital currency received.
(ii) | Business combination |
Management uses judgement to determines whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.
The Company completed the RTO Transaction in February 2020 (note 3) and concluded that the entity acquired did qualify as a business combination under IFRS 3, “Business Combinations”, as significant processes were acquired. Accordingly, the RTO Transaction has been accounted for as a business combination.
(iii) | Going concern |
The assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements as discussed in note 1.
- 9 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
Critical accounting judgements, estimates and assumption (continued)
Significant judgements (continued)
(iv) | Valuation of amounts receivable |
Assessing the collectibility of amounts receivable and appropriateness of any bad debt reserve requires management judgment.
(v) | Impairment of goodwill |
Goodwill is tested for impairment if there is an indicator of impairment and annually for all CGUs with goodwill. The Company considers both external and internal sources of information for indications that goodwill is impaired. External sources of information we consider include changes in the market and economic and legal environment in which the CGU operates that are not within its control and affect the recoverable amount of goodwill. Internal sources of information considered include the strategic plans for the Company including estimates of revenue and other indications of economic performance of the assets.
(vi) | Impairment of property, plant and equipment |
Management considers both external and internal sources of information in assessing whether there are any indications that the Company’s property, plant and equipment are impaired. External sources of information management considers include changes in the market, economic and legal environments in which the Company operates that are not within its control and that affect the recoverable amount of its property, plant and equipment. Internal sources of information that management considers include the manner in which property and equipment are being used or are expected to be used and indications of economic performance of the assets.
(vii) | Leases – incremental borrowing rate |
Judgment is applied when determining the incremental borrowing rate used to measure the lease liability of each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest rate the Company would pay to borrow at a similar term and with similar security.
(viii) | Determination of functional currency: |
IAS 21, “The Effects of Changes in Foreign Exchange Rates” (“IAS 21”), defines the functional currency as the currency of the primary economic environment in which an entity operates. The determination of functional currency, which is performed on an entity by entity basis, is based on various judgmental factors outlined in IAS 21. Based on an assessment of the factors in IAS 21, primarily those that influence labour, material and other costs of goods or services received by the Company’s subsidiaries, management determined that the functional currency for the parent and its subsidiary in the United States is the United States dollar and the functional currency for the Company’s subsidiary in Canada is the Canadian dollar.
- 10 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
Critical accounting judgements, estimates and assumption (continued)
Significant judgements (continued)
(ix) | Income, value added, withholding and other taxes |
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
Significant estimates
(i) | Determination of asset and liability fair values and allocation of purchase consideration |
Significant business combinations require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date of assets acquired requires management to make certain judgements and estimates about future events, including but not limited to availability of hardware and expertise, future production opportunities, future digital currency prices and future operating costs.
(ii) | Useful lives of property, plant and equipment |
Depreciation of data centre equipment and cloud mining rights are an estimate of its expected life. In order to determine the useful life of computing equipment, assumptions are required about a range of computing industry market and economic factors, including required hashrates, technological changes, availability of hardware and other inputs, and production costs.
(iii) | Digital currency valuation |
Digital currencies consist of cryptocurrency denominated assets (note 5) and are included in current assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position.
(iv) | Warrant liability |
The Company has issued warrants with an exercise price denominated in a currency other than the Company’s functional currency resulting in their classification as derivative liabilities. The Company measures the value of the warrant liability by reference to the fair value of the common shares underlying the warrants. Estimating the fair value for these warrants is determined using a currency translated option valuation model. This requires management to determine the most appropriate inputs to the valuation model including the estimated life of the warrants, estimated common share price volatility, expected dividend yield, and the risk free interest rate.
- 11 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
Critical accounting judgements, estimates and assumption (continued)
Significant estimates (continued)
(v) | Share-based compensation |
The fair value of share-based compensation is determined using a Black-Scholes option-pricing model, which incorporates management’s estimates of the risk free interest rate, the expected dividend yield, the estimated common share price volatility, the estimated option life, and the forfeiture rate as applicable to each award. Prior to fiscal 2017, options were awarded with vesting based on service conditions, however, during the year, the Company awarded share options with vesting based on the achievement of performance conditions. The timing of completion of these performance conditions is uncertain as these conditions are based on the achievement of operational milestones. Accordingly, management is required to make an estimate of the dates for completion of such milestones. These estimates are reviewed at each reporting date for any change in the estimated vesting dates, and to the extent there is a material change in the vesting date estimates, the amortization to be recognized is recalculated for the new timeline estimates and adjusted on a prospective basis.
3. | Reverse takeover |
On February 14, 2020, there was a RTO Transaction between Old Digihost and HashChain. In connection with completion of the RTO Transaction, all the issued and outstanding 6,530,560 HashChain common shares were exchanged for 6,530,560 Digihost subordinate voting shares and all the 5,756,487 Old Digihost common shares were exchanged for 33,412,490 Digihost subordinate voting shares and 10,000 Digihost proportionate voting shares. After the share exchange, former HashChain shareholders owned approximately 16% and former Old Digihost shareholders owned approximately 84% of the issued and outstanding Digihost subordinate voting shares. In substance, the transaction involves Old Digihost shareholders obtaining control of the Company; accordingly, the transaction is considered to be a reverse acquisition transaction under which Old Digihost is identified as the accounting acquirer.
At the time of the transaction, HashChain had operations in cryptocurrency mining and met the definition of a business, and the transaction was accordingly considered a business combination. The purpose of the RTO Transaction was to acquire the operations of HashChain and to obtain listing on a public exchange. The transaction costs associated with this RTO Transaction was $94,639.
Old Digihost, the legal subsidiary, has been treated as the accounting parent company, and the Company, the legal parent, has been treated as the accounting subsidiary in these consolidated financial statements. As Old Digihost was deemed to be the acquirer for accounting purposes, these consolidated financial statements present the historical financial information of Old Digihost to the date of the Transaction.
Pursuant to the business combination transaction, the net assets acquired from the acquisition is to be recorded at their estimated fair values in accordance with IFRS 3. The allocation of the purchase consideration is as follows:
Consideration | ||||
Common shares issued pursuant to share exchange agreement (1) | $ | 2,957,458 | ||
Net assets acquired | ||||
Cash | $ | 1,046 | ||
Amounts receivable | 29,685 | |||
Property, plant and equipment | 1,865,914 | |||
Accounts payable and other payables | (424,590 | ) | ||
Goodwill acquired (2) | 1,485,403 | |||
$ | 2,957,458 |
(1) | The common shares issued were valued based on the HashChain closing price on the TSX Venture exchange on February 14, 2020. |
(2) | The goodwill acquired from the RTO Transaction is primarily attributable to the synergies expected to arise from vertical integration of the cryptocurrency mining operations. |
- 12 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
4. | Amounts receivable and prepaid expenses |
As at | As at | |||||||
September 30, | December 31, | |||||||
2020 | 2019 | |||||||
Prepaid utilities | $ | 63,838 | $ | - | ||||
Prepaid insurance | 44,752 | - | ||||||
Amount receivable from HashChain Technology Inc. | - | 161,919 | ||||||
Sales tax receivable | 27,723 | - | ||||||
$ | 136,313 | $ | 161,919 |
5. | Digital currencies |
As at September 30, 2020, the Company’s digital currencies have a fair value of $1,369,247 (December 31, 2019 - $nil). Digital currencies are recorded at fair value on the date they are received as income from digital currency mining, and are revalued to their current market value less cost to sell at each reporting date.
The Company’s holdings of digital currencies consist of the following:
As at
September 30, |
As at
December 31, |
|||||||
2020 | 2019 | |||||||
Bitcoin | $ | 1,369,247 | $ | - |
The continuity of digital currency was as follows:
Nine Months Ended September 30, | ||||||||
2020 | 2019 | |||||||
Balance, beginning of period | $ | - | $ | - | ||||
Digital currency mined | 2,366,000 | - | ||||||
Digital currency sold | (1,252,948 | ) | - | |||||
Revaluation adjustment | 256,195 | - | ||||||
Balance, end of period | $ | 1,369,247 | $ | - |
During the nine months ended September 30, 2020, the Company disposed of Bitcoin for proceeds totalling $1,278,185 (nine months ended September 30, 2019 – $nil) with a cost of $1,252,948 (nine months ended September 30, 2019 - $nil), and recorded a gain on sale of $25,237 (nine months ended September 30, 2019 - $nil).
- 13 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
6. | Property, plant and equipment |
Mining | Leasehold | |||||||||||||||
equipment | Equipment | improvement | Total | |||||||||||||
Cost | ||||||||||||||||
Balance - September 30, 2019 and December 31, 2019 | $ | - | $ | - | $ | - | $ | - | ||||||||
Additions | 2,716,120 | (1) | 961,402 | (2) | 3,302,598 | (2) | 6,980,120 | |||||||||
Acquired from RTO Transaction | 1,865,914 | - | - | 1,865,914 | ||||||||||||
Balance - September 30, 2020 | $ | 4,582,034 | $ | 961,402 | $ | 3,302,598 | $ | 8,846,034 | ||||||||
Accumulated depreciation | ||||||||||||||||
Balance - September 30, 2019 and December 31, 2019 | $ | - | $ | - | $ | - | $ | - | ||||||||
Depreciation | 1,540,042 | 642,172 | 186,939 | 2,369,153 | ||||||||||||
Balance - September 30, 2020 | $ | 1,540,042 | $ | 642,172 | $ | 186,939 | $ | 2,369,153 | ||||||||
Net carrying value | ||||||||||||||||
As at December 31, 2019 | $ | - | $ | - | $ | - | $ | - | ||||||||
As at September 30, 2020 | $ | 3,041,992 | $ | 319,230 | $ | 3,115,659 | $ | 6,476,881 |
(1) | In February 2020, $2,322,460 of this amount was settled through the transfer of digital mining equipment from Nyam, LLC to Digihost concurrent with the transfer and assignment of the lease as described in note 7. Nyam LLC, is a company controlled by the Chief Executive Officer of Digihost. |
(2) | Assets acquired as part of facility lease assignment on closing of the RTO Transaction (see note 8). |
7. | Right-of-use assets |
Nine Months Ended | Year Ended | |||||||
September 30, | December 31, | |||||||
2020 | 2019 | |||||||
Balance, beginning of period | $ | - | $ | - | ||||
Additions | 894,224 | - | ||||||
Depreciation | (173,877 | ) | - | |||||
Balance, end of period | $ | 720,347 | $ | - |
Rights-of-use assets are depreciated over a 3 year term. Refer to note 8 for further details.
- 14 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
8. | Lease liabilities |
On February 14, 2020, BIT Management, LLC, Nyam, LLC and BIT Mining International, LLC (collectively the “Sellers”, all companies controlled by the CEO of Digihost) and Digihost completed an agreement for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment, the transfer of the lease of the 1001 East Delavan facility and transfer of a power contract for the supply of electricity at the facility. As consideration and immediately prior to the closing of the RTO Transaction with HashChain, Digihost issued 104,000 common shares of Old Digihost for an aggregate value of $2,704,000.
On February 14, 2020, BIT Mining International LLC and Digihost completed an agreement for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment located at a leased facility at 1001 East Delavan facility. As consideration and immediately prior to the closing of the RTO Transaction, Digihost issued 60,000 common shares of Old Digihost for an aggregate value of $1,560,000.
Pursuant to the RTO Transaction, holders of the Old Digihost shares received approximately 181.83 Digihost subordinate voting shares in exchange for each Old Digihost shares. Accordingly, the 164,000 Old Digihost shares were exchanged for 29,820,000 post RTO Digihost subordinate voting shares.
The continuity of the lease liabilities are presented in the table below:
Nine Months | Year Ended Ended | |||||||
September 30, | December 31, | |||||||
2020 | 2019 | |||||||
Balance, beginning of period | $ | - | $ | - | ||||
Additions | 894,224 | - | ||||||
Interest expense | 48,364 | - | ||||||
Lease payments | (201,978 | ) | - | |||||
Balance, end of period | $ | 740,610 | $ | - |
The lease liabilities are classified as follows:
As at | As at | |||||||
September 30,
2020 |
December 31,
2019 |
|||||||
Current portion | $ | 285,016 | $ | - | ||||
Non-current portion | 455,594 | - | ||||||
Total lease liabilities | $ | 740,610 | $ | - | ||||
Maturity analysis - contractual undiscounted cash flows | ||||||||
As at September 30, 2020 | ||||||||
Less than one year | $ | 114,836 | ||||||
One to five years | 699,388 | |||||||
Total undiscounted lease obligations | $ | 814,224 |
- 15 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
9. | Accounts payable and accrued liabilities |
As at
September 30, |
As at
December 31, |
|||||||
2020 | 2019 | |||||||
Accounts payable | $ | 289,264 | $ | 62,683 | ||||
Accrued liabilities | 161,888 | 5,775 | ||||||
$ | 451,152 | $ | 68,458 |
10. | Loans payable |
In May 2020, the Company received a loan of $393,333, from an arms length party, at an interest rate of 8% per annum with a maturity date of August 4, 2020. The loan is secured by bitcoin equivalent to 120% of the value of the loan. Where the market value of the collateral has dropped to less than 110% of the loan, the Company is required to provide additional bitcoin to correct deficiency. Where the market value of the collateral exceeds 120% of the loan, the lender will return the excess collateral to the Company. In August, the loan was amended to allow for a month to month extension of the loan at the discretion of both the lender and the Company. On August 28, 2020, the Company received an additional loan of $125,000 with the same terms as the original loan.
In June 2020, the Company received a loan of $285,750, from an arms length party, at an interest rate of 6.5% per annum with a maturity date of December 1, 2020. The loan is secured by bitcoin equivalent to 80% of the value of the loan. Where the market value of the collateral has dropped to less than 80% of the loan, the Company is required to provide additional bitcoin to correct deficiency. Where the market value of the collateral exceeds 120% of the loan, the lender will return the excess collateral to the Company. On September 2, 2020, the Company received an additional loan of $100,000 at an interest rate of 10% with all other terms the same as the original loan.
As at September 30, 2020, the total loan payable owed to these lenders was $904,083.
Loan receivable (payable) from related party
During the nine months ended September 30, 2020, Nyam, LLC, a company controlled by the Chief Executive Officer (“CEO”) of Digihost received an additional loan of $170,174 (nine months ended September 30, 2019 - $340,596). These amounts are non-interest bearing, unsecured and due on demand. In February 2020, $2,322,460 of this amount was settled through the transfer of digital mining equipment from Nyam, LLC to Digihost concurrent with the transfer and assignment of the lease as described in note 8.
As at September 30, 2020, the loan payable to Nyam, LLC was $60,979 (December 31, 2019 - loan receivable $2,431,655).
- 16 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
11. | Warrant liability |
In February 2020, the Company completed a private placement financing consisting of one common share and one warrant to purchase a common share. The exercise price of the warrant is CAD$1.75. Under IFRS, warrants issued with an exercise price denominated in a foreign currency are considered financial derivative instruments and the prescribed accounting treatment is to classify these warrants as a current liability measured at fair value upon initial recognition. At each subsequent reporting date, the warrants are re-measured at fair value and the change in fair value is recognized through profit or loss. Upon warrant exercise, the fair value previously recognized in warrant liability is transferred from warrant liability to share capital.
As at
September 30, |
As at
December 31, |
|||||||
2020 | 2019 | |||||||
Opening balance, outstanding warrants | - | - | ||||||
Issued | 110,575 | - | ||||||
Closing balance, outstanding warrants | 110,575 | - | ||||||
Expiry date |
August 29,
2021 |
|||||||
Weighted average exercise price in CAD | $ | 1.75 | $ | - | ||||
Opening balance | $ | - | $ | - | ||||
Fair value on issuance | 43,398 | - | ||||||
Fair value adjustment at report date | (42,984 | ) | - | |||||
Closing balance | $ | 414 | $ | - |
A summary of the assumptions used in the valuation model for re-measuring the warrants at end of period is set out below:
As at
September 30, |
As at
December 31, |
|||||||
2020 | 2019 | |||||||
Share price | CAD$ | 0.110 | $ | nil | ||||
Risk-free rate | 0.23 | % | 0.00 | % | ||||
Expected dividend yield | 0 | % | 0 | % | ||||
Expected price volatility of the Corporation’s common shares | 151 | % | 0 | % | ||||
Forfeiture rate | 0 | % | 0 | % | ||||
Weighted average fair value | CAD$ | 0.005 | $ | nil |
The following table reflects the warrants issued and outstanding as of September 30, 2020:
Number of | Grant Date |
Weighted
Average |
||||||||||||||
Warrants | Fair Value | Exercise | Contractual | |||||||||||||
Outstanding | Net of Costs ($) | Price (CAD) | Life (years) | Expiry Date | ||||||||||||
110,575 | 43,398 | 1.75 | 0.87 | August 14, 2021 |
- 17 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
12. | Share capital |
a) | Authorized share capital |
Unlimited common shares without par value.
b) | Common shares issued |
(i) On February 14, 2020, immediately prior to completion of the RTO Transaction, the Company closed a non-brokered private placement, for aggregate gross proceeds of $4,064,431 (CAD$5,395,338) from the sale of 5,481,912 common share subscription receipts at a price of CAD$0.96, with each common share subscription receipt exchangeable for one common share of Digihost, and 110,575 unit subscription receipts at a price of CAD$1.20 per unit subscription receipt, with each unit subscription receipt exchangeable for one unit. Each unit consisted of one common share and one common share purchase warrant of Digihost. Each warrant entitles the holder thereof to acquire one common share at a price of CAD$1.75 with expiry date August 14, 2021. The proceeds were received prior to December 31, 2020 and were recorded as subscription liability.
The grant date fair value of the 110,575 warrants was estimated as $43,398 using the Black-Scholes option pricing model. The following weighted average assumptions were used: risk-free interest rate - 1.52%; expected volatility - 151% which is based on the historical volatility of comparable companies; expected dividend yield - nil; share price of CAD$0.96 and expected life - 18 months. The fair value has been recorded as a warrant liability (note 11).
In addition, immediately prior to completion of the RTO Transaction, the Company exchanged 1,999,997 common shares of Digihost owned by the CEO and director of Digihost for 10,000 proportionate voting shares.
(ii) | On February 14, 2020, the Company cancelled the 2 founder shares of Old Digihost. |
13. | Stock options |
The Company has a stock option plan whereby the maximum number of shares subject to the plan, in the aggregate, shall not exceed 10% of the Company’s issued and outstanding shares. The exercise price shall be no less than the discount market price as determined in accordance with TSXV policies.
The following table reflects the continuity of stock options for the periods presented below:
Number of
Stock Options |
Weighted
Average Exercise Price (CAD$) |
|||||||
Balance, December 31, 2018 and September 30, 2019 | - | - | ||||||
Balance, December 31, 2019 | - | - | ||||||
Granted (i) | 1,875,000 | 0.96 | ||||||
Balance, September 30, 2020 | 1,875,000 | 0.96 |
(i) On February 14, 2020, the Company granted stock options to directors, officers and consultants of the Company to acquire an aggregate of 1,875,000 common shares. The stock options may be exercised at a price of CAD$0.96 per share and expire on February 14, 2025. The stock options vest six months after grant date.
A value of $693,999 was estimated for the 1,875,000 stock options on the date of grant with the following assumptions and inputs: share price of CAD$0.60; exercise price of CAD$0.96; expected dividend yield of 0%; expected volatility of 129% which is based on comparable companies; risk-free interest rate of 1.37%; and an expected average life of five years.
- 18 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
13. | Stock options (continued) |
The following table reflects the stock options issued and outstanding as of September 30, 2020:
Exercise |
Weighted Average
Remaining Contractual |
Number of |
Number of
Options |
Number of | ||||||||||||||||
Expiry Date |
Price
(CAD$) |
Life
(years) |
Options
Outstanding |
Vested
(exercisable) |
Options
Unvested |
|||||||||||||||
February 14, 2025 | 0.96 | 4.38 | 1,875,000 | 1,875,000 | - |
14. | Related party transactions |
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties include key management personnel and may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions are recorded at the exchange amount, being the amount agreed to between the related parties.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and members of the Board of Directors.
Remuneration of key management personnel of the Company was as follows:
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Professional fees (1) | $ | 10,320 | $ | - | $ | 31,181 | $ | - | ||||||||
Share based compensation (2) | 144,138 | - | 582,959 | - | ||||||||||||
$ | 154,458 | $ | - | $ | 614,140 | $ | - |
(1) In September 2019, Ms. Cindy Davis was appointed Chief Financial Officer of the Company. Ms. Davis is also a senior employee of Marrelli Support Services Inc. (“Marrelli Support”). Marrelli Support also provides accounting services to the Company. As at September 30, 2020, Marrelli Support was owed $9,784 (December 31, 2019 -
$2,436).
(2) Represents the share based compensation for officer and directors.
See notes 6, 8 and 10 for additional related party transactions.
- 19 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
15. | Other events |
COVID-19
Commencing in March 2020 and continuing into the third quarter of 2020, the outbreak of the novel strain of coronavirus known as “COVID-19” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID19 pandemic is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.
Bitcoin Halving
In May 2020, the Bitcoin (“BTC”) block reward decreased from 12.5 to 6.25 BTC per block (the “Bitcoin Halving”), and consequently the number of new BTC issued to miners would be reduced to approximately 900 per day.
16. | Subsequent events |
(i) On November 24, 2020, the Company announced that it has entered into a debt settlement agreement with two of its directors and pursuant to the debt settlement agreement will, subject to receipt of approval of the TSXV, issue an aggregate of 200,000 common shares in the capital of the Company, at a deemed price of $0.20 per common share, in consideration for the settlement of a total of $40,000 in accrued liabilities owing to the directors in respect of director fees. The debt settlement received final approval by the TSXV on January 27, 2021. All securities issued pursuant to the debt settlement are subject to a four month and one day statutory hold period from the closing date.
(ii) On December 7, 2020, the Company announced that it has received approval to undertake, at the Company’s discretion, a normal course issuer bid program to purchase up to 2,003,683 of its subordinate voting shares for cancellation (the “Bid”). The Company received acceptance from the TSXV to commence the Bid on December 10, 2020. The Bid will terminate on December 10, 2021, or on an earlier date in the event that the maximum number of common shares sought in the Bid has been repurchased. The Company reserves the right to terminate the Bid at any time.
(iii) On December 31, 2020, the Company upgraded its system through the acquisition of Antminer S19 Pro 110TH miners. The Company received loans totalling $975,000 to procure the miners.
(iv) Subsequent to September 30, 2020, in addition to the loans for $975,000 for acquisition of miners, the Company obtained additional loans of $2,096,000 to facilitate short-term working capital requirements. In March 2021, all outstanding loans to arms length parties were settled in full.
(v) On January 5, 2021, the Company granted to officers, directors, employees and consultants of the Company an aggregate of 1,575,491 incentive stock options to purchase common shares under the Company’s incentive stock option plan. Each stock option is exercisable into a common share of the Company at a price of $1.25 for a period of five years from the date of grant. The stock options will vest fully on the six-month anniversary of the date of grant and be subject to the terms and conditions of the Plan and the policies of the TSXV.
(vi) On January 5, 2021, the Company announced that it has entered into a debt settlement agreement with two of its third-party creditors (the “Creditors”) and pursuant to the debt settlement agreement will, subject to receipt of approval of the TSXV, issue an aggregate of 96,815 common shares in the capital of the Company, at a deemed price of $1.05 per common share, in consideration for the settlement of a total of $80,000 in accrued liabilities owing to the Creditors in respect of consulting fees (the “Debt Settlement”). All securities to be issued pursuant to the Debt Settlement will be subject to a four month and one day statutory hold period from the closing date. The Debt Settlement is subject to all necessary regulatory approvals including from the TSXV.
- 20 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2020
(Expressed in United States Dollars) (Unaudited)
16. | Subsequent events (continued) |
(vii) On January 8, 2021, the Company closed a non-brokered private placement for 349,876 common shares for CAD$0.81 for gross proceeds of CAD$283,400.
(viii) On February 19, 2021, the Company announced the closing of a non-brokered private placement financing for aggregate gross proceeds of CAD$4,000,000 (the “Offering”). Pursuant to the Offering, the Company issued 4,938,271 common shares of the Company (“Shares”) at a price of CAD$0.81 per Share. The Shares issued pursuant to the Offering are subject to a statutory hold period of four months and one day in accordance with applicable securities laws. In connection with the Offering, the Company paid a commission of 148,148 Shares to third party advisors. The Shares issued to advisors are subject to a statutory hold period of four months and one day in accordance with applicable securities laws.
(ix) On March 11, 2021, the Company announced the filing of a preliminary base shelf prospectus with the securities regulatory authorities in the provinces of British Columbia, Alberta and Ontario.
(x) On March 17, 2021, the Company announced the closing of a private placement for gross proceeds of CAD$25 million. The private placement consisted of the sale of 9,363,296 common shares (“Share”) of the Company and warrants to purchase 9,363,296 common shares (“Warrants”), at a purchase price of CAD$2.67 per Share and associated Warrant. The Warrants have an exercise price of CAD$3.14 per Share and exercise period of three years from the issuance date.
H.C. Wainwright & Co. acted as the exclusive placement agent and received (i) a cash commission equal to 8.0% of the gross proceeds of the Offering and (ii) 749,064 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder to purchase one common share at an exercise price of CAD$3.3375 at any time for a period of three years from the issuance date.
(xi) On March 24, 2021, the Company announced that it has signed a binding agreement (the “Agreement”) for the purchase of a 60 MW power plant located in the State of New York, bringing the Company’s total power capacity to approximately 102 MW.
Under the terms of the Agreement, the Company will pay to the vendor cash consideration of US$3,500,000 and issue to the vendor 437,318 common shares of the Company with a deemed value of US$750,000 (US$1.72 per share).
The transaction is expected to close within ninety days subject to TSX Venture Exchange and all required regulatory approvals. The securities issuable in connection therewith will be subject to a statutory four month and a day hold period.
(xii) On March 26, 2021, the Company granted to directors, officers, employees and consultants of the Company an aggregate of 1,600,000 incentive stock options to purchase common shares under the Company’s incentive stock option plan. Each stock option is exercisable into a common share of the Company at a price of CAD$2.49 for a period of five years from the date of grant. The stock options will vest fully on the six-month anniversary of the date of grant and be subject to the terms and conditions of the Plan and the policies of the TSX Venture Exchange.
(xiii) On March 29, 2021, the Company announced the acquisition of 700 Bitmain S17+ 76TH miners for a total purchase price of $4.025 million, that would increase the Company’s hashrate by 50PH, or approximately 20% in the second quarter of 2021.
The total purchase price of $4,025,000 will be comprised of cash consideration of $2.975 million and issuance to the vendor of 533,781 common shares of the Company with a deemed value of $1,050,000 (CAD$1,329,114 (CAD$2.49 per share)). The securities issuable in connection therewith will be subject to a statutory four month and a day hold period, and will be subject to TSX Venture Exchange and all required regulatory approvals.
(xiv) On April 6, 2021, the Company announced that it has entered into subscription agreements with certain institutional investors for a private placement for gross proceeds of approximately CAD$25 million. The private placement consisted of the sale of 11,682,243 common shares (“Share”) of the Company and warrants to purchase 11,682,243 common shares (“Warrants”), at a purchase price of CAD$2.14 per Share and associated Warrant. The Warrants have an exercise price of CAD$2.37 per Share and exercise period of four years from the issuance date.
- 21 -
Exhibit 99.89
DIGIHOST TECHNOLOGY INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020
(EXPRESSED IN UNITED STATES DOLLARS)
This amended interim management’s discussion and analysis for the three and nine months ended September 30, 2020 (the “Amended MD&A”) is being re-filed to address the changes as a result of the re- filed condensed interim consolidated financial statements of the Company. In particular, the Company has made revisions in this Amended MD&A in relation to changes in the re-filed condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 as follows.
The re-filed condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 are being re-filed for restatements related to a decrease in the goodwill and share based compensation which were overstated by $2,957,458 and $512,523, respectively. The net loss per share basic and diluted have decreased to $0.04 and $0.11 for the three and nine months ended September 30, 2020, respectively. The Company also updated the subsequent events notes for the disclosure of material transactions subsequent to September 30, 2020.
DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
Introduction
The following management’s discussion & analysis (“MD&A”) of the financial condition and results of the operations of Digihost Technology Inc. (the “Company” or “Digihost”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the three and nine months ended September 30, 2020. This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2020, together with the notes thereto. Results are reported in United States dollars, unless otherwise noted. The Company’s consolidated financial statements and the financial information contained in this MD&A, unless otherwise indicated, are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee. Information contained herein is presented as of April 8, 2021, unless otherwise indicated.
For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the “Board”), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Conic’s common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.
Information about the Company and its operations can be obtained from the offices of the Company or on the System for Electronic Documents Analysis and Retrieval (“SEDAR”) and is available for review under the Company’s profile on the SEDAR website (www.sedar.com).
COVID-19
Since the beginning of 2020, the outbreak of the novel strain of coronavirus known as “COVID-19” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The Company’s employees, directors and consultants have fortunately not had any known cases of COVID-19. The duration and impact of the COVID-19 pandemic is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.
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DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
Description of Business
Digihost Technology Inc. (the “Company”) was incorporated in British Columbia, Canada, on February 18, 2017 as Chortle Capital Corp and subsequently changed its name to HashChain Technology Inc. on September 18, 2017, and again to Digihost Technology Inc. on February 14, 2020. The Company is a blockchain technology company with operations in cryptocurrency mining. The head office of the Company is located at 1001 East Delavan Avenue, Buffalo, New York, 14215.
On February 14, 2020, the Company completed a reverse takeover transaction (the “RTO Transaction”) between Digihost International, Inc. (“Old Digihost”) and HashChain Technology Inc. (“HashChain”). In connection with completion of the RTO Transaction, HashChain has changed its name to “Digihost Technology Inc.”. Digihost carried on the business of HashChain as a Tier 2 technology issuer and the Digihost subordinate voting shares were listed for trading on the TSX Venture Exchange (“TSXV”) on February 20, 2020.
After completion of the RTO transaction, the mining operations of HashChain and Old Digihost vertically integrated to facilitate a significant reduction in the cost of mining to allow the Company to better weather future volatility in cryptocurrency prices and increased mining competition.
Company Highlights
Reverse takeover
On February 14, 2020, there was a RTO Transaction between Old Digihost and HashChain. In connection with completion of the RTO Transaction, all the issued and outstanding 6,530,560 HashChain common shares were exchanged for 6,530,560 Digihost subordinate voting shares and all the 5,756,487 Old Digihost common shares were exchanged for 33,412,490 Digihost subordinate voting shares and 10,000 Digihost proportionate voting shares. After the share exchange, former HashChain shareholders owned approximately 16% and former Old Digihost shareholders owned approximately 84% of the issued and outstanding Digihost subordinate voting shares. In substance, the transaction involves Old Digihost shareholders obtaining control of the Company; accordingly, the transaction is considered to be a reverse acquisition transaction under which Old Digihost is identified as the accounting acquirer.
At the time of the transaction, HashChain had operations in cryptocurrency mining and met the definition of a business, and the transaction was accordingly considered a business combination.
Old Digihost, the legal subsidiary, has been treated as the accounting parent company, and the Company, the legal parent, has been treated as the accounting subsidiary in these consolidated financial statements. As Old Digihost was deemed to be the acquirer for accounting purposes, these consolidated financial statements present the historical financial information of Old Digihost to the date of the Transaction.
Page 3
DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
Pursuant to the business combination transaction, the net assets acquired from the acquisition is to be recorded at their estimated fair values in accordance with IFRS 3. The allocation of the purchase consideration is as follows:
Consideration
Common shares issued pursuant to share exchange agreement (1) | $ | 2,957,457 | ||
Assets acquired and liabilities assumed | ||||
Cash | 1,046 | |||
Amount receivable | 29,685 | |||
Property, plant and equipment | 1,865,914 | |||
Accounts payable and other payable | (424,590 | ) | ||
Goodwill acquired (2) | 1,485,403 | |||
$ | 2,957,458 |
(1) The common shares issued were valued based on the HashChain closing price on the TSXV on February 14, 2020.
(2) The goodwill acquired from the RTO Transaction is primarily attributable to the synergies expected to arise from vertical integration of the cryptocurrency mining operations.
Private placements
● | On February 14, 2020, immediately prior to completion of the RTO Transaction, the Company closed a non-brokered private placement, for aggregate gross proceeds of $4,064,431 (CAD$5,395,338) from the sale of 5,481,912 common share subscription receipts at a price of CAD$0.96, with each common share subscription receipt exchangeable for one common share of Digihost, and 110,575 unit subscription receipts at a price of CAD$1.20 per unit subscription receipt, with each unit subscription receipt exchangeable for one unit. Each unit consisted of one common share and one common share purchase warrant of Digihost. Each warrant entitles the holder thereof to acquire one common share at a price of CAD$1.75 with expiry date August 14, 2021. |
In addition, immediately prior to completion of the RTO Transaction, the Company exchanged 1,999,997 common shares of Digihost owned by the CEO and director of Digihost for 10,000 proportionate voting shares.
● | On January 8, 2021, the Company closed a non-brokered private placement for 349,876 common shares for CAD$0.81 for gross proceeds of CAD$283,400. |
● | On February 19, 2021, the Company announced the closing of a non-brokered private placement financing for aggregate gross proceeds of $4,000,000 (the “Offering”). Pursuant to the Offering, the Company issued 4,938,271 common shares of the Company (“Shares”) at a price of $0.81 per Share. The Shares issued pursuant to the Offering are subject to a statutory hold period of four months and one day in accordance with applicable securities laws. In connection with the Offering, the Company paid a commission of 148,148 Shares to third party advisors. The Shares issued to advisors are subject to a statutory hold period of four months and one day in accordance with applicable securities laws. |
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DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
● | On March 17, 2021, the Company announced the Company the closing of a private placement for gross proceeds of CAD$25 million. The private placement consisted of the sale of 9,363,296 common shares (“Share”) of the Company and warrants to purchase 9,363,296 common shares (“Warrants”), at a purchase price of CAD$2.67 per Share and associated Warrant. The Warrants have an exercise price of CAD$3.14 per Share and exercise period of three years from the issuance date. |
H.C. Wainwright & Co. acted as the exclusive placement agent and received (i) a cash commission equal to 8.0% of the gross proceeds of the Offering and (ii) 749,064 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder to purchase one common share at an exercise price of CAD$3.3375 at any time for a period of three years from the issuance date.
● | On April 6, 2021, the Company announced that it has entered into subscription agreements with certain institutional investors for a private placement for gross proceeds of approximately CAD$25 million. The private placement consisted of the sale of 11,682,243 common shares (“Share”) of the Company and warrants to purchase 11,682,243 common shares (“Warrants”), at a purchase price of CAD$2.14 per Share and associated Warrant. The Warrants have an exercise price of CAD$2.37 per Share and exercise period of four years from the issuance date. |
Transfer of lease and acquisition of leasehold improvements
On February 14, 2020, BIT Management, LLC, Nyam, LLC and BIT Mining International, LLC (collectively the “Sellers”, all companies controlled by the CEO of Digihost) and Digihost completed an agreement for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment, the transfer of the lease of the 1001 East Delavan facility and transfer of a power contract for the supply of electricity at the facility. As consideration and immediately prior to the closing of the RTO Transaction with HashChain, Digihost issued 104,000 common shares of Old Digihost for an aggregate value of $2,704,000.
On February 14, 2020, BIT Mining International LLC and Digihost completed an agreement for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment located at a leased facility at 1001 East Delavan facility. As consideration and immediately prior to the closing of the RTO Transaction, Digihost issued 60,000 common shares of Digihost for an aggregate value of $1,560,000.
Pursuant to the RTO Transaction, holders of the Old Digihost shares received approximately 181.83 Digihost subordinate voting shares in exchange for each Old Digihost shares. Accordingly, the 164,000 Old Digihost shares were exchanged for 29,820,000 post RTO Digihost subordinate voting shares.
Constitution of Board
After the completion of the RTO Transaction, the Board was reconstituted to consist of a slate of nine (9) directors, with each of Michel Amar, Alec Amar, Jon Williams, Adam Rossman, Manish Kshatriya, Gerry Rotonda, Gerard Guez, Donald Christie and Geoffrey Browne, recommended for election.
Grant of stock options
● | On February 14, 2020, the Company granted stock options to directors, officers and consultants of the Company to acquire an aggregate of 1,875,000 common shares. The stock options may be exercised at a price of CAD$0.96 per share and expire on February 14, 2025. The stock options vest six months after grant date. |
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DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
● | On January 5, 2021, the Company granted stock options to directors, officers, employees and consultants of the Company to acquire an aggregate of 1,575,491 common shares. The stock options may be exercised at a price of CAD$1.25 per share and expire on January 5, 2026. The stock options vest six months after grant date. |
● | On March 26, 2021, the Company granted to directors, officers, employees and consultants of the Company an aggregate of 1,600,000 incentive stock options to purchase common shares under the Company’s incentive stock option plan. Each stock option is exercisable into a common share of the Company at a price of CAD$2.49 for a period of five years from the date of grant. The stock options will vest fully on the six-month anniversary of the date of grant and be subject to the terms and conditions of the Plan and the policies of the TSX Venture Exchange. |
Acquisition of Miners and power plant
● | On December 31, 2020, the Company upgraded its system through the acquisition of Antminer S19 Pro 110TH miners. The Company received loans totalling $975,000 to procure the miners. With the most efficient miners currently in the market, each unit utilizing a hash rate of 110TH and a power usage of 3300 watts (34W/TH), Digihost will be integrating and adding 15.4 PH to the Company’s hash rate in the near future. Digihost has acquired 76 PH in additional hash rate from newer and more efficient miners since the start of the year. The Company plans to continue the acquisition of the highest performing miners, further increasing the efficiency of the Company’s operations. |
● | On March 24, 2021, the Company announced that the Company has signed a binding agreement (the “Agreement”) for the purchase of a 60 MW power plant (“Digifactory1”) located in the State of New York, bringing the Company’s total power capacity to approximately 102 MW. |
Under the terms of the Agreement, the Company will pay to the vendor cash consideration of US$3,500,000 and issue to the vendor 437,318 common shares of the Company with a deemed value of US$750,000 (US$1.72 per share).
The transaction is expected to close within ninety days subject to TSX Venture Exchange and all required regulatory approvals. The securities issuable in connection therewith will be subject to a statutory four month and a day hold period.
● | On March 29, 2021, the Company announced the acquisition of 700 Bitmain S17+ 76TH miners for a total purchase price of $4.025 million, that would increase the Company’s hashrate by 50PH, or approximately 20% in the second quarter of 2021. |
The total purchase price of $4,025,000 will be comprised of cash consideration of $2.975 million and issuance to the vendor of 533,781 common shares of the Company with a deemed value of $1,050,000 (CAD$1,329,114 (CAD$2.49 per share)). The securities issuable in connection therewith will be subject to a statutory four month and a day hold period, and will be subject to TSX Venture Exchange and all required regulatory approvals.
PPE Distribution
The Company has entered into a distribution agreement for FDA approved masks for sale to customers in North America. After review of current market conditions and demand, at this time it is not the Company’s intention to engage in manufacturing personal protective equipment (“PPE”). The Company will continue to import and distribute PPE as dictated by demand and as opportunities present themselves. To date, the Company has imported 100,000 units of PPE for distribution and revenue from the PPE business is immaterial to the Company.
Page 6
DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
Normal Course Issuer Bid
On December 7, 2020, the Company announced that it has received approval to undertake, at the Company’s discretion, a normal course issuer bid program to purchase up to 2,003,683 of its subordinate voting shares for cancellation (the “Bid”). The Company received acceptance from the TSXV to commence the Bid on December 10, 2020. The Bid will terminate on December 10, 2021, or on an earlier date in the event that the maximum number of common shares sought in the Bid has been repurchased. The Company reserves the right to terminate the Bid at any time.
Debt Settlement
On November 24, 2020, the Company announced that it has entered into a debt settlement agreement with two of its directors and pursuant to the debt settlement agreement will, subject to receipt of approval of the TSXV, issue an aggregate of 200,000 common shares in the capital of the Company, at a deemed price of $0.20 per common share, in consideration for the settlement of a total of $40,000 in accrued liabilities owing to the directors in respect of director fees. The debt settlement received final approval by the TSXV on January 27, 2021. All securities issued pursuant to the debt settlement are subject to a four month and one-day statutory hold period from the closing date.
On January 5, 2021, the Company announced that it has entered into a debt settlement agreement with two of its third-party creditors (the “Creditors”) and pursuant to the debt settlement agreement will, subject to receipt of approval of the TSXV, issue an aggregate of 96,815 common shares in the capital of the Company, at a deemed price of $1.05 per common share, in consideration for the settlement of a total of $80,000 in accrued liabilities owing to the Creditors in respect of consulting fees (the “Debt Settlement”). All securities to be issued pursuant to the Debt Settlement will be subject to a four month and one-day statutory hold period from the closing date. The Debt Settlement is subject to all necessary regulatory approvals including from the TSXV.
Business Overview and Plan of Operations
Digihost is a growth oriented blockchain company. As the result of recent equipment acquisition the Company has significantly increased its hashrate from approximately 143 Petahash in December 2020 to 190 Petahash in February 2021. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under lease and an option to lease additional facility space totalling 240,000 square feet. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
The Company intends to source and utilize renewable natural gas for the operations of Digifactory1 and also engage in the practice of acquiring renewable energy certificates, all in line with the Company’s objective to mitigate its carbon footprint. Digifactory1 will have the capacity to operate an additional 18,000 top tier Bitcoin miners, which if added to the existing fleet of 11,500 miners already in operation, would combine for a total Bitcoin mining capacity of approximately 400 Bitcoins per month as of the most recent mining difficulty factor. Additionally, the expanded capacity would allow for a potential increase to the existing hashrate of 190 PH to up to 3 EH. This substantial increase in both Bitcoin mining output capacity and hashrate would be the direct result of potentially adding up to 18,000 latest generation Bitcoin miners, versus the current operating mix of 11,500 older and newer version Bitcoin miners.
The recent acquisition of the Bitmain S17+ miners scheduled for delivery in early April 2021, combined with the current price of Bitcoin and the level of mining difficulty, the Company expects to increase the Company’s monthly mined BTC by approximately 9 BTC, which would translate to an additional $400,000 of operating profit per month. The new miners will be installed at the Company’s existing mining facility in Upstate New York.
Page 7
DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
The Company intends to aggressively pursue every new opportunity that aligns with its goal to expand operations through the strategic acquisition of Bitcoin miners and low-cost sources of clean energy.
At the end of March 2021, Digihost held 256 Bitcoin in its inventory from mining, which at the approximate Bitcoin price of $58,800 per Bitcoin values the Bitcoin at approximately $15,052,800.
Bitcoin has experienced a recent increase in price, which may be representative of the increased volatility of the global financial markets, as well as the Bitcoin halving event on May 11, 2020. A Bitcoin halving event is when the Bitcoin rewards for each block in the chain mined is cut in half, which also cuts in half the rate at which new Bitcoins enter circulation making Bitcoin scarcer. This event occurs every 4 years. After the first halving event, the Bitcoin block reward was 25, then 12.5, and on May 11, 2020 was halved again to 6.25 Bitcoins per block.
In the past, Bitcoin halvings have correlated with massive surges in Bitcoin’s price. The first halving in November of 2012 saw an increase in Bitcoin prices from approximately US$12 per Bitcoin to nearly US$1,150 per Bitcoin within a year of the halving. Since the halving in May 2020, the price of Bitcoin has increased from approximately $8,600 in May 2020 to approximately $54,000 in March 2021.
Custodial services for digital currencies
Digihost does not self-custody its mined digital currencies. The Company holds its mined digital currencies through arm’s-length intermediary companies that provide a hosted online wallet to hold these mined digital currencies. The Company custodies approximately 10% of its mined digital currencies with bitFlyer USA Inc. (“bitFlyer USA”) in San Francisco, CA. bitFlyer USA is a subsidiary of bitFlyer Inc., headquartered in Tokyo, Japan, which operates one of the largest Bitcoin exchanges by volume in the world. The Company uses the wallet services of bitFlyer USA, and bitFlyer USA is responsible for holding/safeguarding mined digital currencies. bitFlyer USA is not a Canadian financial institution or foreign equivalent. The Company is not aware of anything with regards to the custodian’s operations that would adversely affect the Company’s ability to obtain an unqualified audit opinion on its audited financial statements.
Approximately 80% of the Company’s mined digital currencies are held with Enigma Securities Limited (“Enigma”). Enigma is an appointed representative of Makor Securities London Ltd., which is authorized and regulated by the Financial Conduct Authority (625054). Enigma is an agency cryptocurrency broker, and does not function as a custodian. Enigma holds customers’ digital assets in its offline vaulted storage system (“Cold Storage”). Enigma uses multi-signature technology to provide both security against attacks and tolerance for losing access to a key or facility, eliminating single points of failure. Enigma also requires multiple signatories and verifications in order to transfer funds out of Cold Storage. The Company is not aware of anything with regards to Enigma’s operations that would adversely affect the Company’s ability to obtain an unqualified audit opinion on its audited financial statements.
The Company also has a total of 20 BTC held through Blockfills, a financial company that acts as a market maker and aggregator of crypto currency prices. Blockfills safely and securely custodies deposited crypto assets through industry leading third-party hot wallet or cold storage providers. Blockfills is not a Canadian financial institution or foreign equivalent. The Company is not aware of anything with regards to Blockfill’s operations that would adversely affect the Company’s ability to obtain an unqualified audit opinion on its audited financial statements.
Page 8
DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
The Company performs credit due diligence in the normal course of business when beginning a relationship with counterparties, as well as during on-going business activities. The Company has not been able to insure its mined digital currency. Given the novelty of digital currency mining and associated businesses, insurance of this nature is generally not available, or uneconomical for the Company to obtain which leads to the risk of inadequate insurance cover.
Selected Quarterly Information
A summary of selected information for each of the eight most recent quarters prepared in accordance with IFRS is as follows:
Net Income or (Loss) | ||||||||||||||||
Three Months Ended | Revenues ($) | Total ($) |
Per
Share -
Basic ($) |
Per
Share -
Diluted ($) |
||||||||||||
2020-September 30 | 437,813 | (1,659,259 | ) | (0.04 | ) | (0.04 | ) | |||||||||
2020-June 30 | 1,089,877 | (1,293,527 | ) | (0.03 | ) | (0.03 | ) | |||||||||
2020-March 31 | 838,310 | (765,824 | ) | (0.04 | ) | (0.04 | ) | |||||||||
2019-December 31 | - | (80,692 | ) | (40,346 | ) | (40,346 | ) | |||||||||
2019-September 30 | - | (65,884 | ) | (32,942 | ) | (32,942 | ) | |||||||||
2019-June 30 | - | (120,399 | ) | (61,696 | ) | (61,696 | ) | |||||||||
2019-March 31 | - | (2,993 | ) | (1,496 | ) | (1,496 | ) | |||||||||
2018-December 31 | - | (4,765 | ) | (2,382 | ) | (2,382 | ) |
Results of Operations
For the three months ended September 30, 2020 compare to the three months ended September 30, 2019
For the three months ended September 30, 2020, the Company’s net loss was $1,659,259 compared to net loss of $65,884 for the three months ended September 30, 2019. The increase in net loss of $1,593,375 is a result of the following:
● | During the three months ended September 30, 2020, the Company incurred an operating loss of $787,098 from its acquired cryptocurrency mining operations. |
● | During the three months ended September 30, 2020, the Company recorded a revaluation gain of $164,315 on digital currency. This gain represents the movement in the fair value of digital currency held at the reporting period. |
● | During the three months ended September 30, 2020, depreciation expense totaled $1,089,869. Depreciation includes depreciation of property, plant and equipment as well as right of use asset. |
● | During the three months ended September 30, 2020, the Company recorded a reduction in share-based compensation of $214,207. This represents the expense recovery based on the recalculation of value associated with the 1,875,000 stock options granted in February 2020. |
Page 9
DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
For the nine months ended September 30, 2020 compare to the nine months ended September 30, 2019
For the nine months ended September 30, 2020, the Company’s net loss was $3,718,610 compared to net loss of $189,276 for the nine months ended September 30, 2019. The increase in net loss of $3,529,334 is a result of the following:
● | During the nine months ended September 30, 2020, the Company incurred operating loss of $468,704 from its acquired cryptocurrency mining operations. |
● | During the nine months ended September 30, 2020, the Company recorded a revaluation gain of $256,195 on digital currency. This gain represents the movement in the fair value of digital currency held at the reporting period. |
● | During the nine months ended September 30, 2020, the Company incurred $309,507 of professional fees compared to $187,085 for the nine months ended September 30, 2019. These professional fees included legal fees, accounting fees and consulting fees associated with the RTO Takeover as well as the operations of the Company’s cryptocurrency mining operations. |
● | During the nine months ended September 30, 2020, the Company received $109,900 of insurance proceeds related to a claim made for a damaged transformer. |
● | During the nine months ended September 30, 2020, depreciation expense totaled $2,543,029. Depreciation includes depreciation of property, plant and equipment as well as right of use asset. |
● | During the nine months ended September 30, 2020, the Company recorded share-based compensation of $693,999. This represents the expense associated with the nine months ended September 30, 2020 for the 1,875,000 stock options granted during the period. |
Liquidity and Financial Position
As of September 30, 2020, the Company had working capital deficiency of $188,837, which includes cash of $6,833 and digital currencies of $1,369,247. The Company commenced earning revenue from digital currency mining in mid-February 2020, however it has limited history and no assurance that historical performance will be indicative of future performance.
The Company’s ability to continue as a going concern is dependent on the Company’s ability to efficiently mine and liquidate digital currencies, manage operational expenses and raise additional funds through debt or equity financing.
Subsequent to September 30, 2020, the Company has raised approximately $23.2 million (CAD$29.3 million) from equity financing (see subheading “Private placements” above). The Company has sufficient cash to satisfy its anticipated working capital requirements and to continue operations for the next 12 months.
Page 10
DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
Cash flows
Operating Activities
Cash used in operating activities was $1,737,415 for the nine months ended September 30, 2020 and resulted from operating expenses during the normal course of business, an increase in accounts payable and accrued liabilities and increases in amounts receivable and prepaid assets and digital currencies.
Investing Activities
Cash used in investing activities for the nine months ended September 30, 2020 was $393,660 for the purchase of mining equipment.
Financing Activities
Cash provided by financing activities for the nine months ended September 30, 2020 was $833,971. The Company made lease payments of $201,977, returned subscription receipts of $39,355 and received funds for loan payable of $1,074,257.
Loan Receivable (Payable) and Related Party Transactions
Loan receivable (payable) from related party
During the nine months ended September 30, 2020, Nyam, LLC, a company controlled by the Chief Executive Officer (“CEO”) of Digihost received an additional loan of $170,174 (nine months ended September 30, 2019 - $340,596). These amounts are non-interest bearing, unsecured and due on demand. In February 2020, $2,322,460 of this amount was settled through the transfer of digital mining equipment from Nyam, LLC to Digihost concurrent with the transfer and assignment of the lease. As at September 30, 2020, the loan payable to Nyam, LLC was $60,979 (December 31, 2019 - loan receivable $2,431,655).
Related Party Transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties include key management personnel and may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions are recorded at the exchange amount, being the amount agreed to between the related parties.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and members of the Board of Directors.
Page 11
DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
Remuneration of key management personnel of the Company was as follows:
Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||
Professional fees (1) | $ | 10,320 | $ | nil | $ | 31,181 | $ | nil | ||||||||
Share based compensation(2) | 144,138 | nil | 582,959 | nil | ||||||||||||
Total | $ | 154,458 | $ | nil | $ | 614,140 | $ | nil |
(1) In September 2019, Ms. Cindy Davis was appointed Chief Financial Officer of the Company. Ms. Davis is also a senior employee of Marrelli Support Services Inc. (“Marrelli Support”). Marrelli Support also provides accounting services to the Company. As at September 30, 2020, Marrelli Support was owed $9,784 (December 31, 2019 - $2,436).
(2) Represents the share based compensation for officer and directors.
Share Capital
As of the date of this MD&A, the Corporation has 54,925,104 common shares outstanding.
As of the date of this MD&A, the Company 10,222,935 warrants.
As of the date of this MD&A, the Company 5,275,491 stock options.
Off-Balance Sheet Arrangements
As at the date of this MD&A, the Company did not have any off-balance sheet arrangements.
Adoption of new accounting policies
(a) | Basis of consolidation |
These unaudited interim consolidated financial statements include the accounts of Digihost and its wholly owned subsidiaries: Digihost International, Inc. and HashChain Mining LLC. Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continues to be consolidated until the date that such control ceases. Control is achieved when an investor has power over an investee to direct its activities, exposure to variable returns from an investee, and the ability to use the power to affect the investor’s returns. All inter-company transactions and balances have been eliminated upon consolidation.
(b) | Revenue recognition |
The Company recognizes revenue from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Revenue is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. A coin is considered earned on the completion and addition of a block to the blockchain, at which time the economic benefit is received and can be reliably measured. The coins are recorded on the statement of financial position as digital currencies at their fair value and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins are included in profit or loss.
Page 12
DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
(c) | Property, plant and equipment |
Details as to the Company’s policies for property, plant and equipment are as follows:
Asset |
Measurement Basis |
Amortization Method |
Amortization Rate |
Data miners | Cost | Straight-line | 12 - 36 months |
Equipment | Cost | Straight-line | 36 months |
Leasehold improvement | Cost | Straight-line | 36 months |
Property, plant and equipment are recorded at cost less accumulated depreciation. Cost includes all expenditures incurred to bring assets to the location and condition necessary for them to be operated in the manner intended by management.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any replaced parts is derecognized. All other repairs and maintenance are charged to profit or loss during the fiscal period in which they are incurred.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.
(d) | Digital currencies |
Digital currencies consist of cryptocurrency denominated assets and are included in current assets. Digital currencies are carried at their fair value and adjusted at each reporting date for revaluation gains and losses through the statement of profit or loss.
(e) | Impairment of non-financial assets |
The Company reviews the carrying amounts of its non-financial assets, including property, plant and equipment, when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. Assets carried at fair value, such as digital currencies, are excluded from impairment analysis.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized.
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DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
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the Three and Nine Months Ended September 30, 2020
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(f) | Warrants |
Warrants issued in the functional currency of the Company are classified as equity. Warrants issued in a currency that is not the functional currency of the Company are classified as a warrant liability.
Warrants classified as equity and issued in conjunction with common shares as part of a private placement unit offering are allocated a portion of the gross proceeds based on their relative fair value determined using a Black-Scholes valuation model. Warrants issued as payment for services, where the fair value of such services is not readily determinable, are valued using a Black-Scholes valuation model as at the date the warrants are issued.
(g) | Share-based compensation |
The granting of stock options to employees, officers, directors or consultants of the Company requires the recognition of share-based compensation expense with a corresponding increase in contributed surplus in shareholders’ equity. The fair value of stock options that vest immediately are recorded as share-based compensation expense at the date of the grant. The expense for stock options that vest over time is recorded over the vesting period using the graded method, which incorporates management’s estimate of the stock options that are not expected to vest. For stock options where vesting is subject to the completion of performance milestones, the estimate for completion of the milestone is reviewed at each reporting date for any change in the estimated vesting date, and to the extent there is a material change in the vesting date estimate, the amortization to be recognized is recalculated for the new timeline estimate and adjusted on a prospective basis in the current period. The effect of a change in the number of stock options expected to vest is a change in an estimate and the cumulative effect of the change is recognized in the period when the change occurs. On exercise of an stock option, the consideration received and the estimated fair value previously recorded in contributed surplus is recorded as an increase in share capital.
Stock options awarded to consultants are measured based on the fair value of the goods and services received unless that fair value cannot be estimated reliably. If the fair value of the goods and services cannot be reliably measured, then the fair value of the equity instruments granted is used to recognize the expense.
(h) | Leases and right-of-use assets |
In January 2016, the IASB issued IFRS 16 - Leases (“IFRS 16”), replacing IAS 17 - Leases. IFRS 16 provides a single lessee accounting model and requires the lessee to recognize assets and liabilities for all leases on its statement of financial position, providing the reader with greater transparency of an entity’s lease obligations.
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:
● | Leases of low value assets; and | |
● | Leases with a duration of twelve months or less. |
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by the incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
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DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
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On initial recognition, the carrying value of the lease liability also includes:
● | Amounts expected to be payable under any residual value guarantee; | |
● | The exercise price of any purchase option granted if it is reasonable certain to assess that option; | |
● | Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. |
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
● | Lease payments made at or before commencement of the lease; | |
● | Initial direct costs incurred; and | |
● | The amount of any provision recognised where the Company is contractually required to dismantle, remove or restore the leased asset. |
Lease liabilities, on initial measurement, increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made.
Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if this is judged to be shorter than the lease term.
When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.
Critical accounting judgements, estimates and assumption
The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Significant judgements
(i) | Income from digital currency mining |
The Company recognizes income from digital currency mining from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. The coins are recorded on the statement of financial position, as digital currencies, at their fair value less costs to sell and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit or loss in accordance with the Company’s treatment of its digital currencies as a traded commodity.
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DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining and strategic selling of digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of income from digital currency mining for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations, including the stage of completion being the completion and addition of a block to a blockchain and the reliability of the measurement of the digital currency received.
(ii) | Business combination |
Management uses judgement to determines whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.
The Company completed the RTO Transaction in February 2020 and concluded that the entity acquired did qualify as a business combination under IFRS 3, “Business Combinations”, as significant processes were acquired. Accordingly, the RTO Transaction has been accounted for as a business combination.
(iii) | Going concern |
The assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements.
(iv) | Valuation of amounts receivable |
Assessing the collectibility of amounts receivable and appropriateness of any bad debt reserve requires management judgment.
(v) | Impairment of goodwill |
Goodwill is tested for impairment if there is an indicator of impairment and annually for all CGUs with goodwill. The Company considers both external and internal sources of information for indications that goodwill is impaired. External sources of information we consider include changes in the market and economic and legal environment in which the CGU operates that are not within its control and affect the recoverable amount of goodwill. Internal sources of information considered include the strategic plans for the Company including estimates of revenue and other indications of economic performance of the assets.
(vi) | Impairment of property, plant and equipment |
Management considers both external and internal sources of information in assessing whether there are any indications that the Company’s property, plant and equipment are impaired. External sources of information management considers include changes in the market, economic and legal environments in which the Company operates that are not within its control and that affect the recoverable amount of its property, plant and equipment. Internal sources of information that management considers include the manner in which property and equipment are being used or are expected to be used and indications of economic performance of the assets.
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DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
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(vii) | Leases – incremental borrowing rate |
Judgment is applied when determining the incremental borrowing rate used to measure the lease liability of each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest rate the Company would pay to borrow at a similar term and with similar security.
(viii) | Determination of functional currency: |
IAS 21, “The Effects of Changes in Foreign Exchange Rates” (“IAS 21”), defines the functional currency as the currency of the primary economic environment in which an entity operates. The determination of functional currency, which is performed on an entity by entity basis, is based on various judgmental factors outlined in IAS 21. Based on an assessment of the factors in IAS 21, primarily those that influence labour, material and other costs of goods or services received by the Company’s subsidiaries, management determined that the functional currency for the parent and its subsidiary in the United States is the United States dollar and the functional currency for the Company’s subsidiary in Canada is the Canadian dollar.
(ix) | Income, value added, withholding and other taxes |
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
Significant estimates
(i) | Determination of asset and liability fair values and allocation of purchase consideration |
Significant business combinations require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date of assets acquired requires management to make certain judgements and estimates about future events, including but not limited to availability of hardware and expertise, future production opportunities, future digital currency prices and future operating costs.
(ii) | Depreciation |
Depreciation of data centre equipment and cloud mining rights are an estimate of its expected life. In order to determine the useful life of computing equipment, assumptions are required about a range of computing industry market and economic factors, including required hashrates, technological changes, availability of hardware and other inputs, and production costs.
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DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
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(iii) | Digital currency valuation |
Digital currencies consist of cryptocurrency denominated assets and are included in current assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position.
(iv) | Warrant liability |
The Company has issued warrants with an exercise price denominated in a currency other than the Company’s functional currency resulting in their classification as derivative liabilities. The Company measures the value of the warrant liability by reference to the fair value of the common shares underlying the warrants. Estimating the fair value for these warrants is determined using a currency translated option valuation model. This requires management to determine the most appropriate inputs to the valuation model including the estimated life of the warrants, estimated common share price volatility, expected dividend yield, and the risk free interest rate.
(v) | Share-based compensation |
The fair value of share-based compensation is determined using a Black-Scholes option-pricing model, which incorporates management’s estimates of the risk free interest rate, the expected dividend yield, the estimated common share price volatility, the estimated option life, and the forfeiture rate as applicable to each award. Prior to fiscal 2017, options were awarded with vesting based on service conditions, however, during the year, the Company awarded share options with vesting based on the achievement of performance conditions. The timing of completion of these performance conditions is uncertain as these conditions are based on the achievement of operational milestones. Accordingly, management is required to make an estimate of the dates for completion of such milestones. These estimates are reviewed at each reporting date for any change in the estimated vesting dates, and to the extent there is a material change in the vesting date estimates, the amortization to be recognized is recalculated for the new timeline estimates and adjusted on a prospective basis.
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DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
Disclosure of Internal Controls
Management has established processes to provide it with sufficient knowledge to support representations that it has exercised reasonable diligence to ensure that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the financial statements, and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the periods presented.
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. In particular, the certifying officers filing such certificate are not making any representations relating to the establishment and maintenance of:
(i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
(ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with the issuer’s GAAP (IFRS). |
The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Risk Factors
Overview
The Company faces a number of risks that are related to both the general cryptocurrency business as well as the Company’s business model. The risks and uncertainties described below are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties of which the Company is not aware or that the Company currently believes to be immaterial may also adversely affect the Company’s business, financial condition, results of operations or prospects. If any of the possible events described below occur, the Company’s business, financial condition, results of operations or prospects could be materially and adversely affected.
Risks Related to the Company’s Business
Bitcoin Halving Event Risk
In May 2020, the Bitcoin (“BTC”) block reward decreased from 12.5 to 6.25 BTC per block (the “Bitcoin Halving”), and consequently the number of new BTC issued to miners would be reduced to approximately 900 per day.
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DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
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The Bitcoin Halving may have a material impact on the Company’s profitability. Given that profitability is required for self-acting agents to perform BTC mining to continue to support the validation of transactions, the expected impact of the Bitcoin Halving is that market variables of BTC price and difficulty will adjust over time to ensure that the profitability of BTC mining remains profitable. The period of market normalization after the Bitcoin Halving to incentivizing profitability levels is unknown. As a result, if BTC price and difficulty do not adjust over time to pre-Bitcoin Halving profitability levels or the period of market normalization after the Bitcoin Halving to pre-Bitcoin Halving profitability levels is too long, there is a risk that the Bitcoin Halving will render the Company unprofitable for a sustained time period such that it could be unable to continue as a going concern.
COVID-19 Pandemic Risk
In March 2020, the World Health Organization declared COVID-19 a pandemic. The global response to the pandemic is constantly evolving, including various measures implemented at the global, national, state, provincial and local levels. The major impacts that COVID-19 is expected to have on the Company include potential increases in cryptocurrency price volatility, difficulty obtaining new financing due to global economic slowdown, and delays in receiving future orders of mining hardware and parts sourced from overseas. While the Company is expected to continue operating throughout the pandemic, government-imposed restrictions encouraging social distancing may impact the number of employees permitted to work in the mining facilities. A reduction in workforce in the mining facilities may reduce the Company’s ability to maximize operational efficiency.
The Company’s cryptocurrency inventory may be exposed to cybersecurity threats and hacks
As with any other computer code, flaws in the cryptocurrency codes have been exposed by certain malicious actors. Several errors and defects have been found and corrected, including those that disabled some functionality for users and exposed users’ information. Discovery of flaws in or exploitations of the source code that allow malicious actors to take or create money have been relatively rare.
Regulatory changes or actions may alter the nature of an investment in the Company or restrict the use of cryptocurrencies in a manner that adversely affects the Company’s operations
As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of the Company to continue to operate. The effect of any future regulatory change on the Company or any cryptocurrency that the Company may mine is impossible to predict, but such change could be substantial and have a material adverse effect on the Company. Governments may in the future curtail or outlaw the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency companies to additional regulation. Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire, own, hold, sell, use or trade cryptocurrencies or to exchange cryptocurrencies for fiat currency. By extension, similar actions by other governments, may result in the restriction of the acquisition, ownership, holding, selling, use or trading in the Company Subordinate Voting Shares. Such a restriction could result in the Company liquidating its cryptocurrency inventory at unfavorable prices and may adversely affect the Company’s shareholders.
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DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
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The value of cryptocurrencies may be subject to momentum pricing risk
Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Cryptocurrency market prices are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of cryptocurrencies, inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of the Company’s cryptocurrency inventory and thereby affect the Company’s shareholders.
Cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure
To the extent that cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, this could result in a reduction in cryptocurrency prices. Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, derivatives and other currencies. For example, during the past three years, a number of BTC exchanges have been closed due to fraud, business failure or security breaches. In many of these instances, the customers of the closed BTC exchanges were not compensated or made whole for the partial or complete losses of their account balances in such BTC exchanges. While smaller exchanges are less likely to have the infrastructure and capitalization that provide larger exchanges with additional stability, larger exchanges may be more likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information or gain access to private computer systems) and may be more likely to be targets of regulatory enforcement action.
Banks may not provide banking services, or may cut off banking services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment
A number of companies that provide BTC and/or other cryptocurrency-related services have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, a number of such companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to BTC and/or other cryptocurrency-related companies or companies that accept cryptocurrencies for a number of reasons, such as perceived compliance risks or costs. The difficulty that many businesses that provide BTC and/or other cryptocurrency-related services have and may continue to have in finding banks willing to provide them with bank accounts and other banking services may be currently decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies or could decrease its usefulness and harm its public perception in the future. Similarly, the usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks were to close the accounts of many or of a few key businesses providing BTC and/or other cryptocurrency-related services. This could decrease the market prices of cryptocurrencies and adversely affect the value of the Company’s cryptocurrency inventory.
The impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain
Crises may motivate large-scale purchases of cryptocurrencies which could increase the price of cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior wanes, adversely affecting the value of the Company’s cryptocurrency inventory.
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DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
As an alternative to fiat currencies that are backed by central governments, cryptocurrencies, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralised means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of BTCs either globally or locally. Large-scale sales of cryptocurrencies would result in a reduction in their market prices and adversely affect the Company’s operations and profitability.
The further development and acceptance of the cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate
The use of cryptocurrencies to, among other things, buy and sell goods and services and complete other transactions, is part of a new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing, or stopping of the development or acceptance of developing protocols may adversely affect the Company’s operations. The factors affecting the further development of the industry, include, but are not limited to:
● | Continued worldwide growth in the adoption and use of cryptocurrencies; | |
● | Governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems; | |
● | Changes in consumer demographics and public tastes and preferences; | |
● | The maintenance and development of the open-source software protocol of the network; | |
● | The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; | |
● | General economic conditions and the regulatory environment relating to digital assets; and | |
● | Negative consumer sentiment and perception of BTCs specifically and cryptocurrencies generally. |
Acceptance and/or widespread use of cryptocurrency is uncertain
Currently, there is relatively small use of BTCs and/or other cryptocurrencies in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect the Company’s operations, investment strategies, and profitability.
As relatively new products and technologies, BTC and its other cryptocurrency counterparts have not been widely adopted as a means of payment for goods and services by major retail and commercial outlets. Conversely, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short-term or long-term holding of cryptocurrencies.
The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services. A lack of expansion by cryptocurrencies into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in their market prices, either of which could adversely impact the Company’s operations, investment strategies, and profitability.
The Company may be required to sell its coins to pay for expenses
The Company may sell its coins to pay for expenses incurred, irrespective of then-current coin prices. Consequently, the Company’s coins may be sold at a time when the price is low, resulting in a negative effect on the Company’s profitability.
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DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
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The Company’s operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in cryptocurrencies
The Company competes with other users and/or companies that are mining cryptocurrencies and other potential financial vehicles, possibly including securities backed by or linked to cryptocurrencies through entities similar to the Company. Market and financial conditions, and other conditions beyond the Company’s control, may make it more attractive to invest in other financial vehicles, or to invest in cryptocurrencies directly which could limit the market for the Company’s shares and reduce their liquidity.
The Company’s coins may be subject to loss, theft or restriction on access
There is a risk that some or all of the Company’s coins could be lost or stolen. Access to the Company’s coins could also be restricted by cybercrime (such as a denial of service attack) against a service at which the Company maintains a hosted online wallet. Any of these events may adversely affect the operations of the Company and, consequently, its investments and profitability.
The loss or destruction of a private key required to access the Company’s digital wallets may be irreversible. The Company’s loss of access to its private keys or its experience of a data loss relating to the Company’s digital wallets could adversely affect its investments.
Cryptocurrencies are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the network’s public Blockchain. The Company will publish the public key relating to digital wallets in use when it verifies the receipt of cryptocurrency transfers and disseminates such information into the network, but it will need to safeguard the private keys relating to such digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, the Company will be unable to access its coins and such private keys will not be capable of being restored by network. Any loss of private keys relating to digital wallets used to store the Company’s cryptocurrency could adversely affect its investments and profitability.
Incorrect or fraudulent coin transactions may be irreversible
Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred coins may be irretrievable. As a result, any incorrectly executed or fraudulent coin transactions could adversely affect the Company’s investments.
Coin transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction. In theory, cryptocurrency transactions may be reversible with the control or consent of a majority of processing power on the network. Once a transaction has been verified and recorded in a block that is added to the Blockchain, an incorrect transfer of a coin or a theft of coin generally will not be reversible and the Company may not be capable of seeking compensation for any such transfer or theft. Although the Company’s transfers of coins will regularly be made by experienced members of the management team, it is possible that, through computer or human error, or through theft or criminal action, the Company’s coins could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts.
If the award of coins for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations
As the number of coins awarded for solving a block in the Blockchain decreases, the incentive for miners to continue to contribute processing power to the network will transition from a set reward to transaction fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions in the Blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for the relevant coins and prevent the expansion of the network to retail merchants and commercial businesses, resulting in a reduction in the price of the relevant cryptocurrency that could adversely impact the Company’s cryptocurrency inventory and investments.
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DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
In order to incentivize miners to continue to contribute processing power to the network, the network may either formally or informally transition from a set reward to transaction fees earned upon solving for a block. This transition could be accomplished either by miners independently electing to record on the blocks they solve only those transactions that include payment of a transaction fee or by the network adopting software upgrades that require the payment of a minimum transaction fee for all transactions. If transaction fees paid for the recording of transactions in the Blockchain become too high, the marketplace may be reluctant to accept network as a means of payment and existing users may be motivated to switch between cryptocurrencies or back to fiat currency. Decreased use and demand for coins may adversely affect their value and result in a reduction in the market price of coins.
If the award of coins for solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize miners, miners may cease expending processing power to solve blocks and confirmations of transactions on the Blockchain could be slowed temporarily. A reduction in the processing power expended by miners could increase the likelihood of a malicious actor or botnet obtaining control in excess of 50 percent of the processing power active on the Blockchain, potentially permitting such actor or botnet to manipulate the Blockchain in a manner that adversely affects the Company’s mining activities.
If the award of coins for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations. Miners ceasing operations would reduce collective processing power, which would adversely affect the confirmation process for transactions (i.e., decreasing the speed at which blocks are added to the Blockchain until the next scheduled adjustment in difficulty for block solutions) and make the network more vulnerable to a malicious actor or botnet obtaining control in excess of 50 percent of the processing power. Any reduction in confidence in the confirmation process or processing power of the network may adversely impact the Company’s mining activities, inventory of coins, and future investment strategies.
The price of coins may be affected by the sale of coins by other vehicles investing in coins or tracking cryptocurrency markets
To the extent that other vehicles investing in coins or tracking cryptocurrency markets form and come to represent a significant proportion of the demand for coins, large redemptions of the securities of those vehicles and the subsequent sale of coins by such vehicles could negatively affect cryptocurrency prices and therefore affect the value of the inventory held by the Company.
Risk related to technological obsolescence and difficulty in obtaining hardware
To remain competitive, the Company will continue to invest in hardware and equipment required for maintaining the Company’s mining activities. Should competitors introduce new services/software embodying new technologies, the Company’s hardware and equipment and its underlying technology may become obsolete and require substantial capital to replace such equipment.
The increase in interest and demand for cryptocurrencies has led to a shortage of mining hardware as individuals purchase equipment for mining at home.
Equipment will require replacement from time to time. Shortages of graphics processing units may lead to unnecessary downtime as the Company searches for replacement equipment.
Page 24
DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
General Business Risks Related to the Company
Management Experience and Dependence on Key Personnel and Employees
The Company’s success is currently largely dependent on the performance of the Company’s directors and officers. Certain members of the Company’s management team have experience in the cryptocurrency industry, while others have experience in areas including financial management, corporate finance and sales and marketing. The experience of these individuals is a factor which will contribute to the Company’s continued success and growth. The Company will initially be relying on the Company’s board members, as well as independent consultants, for certain aspects of the Company’s business. The amount of time and expertise expended on the Company’s affairs by each of the Company’s management team and the Company’s directors will vary according to the Company’s needs. The Company does not intend to acquire any key man insurance policies and there is, therefore, a risk that the death or departure of any member of management, the Company’s board, or any key employee or consultant, could have a material adverse effect on the Company’s future. Investors who are not prepared to rely on the Company’s management team should not invest in the Company’s securities.
Uncertainty of Additional Funding
Further acquisitions of additional cryptocurrency mining rigs will require additional capital and the Company will require funds to continue to operate as a public company. There is no assurance that the Company will be successful in obtaining any required financing(s) or that such financing(s) will be available on terms acceptable to the Company. Any future financing(s) may also be dilutive to the Company’s existing shareholders at that time.
Negative Cash Flow
The Company’s operations will be those of HashChain, which has a limited history of operations. HashChain has had negative operating cash flow since HashChain’s inception, and the Company will continue to have negative operating cash flow for the foreseeable future. No assurance can be given that the Company will ever attain positive cash flow or profitability additional or that additional funding will be available for operations.
Uninsured or Uninsurable Risks
The Company intends to insure its operations in accordance with technology industry practice. However, given the novelty of cryptocurrency mining and associated businesses, such insurance may not be available, uneconomical for the Company, or the nature or level may be insufficient to provide adequate insurance cover. The Company may become subject to liability for hazards against which the Company cannot insure or against which the Company may elect not to insure because of high premium costs or for other reasons. The payment of any such liabilities would reduce or eliminate the funds available for operations. Payments of liabilities for which the Company does not carry insurance may have a material adverse effect on the Company’s financial position.
Dividend Risk
The Company does not anticipate paying dividends in the near future. The Company expects to retain earnings to finance further growth and, where appropriate, retire debt.
Share Price Volatility Risk
The Company has applied to list on the TSXV the Company Subordinate Voting Shares. In the event of such listing, external factors outside of the Company’s control, such as announcements of quarterly variations in operating results, revenues and costs, and sentiments toward stocks, may have a significant impact on the market price of the Company Subordinate Voting Shares. Global stock markets, including the TSXV, have experienced extreme price and volume fluctuations from time to time. There can be no assurance that an active or liquid market will develop or be sustained for the Company Subordinate Voting Shares.
Page 25
DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
Costs of Being a Publicly Traded Company
As the Company will have publicly-traded securities, significant legal, accounting and filing fees will continue to be incurred. Securities legislation and the rules and policies of the TSXV require publicly listed companies to, among other things, adopt corporate governance policies and related practices and to continuously prepare and disclose material information, all of which carry significant legal, financial and securities regulatory compliance costs.
Conflicts of Interest
Certain of the Company’s directors and officers are, and may continue to be, involved in the cryptocurrency industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of the Company. Situations may arise in connection with potential acquisitions or opportunities where the other interests of these directors and officers may conflict with the Company’s interests. Directors and officers of the Company with conflicts of interest will be subject to and must follow the procedures set out in applicable corporate and securities legislation, regulations, rules and policies. Notwithstanding this, there may be corporate opportunities which the Company is not able to procure due to a conflict of interest of one or more of the Company’s directors or officers.
Tax Risk
The Company will be subject to various taxes including, but not limited to the following: Canadian income tax; goods and services tax; provincial sales tax; land transfer tax; and payroll tax. The Company tax filings will be subject to audit by various taxation authorities. While the Company intends to base its tax filings and compliance on the advice of its tax advisors, there can be no assurance that its tax filing positions will never be challenged by a relevant taxation authority resulting in a greater than anticipated tax liability
Other Events
Bitcoin Halving
As described in the section titled “Risks Factors” on page 17 of this MD&A, the BTC block reward decreased from 12.5 to 6.25 BTC per block in May 2020.
As of the date of this MD&A, the Company’s management has not observed market normalization to pre- halving profitability levels and the future financial impact cannot be estimated.
Page 26
DIGIHOST TECHNOLOGY INC. Management’s Discussion & Analysis
For
the Three and Nine Months Ended September 30, 2020
|
Cautionary Note Regarding Forward-Looking Information
This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward- looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements. In particular, this MD&A contains forward-looking statements pertaining to the following:
● | the impact of the ongoing novel coronavirus disease outbreak (COVID-19) on the business, operations, financial results and prospects of the Company; | |
● | the impact of the Bitcoin Halving in May 2020 on the price of BTC and the normalization after the Bitcoin Halving to pre-Bitcoin Halving profitability levels; | |
● | future debt levels, financial capacity, liquidity and capital resources; | |
● | anticipated future sources of funds to meet working capital requirements; | |
● | future capital expenditures and contractual commitments; | |
● | expectations respecting future financial results; | |
● | expectations regarding benefits of certain transactions and capital investments; | |
● | the Company’s objectives, strategies and competitive strengths; | |
● | future development activities; | |
● | the Company’s growth strategy; | |
● | expectations with respect to future opportunities; | |
● | expectations with respect to the Company’s financial position; | |
● | the Company’s capital expenditure programs and future capital requirements; | |
● | capital resources and the Company’s ability to raise capital; and | |
● | industry conditions pertaining to the cryptocurrency industry; | |
● | the other factors discussed under “Risk Factors”. |
This list of factors should not be construed as exhaustive.
Additional Information
Additional information concerning the Company is available on SEDAR at www.sedar.com.
Page 27
Exhibit 99.90
FORM 52-109F2R
CERTIFICATION OF REFILED INTERIM FILINGS
This certificate is being filed on the same date that Digihost Technology Inc. (the “issuer”) has refiled the interim financial report and interim MD&A for the interim period ended September 30, 2020.
I, Cindy Davis, Chief Financial Officer of Digihost Technology Inc., certify the following:
1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of the issuer for the interim period ended September 30, 2020. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: April 9, 2021 | |
“Cindy Davis” | |
Cindy Davis | |
Chief Financial Officer |
NOTE TO READER | |
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of | |
i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |
Exhibit 99.91
FORM 52-109F2R
CERTIFICATION OF REFILED INTERIM FILINGS
This certificate is being filed on the same date that Digihost Technology Inc. (the “issuer”) has refiled the interim financial report and interim MD&A for the interim period ended September 30, 2020.
I, Michel Amar, Chief Executive Officer of Digihost Technology Inc., certify the following:
1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of the issuer for the interim period ended September 30, 2020. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: April 9, 2021 | |
“Michel Amar” | |
Michel Amar | |
Chief Executive Officer |
NOTE TO READER | |
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of | |
i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |
Exhibit 99.92
DIGIHOST ANNOUNCES FILING OF CORRECTIVE DISCLOSURE PURSUANT TO OSC REVIEW
Toronto, ON – April 9, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) provides an update today that further to the review by the Ontario Securities Commission (the “OSC”) of the Company’s continuous disclosure and a subsequent request from OSC staff in connection therewith, the Company has filed amended and restated interim consolidated financial statements for the three and nine months ended September 30, 2020 along with a corresponding restated management discussion and analysis.
Corrective disclosure was requested by staff of the OSC in connection with its review of the Company’s base shelf prospectus. In accordance with OSC Staff Notice 51-711 (Revised) Refilings and Corrections of Errors (“Notice 51-711”), the Company has filed the documents noted above on SEDAR, which include restatements related to a decrease in the goodwill and share based compensation which were overstated by US$2,957,458 and US$512,523, respectively.
As a result of the filing of this disclosure the Company will be placed on the public list of Refiling and Errors in accordance with Notice 51-711.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 190PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations including as a result of acquisitions of equipment and infrastructure, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the ability to obtain regulatory approval for and complete acquisitions of equipment and infrastructure on the terms as announced or at all; the ability to successfully integrate the acquisitions of equipment and infrastructure on an economic basis or at all; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.93
DIGIHOST ANNOUNCES CLOSING OF CAD$25 MILLION BROKERED PRIVATE PLACEMENT WITH INSTITUTIONAL INVESTORS
/NOT
FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES/
Toronto, ON – April 13, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has closed its previously announced private placement of equity securities (the “Offering”). The offering was for gross proceeds of CAD$25 million in a private placement of its equity securities and consisted of the sale of 11,682,243 common shares of the Company (“Shares”) and warrants to purchase 11,682,243 common shares (“Warrants”), at a purchase price of CAD$2.14 per Share and associated Warrant. The Warrants have an exercise price of CAD$2.37 per Share and an exercise period of four years from the issuance date.
The net proceeds of the private placement will be used by the Company primarily to acquire additional Bitcoin miners, infrastructure expansion, further reduce energy costs and for working capital purposes.
H.C. Wainwright & Co. acted as the exclusive placement agent for the private placement.
H.C. Wainwright & Co. received (i) a cash commission equal to 8.0% of the gross proceeds of the Offering and (ii) 934,579 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant will entitle the holder to purchase one common share at an exercise price of CAD$2.675 at any time for a period of four years from the issuance date.
The securities issued under the Offering are subject to customary resale restrictions in the United States with no resale restrictions in Canada. No securities were offered or sold to Canadian residents in connection with the private placement.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 190PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as of the date of this news release. “Forward-looking information” in this news release includes information about the Offering including closing of the Offering and approval of the TSX Venture thereof and the use of net proceeds from the Offering, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: market and other conditions, continued effects of the COVID-19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; the availability of electricity at prevailing rates and on a continuous basis; the adequacy and security of custody for coins maintained in inventory; and, other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; the pricing of electricity at historical rates; the adequacy and security of custody for coins maintained in inventory; and, there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.94
DIGIHOST ANNOUNCES CHANGE OF AUDITOR
ENGAGES INTERNATIONAL AUDIT FIRM RAYMOND CHABOT GRANT THORNTON LLP
Toronto, ON – April 14, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) announces that it has changed its auditor from Clearhouse LLP (“Former Auditor”) to Raymond Chabot Grant Thornton LLP (“Successor Auditor”). In accordance with the change, the Former Auditor resigned as the auditor of the Company effective April 12, 2021, and the board of directors of the Company appointed the Successor Auditor as the Company’s auditor effective April 12, 2021, until the next Annual General Meeting of the Company.
“We would like to thank Clearhouse LLP for their guidance and expertise from the time of our going public transaction and over the past year. We are pleased to announce that Raymond Chabot Grant Thornton will be an important partner in the evolution of Digihost as we embark upon the next stages of our Company’s ambitious growth plans,” stated Michel Amar, the Company’s CEO.
There were no reservations or modified opinions in the Former Auditor’s audit reports for the Company. There are no “reportable events” (as the term is defined in National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”)) between the Company and the Former Auditor. In accordance with NI 51-102, the notice of change of auditor, together with the required letters from the Former Auditor and the Successor Auditor, have been reviewed by the board of directors of the Company and filed on SEDAR.
Michel Amar also stated: “I would like Digihost to have broader access to U.S. capital markets as well as larger U.S. equity exchanges. As such, it is important that institutional investors and regulators have confidence in the integrity and transparency of the Company’s financial reporting and disclosures. We believe the engagement of an international audit firm of the stature of Raymond Chabot Grant Thornton is the right decision for the Company at this time as we move towards achieving the next milestones in the strategic growth of Digihost.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 190PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations including as a result of acquisitions of equipment and infrastructure, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the ability to obtain regulatory approval for and complete acquisitions of equipment and infrastructure on the terms as announced or at all; the ability to successfully integrate the acquisitions of equipment and infrastructure on an economic basis or at all; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.95
DIGIHOST TECHNOLOGY INC.
NOTICE OF CHANGE OF AUDITOR
TO: | Clearhouse LLP, Chartered Professional Accountants |
Suite 527 – 2560 Matheson Blvd E
Mississauga, ON L4W 4Y9
AND TO: | Raymond Chabot Grant Thornton LLP |
600, rue De La Gauchetière Ouest, bureau 2000
Montréal, QC H3B 4L8
TAKE NOTICE THAT:
(a) | Clearhouse LLP, Chartered Professional Accounts, the former auditors of DIGIHOST TECHNOLOGY INC. (the “Corporation”) have, on their own initiative, tendered their resignation effective April 12, 2021 and the board of directors of the Corporation effective April 12, 2021 have appointed Raymond Chabot Grant Thornton LLP, as successor auditors in their place; |
(b) | the former auditors of the Corporation resigned on their own initiative; |
(c) | the resignation of Clearhouse LLP, Chartered Professional Accountants and the appointment of Raymond Chabot Grant Thornton LLP, in their place have been approved by the board of directors of the Corporation; |
(d) | there have been no reservations contained in the former auditors’ reports on any of the financial statements of the Corporation commencing from the period of incorporation to the period ended December 31, 2019; and |
(e) | there are no reportable events (as defined in 7(e) of National Instrument 51-102). |
DATED as of the 12th day of April, 2021.
BY ORDER OF THE BOARD | |
“Michel Amar” | |
Michel Amar | |
Chief Executive Officer |
Exhibit 99.96
April 12, 2021 |
Raymond Chabot
Grant Thornton LLP Suite 2000 National Bank Tower 600 De La Gauchetière Street West Montréal, Quebec H3B 4L8 T 514-878-2691 |
Ontario Securities Commission
British Columbia Securities Commission Alberta Securities Commission
Re: | Notice of Change of Auditor – Digihost Technology Inc. |
We have reviewed the information contained in the Change of Auditor Notice of Digihost Technology Inc. dated April 12, 2021 (the “Notice”), which we understand will be filed pursuant to Section 4.11 of National Instrument 51-102.
Based on our knowledge as of the date hereof, we agree with the statements contained in the Notice. We have no basis to agree or disagree with the comments in the notice relating to Clearhouse LLP.
Yours truly,
Louis Roy, CPA auditor, CA
Partner
Member of Grant Thornton International Ltd | rcgt.com |
Exhibit 99.97
April 12, 2021
British Columbia Securities Commission Alberta Securities Commission
Ontario Securities Commission
Dear Sirs/Mesdames:
Re: | Digihost Technology Inc (the “Company”) Change of Auditor of Reporting Issuer |
We acknowledge receipt of a Notice of Change of Auditor (the “Notice”) dated April 12, 2021, delivered to us by the Company in respect of the change of auditor of the Company.
Pursuant to National Instrument 51-102 of the Canadian Securities Administrators, please accept this letter as confirmation by Clearhouse LLP that we have reviewed the Notice and, based on our knowledge as at the time of receipt of the Notice, we agree with each of the statements concerning Clearhouse LLP therein.
I trust the foregoing is satisfactory.
Yours very truly,
Chartered Professional Accountants Licensed Public Accountants
cc: | Board of Directors of Digihost Technology Inc |
Exhibit 99.98
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
April 14, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on April 14, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michelamar@me.com
Item 9 | Date of Report |
April 14, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES CHANGE OF AUDITOR,
ENGAGES INTERNATIONAL AUDIT FIRM RAYMOND CHABOT GRANT THORNTON LLP
Toronto, ON – April 14, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) announces that it has changed its auditor from Clearhouse LLP (“Former Auditor”) to Raymond Chabot Grant Thornton LLP (“Successor Auditor”). In accordance with the change, the Former Auditor resigned as the auditor of the Company effective April 12, 2021, and the board of directors of the Company appointed the Successor Auditor as the Company's auditor effective April 12, 2021, until the next Annual General Meeting of the Company.
“We would like to thank Clearhouse LLP for their guidance and expertise from the time of our going public transaction and over the past year. We are pleased to announce that Raymond Chabot Grant Thornton LLP will be an important partner in the evolution of Digihost as we embark upon the next stages of our Company’s ambitious growth plans,” stated Michel Amar, the Company’s CEO.
There were no reservations or modified opinions in the Former Auditor's audit reports for the Company. There are no “reportable events” (as the term is defined in National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”)) between the Company and the Former Auditor. In accordance with NI 51-102, the notice of change of auditor, together with the required letters from the Former Auditor and the Successor Auditor, have been reviewed by the board of directors of the Company and filed on SEDAR.
Michel Amar also stated: “I would like Digihost to have broader access to U.S. capital markets as well as larger U.S. equity exchanges. As such, it is important that institutional investors and regulators have confidence in the integrity and transparency of the Company’s financial reporting and disclosures. We believe the engagement of an international audit firm of the stature of Raymond Chabot Grant Thornton is the right decision for the Company at this time as we move towards achieving the next milestones in the strategic growth of Digihost.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company's mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 190PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
2
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations including as a result of acquisitions of equipment and infrastructure, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the ability to obtain regulatory approval for and complete acquisitions of equipment and infrastructure on the terms as announced or at all; the ability to successfully integrate the acquisitions of equipment and infrastructure on an economic basis or at all; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
3
Exhibit 99.99
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
April 13, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on April 13, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michelamar@me.com
Item 9 | Date of Report |
April 14, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES CLOSING OF CAD$25 MILLION BROKERED PRIVATE PLACEMENT WITH INSTITUTIONAL INVESTORS
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES/
Toronto, ON – April 13, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has closed its previously announced private placement of equity securities (the “Offering”). The offering was for gross proceeds of CAD$25 million in a private placement of its equity securities and consisted of the sale of 11,682,243 common shares of the Company (“Shares”) and warrants to purchase 11,682,243 common shares (“Warrants”), at a purchase price of CAD$2.14 per Share and associated Warrant. The Warrants have an exercise price of CAD$2.37 per Share and an exercise period of four years from the issuance date.
The net proceeds of the private placement will be used by the Company primarily to acquire additional Bitcoin miners, infrastructure expansion, further reduce energy costs and for working capital purposes.
H.C. Wainwright & Co. acted as the exclusive placement agent for the private placement.
H.C. Wainwright & Co. received (i) a cash commission equal to 8.0% of the gross proceeds of the Offering and (ii) 934,579 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant will entitle the holder to purchase one common share at an exercise price of CAD$2.675 at any time for a period of four years from the issuance date.
The securities issued under the Offering are subject to customary resale restrictions in the United States with no resale restrictions in Canada. No securities were offered or sold to Canadian residents in connection with the private placement.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company's mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 190PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
2
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as of the date of this news release. “Forward-looking information” in this news release includes information about the Offering including closing of the Offering and approval of the TSX Venture thereof and the use of net proceeds from the Offering, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: market and other conditions, continued effects of the COVID-19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; the availability of electricity at prevailing rates and on a continuous basis; the adequacy and security of custody for coins maintained in inventory; and, other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; the pricing of electricity at historical rates; the adequacy and security of custody for coins maintained in inventory; and, there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
3
Exhibit 99.100
DIGIHOST ANNOUNCES PARTICIPATION AT THE H.C.
WAINWRIGHT
CRYPTOCURRENCY, BLOCKCHAIN & FINTECH CONFERENCE ON APRIL 27,
2021
Toronto, ON – April 22, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that it will be featured as a presenting company at the H.C. Wainwright Cryptocurrency, Blockchain & FinTech Conference, which is being held virtually on Tuesday, April 27, 2021.
Michel Amar, CEO of Digihost, will provide an overview of the Company’s journey to develop its highly efficient Bitcoin mining operations, as well as the Company’s plans to innovate, improve and grow its mining infrastructure as the Company turns towards the next milestones in its strategic growth. Mr. Amar will also be available to participate in one-on-one meetings with investors who are registered to join the conference.
Interested parties can listen to the Company’s presentation or book a one-on-one conversavation by registering for the conference at the following link: www.hcwevents.com/crypto
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company's mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 190PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations including as a result of acquisitions of equipment and infrastructure, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the ability to obtain regulatory approval for and complete acquisitions of equipment and infrastructure on the terms as announced or at all; the ability to successfully integrate the acquisitions of equipment and infrastructure on an economic basis or at all; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.101
|
||
April 23, 2021 | 510 Burrard St, 3rd Floor | |
Vancouver BC, V6C 3B9 | ||
www.computershare.com |
To: All Canadian Securities Regulatory Authorities
Subject: DIGIHOST TECHNOLOGY INC.
Dear Sir/Madam:
We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:
Meeting Type : | Annual General Meeting |
Record Date for Notice of Meeting : | May 18, 2021 |
Record Date for Voting (if applicable) : | May 18, 2021 |
Beneficial Ownership Determination Date : | May 18, 2021 |
Meeting Date : | July 05, 2021 |
Meeting Location (if available) : | Hybrid Meeting |
Issuer sending proxy related materials directly to NOBO: | Yes |
Issuer paying for delivery to OBO: | No |
Notice and Access (NAA) Requirements:
NAA for Beneficial Holders | Yes |
Beneficial Holders Stratification Criteria: | Not Applicable |
NAA for Registered Holders | Yes |
Registered Holders Stratification Criteria: | Not Applicable |
Voting Security Details: | ||
Description | CUSIP Number | ISIN |
SUBORDINATE VOTING SHARES | 25381D107 | CA25381D1078 |
Sincerely,
Computershare
Agent for DIGIHOST TECHNOLOGY INC.
Exhibit 99.102
DIGIHOST ANNOUNCES APPOINTMENT OF NEW CHIEF FINANCIAL OFFICER
Toronto, ON – April 29, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that it has appointed Paul Ciullo as the new Chief Financial Officer (“CFO”), effective April 29, 2021. Mr. Ciullo will be based out of New York and will oversee all accounting and finance functions, while providing strategic recommendations that ensure all financial solutions support the Company’s evolving growth strategy and vision.
Mr. Ciullo has a diverse professional background and specialized in financial reporting and project management during his time spent working in senior corporate finance and accounting positions for various Fortune 500 companies. Mr. Ciullo is a CPA who obtained a Bachelor’s of Science in Accounting from the State University of New York College at Geneseo and an MBA from Pennsylvania State University.
Michel Amar, CEO of the Company, stated: “We are thrilled to welcome Paul to the Digihost senior management team. The addition of Paul as CFO and his depth of corporate and capital markets experience will contribute greatly to the Company’s plans for growth and to the Company as a whole.”
Mr. Ciullo will replace Ms. Cindy Davis as CFO of the Company. Mr. Amar and the Board would like to thank Ms. Davis for her continuous hard work and endless contributions to Digihost over the past two years.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company's mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 190PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations including as a result of acquisitions of equipment and infrastructure, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the ability to obtain regulatory approval for and complete acquisitions of equipment and infrastructure on the terms as announced or at all; the ability to successfully integrate the acquisitions of equipment and infrastructure on an economic basis or at all; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.103
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
April 29, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on April 29, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michelamar@me.com
Item 9 | Date of Report |
April 29, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES APPOINTMENT OF NEW CHIEF FINANCIAL OFFICER
Toronto, ON – April 29, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that it has appointed Paul Ciullo as the new Chief Financial Officer (“CFO”), effective April 29, 2021. Mr. Ciullo will be based out of New York and will oversee all accounting and finance functions, while providing strategic recommendations that ensure all financial solutions support the Company’s evolving growth strategy and vision.
Mr. Ciullo has a diverse professional background and specialized in financial reporting and project management during his time spent working in senior corporate finance and accounting positions for various Fortune 500 companies. Mr. Ciullo is a CPA who obtained a Bachelor’s of Science in Accounting from the State University of New York College at Geneseo and an MBA from Pennsylvania State University.
Michel Amar, CEO of the Company, stated: “We are thrilled to welcome Paul to the Digihost senior management team. The addition of Paul as CFO and his depth of corporate and capital markets experience will contribute greatly to the Company’s plans for growth and to the Company as a whole.”
Mr. Ciullo will replace Ms. Cindy Davis as CFO of the Company. Mr. Amar and the Board would like to thank Ms. Davis for her continuous hard work and endless contributions to Digihost over the past two years.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company's mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 190PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
2
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations including as a result of acquisitions of equipment and infrastructure, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the ability to obtain regulatory approval for and complete acquisitions of equipment and infrastructure on the terms as announced or at all; the ability to successfully integrate the acquisitions of equipment and infrastructure on an economic basis or at all; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
3
Exhibit 99.104
FORM 13-502F1
CLASS 1 AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE
MANAGEMENT CERTIFICATION
I, Paul Ciullo , an officer of the reporting issuer noted below have examined this Form 13-502F1 (the Form) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.
(s) | Date: | |||
Name: | Paul Ciullo | |||
Title: | Chief Financial Officer |
Reporting Issuer Name: | Digihost Technology Inc. | |
End date of previous financial year: | 31/12/20 |
Type of Reporting Issuer: | ✔ Class 1 reporting issuer | ☐ Class 3B reporting issuer |
Highest Trading Marketplace: | TSX Venture |
(refer to the definition of “highest trading marketplace” under OSC Rule 13-502 Fees)
Market value of listed or quoted equity securities:
(in Canadian Dollars - refer to section 7.1 of OSC Rule 13-502 Fees)
Exhibit 99.105
DIGIHOST TECHNOLOGY INC.
(formerly HashChain Technology Inc.)
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(EXPRESSED IN UNITED STATES DOLLARS)
Independent Auditor’s Report
To the Shareholders of Digihost Technology Inc. (formerly Hashchain Technology Inc.) |
Raymond Chabot Grant Thornton LLP
Suite 2000 National Bank Tower 600 De La Gauchetière Street West Montréal, Quebec H3B 4L8 Telephone: 514-878-2691 Fax: 514-878-2127 www.rcgt.com |
Opinion
We have audited the consolidated financial statements of Digihost Technology Inc. (formerly Hashchain Technology Inc.) (hereafter “the Company”), which comprise the consolidated statement of Financial Position as at December 31, 2020, and the consolidated statement of loss and comprehensive loss, the consolidated statement of changes in shareholders’ equity (defiency) and the consolidated statement of cash flows for the year then ended, and notes to consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly,in all material respects, the financial position of the Company as at December 31, 2020, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the consolidated financial statements” section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities inaccordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other matter – Comparative information audited by a predecessor auditor
The consolidated financial statements of the Company for the year ended December 31, 2019 were audited by another auditor who expressed an unmodified opinion on those statements on June 11, 2020.
Member of Grant Thornton International Ltd
Information other than the consolidated financial statements and the auditor’s report thereon
Management is responsible for the other information. The other information comprises the information included in Management’s Discussion and Analysis, other than the consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible forassessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
2
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
– | Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; |
– | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control; |
– | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management; |
– | Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern; |
– | Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation; |
– | Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our on our independence, and where applicable, related safeguards.
The engagement partner on the audit resulting in this independent auditor’s report is Louis Roy, CPA auditor, CA.
Montreal
April 30, 2021
1 | CPA auditor, CA public accountancy permit no A125741 |
3
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Consolidated Statements of Financial Position
(Expressed in United States Dollars)
As at December 31, |
As at December 31, |
|||||||
2020 | 2019 | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 31,250 | $ | 152,154 | ||||
Cash held in trust | - | 1,151,783 | ||||||
Digital currencies (note 4) | 4,508,042 | - | ||||||
Amounts receivable and prepaid expenses (note 5) | 12,622 | 161,919 | ||||||
Loan receivable (notes 6 and 16) | 141,552 | 2,431,655 | ||||||
Total current assets | 4,693,466 | 3,897,511 | ||||||
Property, plant and equipment (note 7) | 6,497,634 | - | ||||||
Right of use assets (note 10) | 2,413,720 | - | ||||||
Intangible asset (note 9) | 1,572,500 | - | ||||||
Goodwill (notes 3 and 8) | 1,342,281 | - | ||||||
Total assets | $ | 16,519,601 | $ | 3,897,511 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY) | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued liabilities | $ | 920,914 | $ | 68,458 | ||||
Lease liabilities (note 11) | 111,672 | - | ||||||
Loans payable (note 12) | 2,010,172 | - | ||||||
Subscription liability (note 13) | - | 4,103,766 | ||||||
Total current liabilities | 3,042,758 | 4,172,224 | ||||||
Lease liabilities (note 11) | 2,434,488 | - | ||||||
Loans payable (note 12) | 532,911 | - | ||||||
Deferred tax liability (note 19) | 65,638 | - | ||||||
Total liabilities | 6,075,795 | 4,172,224 | ||||||
Shareholders’ equity (deficiency) | ||||||||
Share capital (note 13) | 12,541,038 | 20 | ||||||
Contributed surplus | 1,267,551 | - | ||||||
Cumulative translation adjustment | 118,162 | - | ||||||
Digital currency revaluation reserve | 1,982,501 | - | ||||||
Deficit | (5,465,446 | ) | (274,733 | ) | ||||
Total shareholders’ equity (deficiency) | 10,443,806 | (274,713 | ) | |||||
Total liabilities and shareholders’ equity (deficiency) | $ | 16,519,601 | $ | 3,897,511 |
Nature of operations and going concern (note 1)
Subsequent events (note 22)
Approved on behalf of the Board:
“Michel Amar” , Director | “Donald Christie” , Director |
The accompanying notes are an integral part of these consolidated financial statements.
- 1 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in United States Dollars)
Year Ended
December 31, |
||||||||
2020 | 2019 | |||||||
Revenue from digital currency mining (note 4) | $ | 3,553,362 | $ | - | ||||
Cost of digital currency mining | ||||||||
Operating and maintenance costs | (4,163,007 | ) | - | |||||
Depreciation and amortization | (3,387,043 | ) | - | |||||
Gross loss | (3,996,688 | ) | - | |||||
Expenses | ||||||||
Office and administrative expenses | (233,227 | ) | (7,175 | ) | ||||
Professional fees | (229,573 | ) | (262,793 | ) | ||||
Regulatory fees | (77,827 | ) | - | |||||
Share based compensation (note 15) | (1,247,551 | ) | - | |||||
Gain on sale of digital currency (note 4) | 62,799 | - | ||||||
Other income | 44,068 | - | ||||||
Insurance proceeds | 109,900 | - | ||||||
Operating loss | (5,568,099 | ) | (269,968 | ) | ||||
Net financial expenses (note 17) | (258,427 | ) | - | |||||
Net loss before income taxes | (5,826,526 | ) | (269,968 | ) | ||||
Deferred tax recovery (note 19) | 635,813 | - | ||||||
Net loss for the year | (5,190,713 | ) | (269,968 | ) | ||||
Other comprehensive income | ||||||||
Items that will be reclassified to net income Foreign currency translation adjustment | 118,162 | - | ||||||
Items that will not be reclassified to net income Revaluation of digital currency, net of tax | 1,982,501 | - | ||||||
Total comprehensive loss for the year | $ | (3,090,050 | ) | $ | (269,968 | ) | ||
Basic and diluted loss per share | $ | (0.15 | ) | $ | (742 | ) | ||
Weighted average number of subordinate voting shares outstanding - basic and diluted | 35,146,572 | 364 |
The accompanying notes are an integral part of these consolidated financial statements.
- 2 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Consolidated Statements of Cash Flows
(Expressed in United States Dollars)
Year Ended
December 31, |
||||||||
2020 | 2019 | |||||||
Operating activities | ||||||||
Net loss for the year | $ | (5,190,713 | ) | $ | (269,968 | ) | ||
Adjustments for: | ||||||||
Deferred taxes | (635,813 | ) | - | |||||
Gain on sale of digital currency | (62,799 | ) | - | |||||
Digital currency mined | (3,553,362 | ) | - | |||||
Digital currency sold | 1,792,071 | - | ||||||
Depreciation of right-of-use assets | 174,388 | - | ||||||
Depreciation and amortization | 3,212,655 | - | ||||||
Interest on lease liabilities | 216,435 | - | ||||||
Share based compensation | 1,247,551 | - | ||||||
Foreign exchange loss | 63,464 | - | ||||||
Non-cash working capital items: | ||||||||
Prepaid expenses | (12,622 | ) | - | |||||
Amounts receivable | (262,672 | ) | (161,899 | ) | ||||
Accounts payable and accrued liabilities | 761,560 | 63,693 | ||||||
Net cash used in operating activities | (2,249,857 | ) | (368,174 | ) | ||||
Investing activity | ||||||||
Purchase of property, plant and equipment | (1,154,260 | ) | - | |||||
Net funds for loan receivable | (113,917 | ) | (2,431,655 | ) | ||||
Net cash used in investing activity | (1,268,177 | ) | (2,431,655 | ) | ||||
Financing activities | ||||||||
Subscription proceeds | - | 4,103,766 | ||||||
Return of subscription proceeds | (39,335 | ) | - | |||||
Loans payable | 2,543,083 | - | ||||||
Lease payments | (258,381 | ) | - | |||||
Repurchase of shares | (20 | ) | - | |||||
Net cash provided by financing activities | 2,245,347 | 4,103,766 | ||||||
Net change in cash | (1,272,687 | ) | 1,303,937 | |||||
Cash, beginning of year (1) | 1,303,937 | - | ||||||
Cash, end of year (1) | $ | 31,250 | $ | 1,303,937 |
(1) | In 2019, cash was composed of cash and cash held in trust. |
Supplemental information | ||||||||
Interest paid | $ | 18,114 | $ | - |
The accompanying notes are an integral part of these consolidated financial statements.
- 3 -
Digihost Technology Inc. (formerly HashChain
Technology Inc.)
Consolidated Statement of Changes in Shareholders’ Equity (Deficiency)
(Expressed in United States Dollars)
Number of shares | Cumulative |
Digital
currency |
||||||||||||||||||||||||||||||
Subordinate
voting shares |
Proportionate
voting shares |
Share
capital |
Contributed
surplus |
Translation
Adjustment |
revaluation
reserve |
Deficit | Total | |||||||||||||||||||||||||
Balance, December 31, 2018 | 6,507,038 | - | $ | 20 | $ | - | $ | - | $ | - | $ | (4,765 | ) | $ | (4,745 | ) | ||||||||||||||||
Acquisition of NODE40 assets | 23,522 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Net loss for the year | - | - | - | - | - | - | (269,968 | ) | (269,968 | ) | ||||||||||||||||||||||
Balance, December 31, 2019 | 6,530,560 | - | 20 | - | - | - | (274,733 | ) | (274,713 | ) | ||||||||||||||||||||||
Issuance of Old Digihost shares for transfer of lease and property and equipment and intangibles (notes 7, 9, 10 and 11) | - | - | 5,480,000 | - | - | - | - | 5,480,000 | ||||||||||||||||||||||||
Cancellation of founder shares (note 13(b)(ii)) | - | - | (20 | ) | - | - | - | - | (20 | ) | ||||||||||||||||||||||
Shares issued pursuant to reverse takeover transaction (note 3) | 29,820,000 | - | 2,957,458 | - | - | - | - | 2,957,458 | ||||||||||||||||||||||||
Private placement (note 13(b)(i)) | 5,592,487 | - | 4,044,431 | 20,000 | - | - | - | 4,064,431 | ||||||||||||||||||||||||
Share exchange for proportionate voting shares (note 13(b)(i)) | (1,999,997 | ) | 10,000 | - | - | - | - | - | - | |||||||||||||||||||||||
Shares issued as payment for accounts payable | 130,611 | - | 59,149 | - | - | - | - | 59,149 | ||||||||||||||||||||||||
Share based compensation | - | - | - | 1,247,551 | - | - | - | 1,247,551 | ||||||||||||||||||||||||
Transaction with owners | 40,073,661 | 10,000 | 12,541,038 | 1,267,551 | - | - | (274,733 | ) | 13,533,856 | |||||||||||||||||||||||
Foreign currency translation adjustment | - | - | - | - | 118,162 | - | - | 118,162 | ||||||||||||||||||||||||
Revaluation of digital currency, net of tax | - | - | - | - | - | 1,982,501 | - | 1,982,501 | ||||||||||||||||||||||||
Net loss for the year | - | - | - | - | - | - | (5,190,713 | ) | (5,190,713 | ) | ||||||||||||||||||||||
Total comprehensive loss for the year | - | - | - | - | 118,162 | 1,982,501 | (5,190,713 | ) | (3,090,050 | ) | ||||||||||||||||||||||
Balance, December 31, 2020 | 40,073,661 | 10,000 | $ | 12,541,038 | $ | 1,267,551 | $ | 118,162 | $ | 1,982,501 | $ | (5,465,446 | ) | $ | 10,443,806 |
The accompanying notes are an integral part of these consolidated financial statements.
- 4 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
1. | Nature of operations and going concern |
Digihost Technology Inc. (the “Digihost”) was incorporated in British Columbia, Canada, on February 18, 2017 as Chortle Capital Corp and subsequently changed its name to HashChain Technology Inc. on September 18, 2017, and again to Digihost Technology Inc. on February 14, 2020. Digihost and its subsidiary (together the “Company”) is a blockchain technology company with operations in cryptocurrency mining. The head office of the Company is located at 1001 East Delavan Avenue, Buffalo, New York, 14215.
On February 14, 2020, a reverse takeover transaction (the “RTO Transaction”) between Digihost International, Inc. (“Old Digihost”) and HashChain Technology Inc. (“HashChain”) was completed (note 3). On completion of the RTO Transaction, Old Digihost was determined to be the accounting acquirer and accordingly, the financial statements are a continuation of the Old Digihost. In connection with completion of the RTO Transaction, HashChain has changed its name to “Digihost Technology Inc.”. The Company carried on the business of HashChain as a Tier 2 technology issuer under the symbol “DGHI”. Digihost subordinate voting shares were listed for trading on the TSX Venture Exchange (“TSXV”) February 20, 2020.
These consolidated financial statements of the Company were reviewed, approved and authorized for issue by the Board of Directors on April 30, 2021.
The consolidated financial statements have been prepared using International Financial Reporting Standards (“IFRS”) applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern. It would, in this situation, be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying financial statements. Such adjustments could be material.
As at December 31, 2020, the Company had an accumulated deficit of $5,465,446 (December 31, 2019 - $274,733). Net loss for the year ended December 31, 2020 was $5,190,713 (year ended December 31, 2019 - $269,968). The Company had a working capital of $1,650,708 as at December 31, 2020 (December 31, 2019 - deficiency of $274,713). These conditions raise material uncertainties which may cast doubt as to whether the Company will be able to continue as a going concern. Subsequent to the year-end, the Company closed private placements of CAD$50 million (note 22).
These consolidated financial statements have been prepared on a going concern basis, which presumes realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern, namely its ability to generate sufficient cash resources to meet its obligations for at least twelve months from the end of the reporting period, is dependent upon its ability to arrange future financing, which is largely dependent upon prevailing capital market conditions, continued support of its shareholder base and achieving positive cash flows from operations. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business. Such adjustments could be material.
2. | Significant accounting policies |
(a) | Statement of compliance |
The consolidated financial statements have been prepared in accordance with IFRS issued effective for the Company’s reporting for the year ended December 31, 2020.
(b) | Statement of presentation |
The Company’s consolidated financial statements have been prepared on an accrual basis and under the historical cost basis.
- 5 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
2. | Significant accounting policies (continued) |
(c) | Basis of consolidation |
These consolidated financial statements include the accounts of Digihost and its wholly owned subsidiary: Digihost International, Inc. Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continues to be consolidated until the date that such control ceases. Control is achieved when an investor has power over an investee to direct its activities, exposure to variable returns from an investee, and the ability to use the power to affect the investor’s returns. All inter-company transactions and balances have been eliminated upon consolidation.
(d) | Functional and presentation currency |
These financial statements are presented in United States Dollars. The functional currency of Digihost is the Canadian dollar and the functional currency of Digihost International, Inc. is the United States Dollars. All financial information is expressed in United States Dollars, unless otherwise stated.
(e) | Foreign currency translation |
Monetary assets and liabilities denominated in foreign currencies are translated to the respective functional currency at exchange rates in effect at the reporting date. Non-monetary assets and liabilities are translated at historical exchange rates at the respective transaction dates. Revenue and expenses are translated at the rate of exchange at each transaction date. Gains or losses on translation are included in foreign exchange expense.
The results and financial position of an entity whose functional currency are translated into a different presentation currency are treated as follows:
● | assets and liabilities are translated at the closing rate at the reporting date; |
● | income and expenses for each income statement are translated at average exchange rates at the dates of the period; and |
● | all resulting exchange differences are recognized in other comprehensive income as cumulative translation adjustments. |
(f) | Revenue recognition |
The Company recognizes revenue from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific cryptocurrency mining pool in which it participates. Revenue is measured based on the fair value of the digital currencies received. The fair value is determined using the spot price of the digital currencies on the date of receipt. Digital currencies are considered earned on the completion and addition of a block to the blockchain, at which time the economic benefit is received and can be reliably measured.
(g) | Digital currencies |
Digital currencies consist of Bitcoin. Digital currencies meet the definition of intangible assets in IAS 38 Intangible Assets as they are identifiable non-monetary assets without physical substance. They are initially recorded at cost and the revaluation method is used to measure the digital currencies subsequently. Where digital assets are recognized as revenue, the fair value of the bitcoin received is considered to be the cost of the digital assets. Under the revaluation method, increases in fair value are recorded in other comprehensive income, while decreases are recorded in profit or loss. The Company revalues its digital currencies at the end of each quarter. There is no recycling of gains from other comprehensive income to profit or loss. However, to the extent that an increase in fair value reverses a previous decrease in fair value that has been recorded in profit or loss, that increase is recorded in profit or loss. Decreases in fair value that reverse gains previously recorded in other comprehensive income are recorded in other comprehensive income. Gains and losses on digital currencies sold between revaluation dates are included in profit or loss.
- 6 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
2. | Significant accounting policies (continued) |
(g) | Digital currencies (continued) |
Digital currencies are measured at fair value using the quoted price on Cryptocompare. Cryptocompare is a pricing aggregator, as the principal market or most advantageous market is not always known. The Company believes any price difference amongst the principal market and an aggregated price to be immaterial. Management considers this fair value to be a Level 2 input under IFRS 13 Fair Value Measurement fair value hierarchy as the price on this source represents an average of quoted prices on multiple digital currency exchanges.
(h) | Property, plant and equipment |
Details as to the Company’s policies for property, plant and equipment are as follows:
Asset | Amortization method | Amortization period | ||
Data miners | Straight-line | 12 - 36 months | ||
Equipment | Straight-line | 36 and 120 months | ||
Leasehold improvement | Straight-line | 120 months |
Property, plant and equipment are recorded at cost less accumulated depreciation. Cost includes all expenditures incurred to bring assets to the location and condition necessary for them to be operated in the manner intended by management. Material residual value estimates and estimates of useful life are updated as required, but at least annually.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any replaced parts is derecognized. All other repairs and maintenance are charged to profit or loss during the fiscal year in which they are incurred.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.
(i) | Intangible assets |
Intangible assets are accounted for using the cost model whereby capitalized costs are amortized on a straight-line basis over their estimated useful lives. Residual values and useful lives are reviewed at each reporting date. The right of use of an electric power facility is depreciated over 13 years.
When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the proceeds and the carrying amount of the asset, and is recognized in profit or loss
Amortization of intangible assets has been included in depreciation and amortization in the consolidated statement of comprehensive loss.
- 7 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
2. | Significant accounting policies (continued) |
(j) | Impairment of non-financial assets |
The Company reviews the carrying amounts of its non-financial assets, including property, plant and equipment and intangible assets when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. Assets carried at fair value, such as digital currencies, are excluded from impairment analysis. Cash generating units to which goodwill has been allocated are tested for impairment annually.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. With the exception of goodwill, where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized.
(k) | Leases and right-of-use assets |
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:
° | Leases of low value assets; and |
° | Leases with a duration of twelve months or less. |
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by the incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
° | Amounts expected to be payable under any residual value guarantee; |
° | The exercise price of any purchase option granted if it is reasonable certain to assess that option; |
° | Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. |
Right-of-use assets are initially measured at cost, which includes the initial amount of the lease liability, reduced for any lease incentives received, and increased for:
° | Lease payments made at or before commencement of the lease; |
° | Initial direct costs incurred; and |
° | The amount of any provision recognised where the Company is contractually required to dismantle, remove or restore the leased asset. |
- 8 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
2. | Significant accounting policies (continued) |
(k) | Leases and right-of-use assets (continued) |
Lease liabilities, on initial measurement, increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made.
Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if this is judged to be shorter than the lease term.
When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term or recorded in profit or loss if the right-of-use asset is reduced to zero.
(l) | Goodwill |
The Company measures goodwill as the fair value of the cost of the acquisition less the fair value of the identifiable net assets acquired, all measured as of the acquisition date. Goodwill is carried at cost less accumulated impairment losses.
(m) | Financial instruments |
Financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. The primary measurement categories for financial assets are measured at amortized cost, fair value through other comprehensive income (“FVTOCI”) and fair value through profit and loss (“FVTPL”).
Financial assets
Financial assets are classified as either financial assets at FVTPL, amortized cost, or FVTOCI. The Company determines the classification of its financial assets at initial recognition. The Company does not have any financial assets categorised as FVTOCI or FVTPL.
● | Amortized cost |
Financial assets are classified as measured at amortized cost if both of the following criteria are met: 1) the object of the Company’s business model for these financial assets is to collect their contractual cash flows; and 2) the asset’s contractual cash flows represent “solely payments of principal and interest”. After initial recognition, these are measured at amortized cost using the effective interest rate method. Discounting is omitted where the effect of discounting is immaterial. The Company’s cash, cash held in trust, amounts receivables and loan receivable are classified as financial assets and measured at amortized cost.
Revenues from these financial assets are recognized in financial revenues, if any.
Financial liabilities
Financial liabilities are subsequently measured at amortized cost using the effective interest rate method.
The Company’s accounts payable and accrued liabilities (excluding salaries payable), subscription liability and loans payable are classified as measured at amortized cost.
- 9 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
2. | Significant accounting policies (continued) |
(m) | Financial instruments (continued) |
Derecognition
The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred.
Expected Credit Loss Impairment Model
The Company uses the single expected credit loss impairment model, which is based on changes in credit quality since initial application.
The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full or when the financial asset is more than 90 days past due.
The carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.
Fair Value
Financial instruments recorded at fair value on the statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
● | Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities; |
● | Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices); and |
● | Level 3 – inputs for the assets or liability that are not based on observable market data (unobservable inputs). |
(n) | Share capital and equity |
Share capital represents the amount received on the issue of shares, less issuance costs, net of any underlying income tax benefit from these issuance costs. When warrants are issued in connection with shares, the Company uses the residual method for allocating fair value to the shares and then to warrants.
Contributed surplus include the value of warrants and stock options. When warrants and stock options are exercised, the related compensation cost and value are transferred to share capital.
Deficit include all current and prior year losses.
Digital currency revaluation reserve includes gains and losses from the revaluation of digital currencies, net of tax.
Cumulative translation reserve includes foreign currency translation differences arising from the translation of financial statements of foreign entities into United States dollars.
- 10 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
2. | Significant accounting policies (continued) |
(o) | Share-based compensation |
The granting of stock options to employees, officers, directors or consultants of the Company requires the recognition of share-based compensation expense with a corresponding increase in contributed surplus in shareholders’ equity. The fair value of stock options that vest immediately are recorded as share-based compensation expense at the date of the grant. The expense for stock options that vest over time is recorded over the vesting period using the graded method, which incorporates management’s estimate of the stock options that are not expected to vest. For stock options where vesting is subject to the completion of performance milestones, the estimate for completion of the milestone is reviewed at each reporting date for any change in the estimated vesting date, and to the extent there is a material change in the vesting date estimate, the amortization to be recognized is recalculated for the new timeline estimate and adjusted on a prospective basis in the current period. The effect of a change in the number of stock options expected to vest is a change in an estimate and the cumulative effect of the change is recognized in the period when the change occurs. On exercise of an stock option, the consideration received and the estimated fair value previously recorded in contributed surplus is recorded as an increase in share capital.
Stock options awarded to consultants are measured based on the fair value of the goods and services received unless that fair value cannot be estimated reliably. If the fair value of the goods and services cannot be reliably measured, then the fair value of the equity instruments granted is used to recognize the expense.
(p) | Loss per share |
The Company presents basic and diluted loss per share data for its subordinate voting shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of subordinate voting shares and proportionate voting shares outstanding during the period. Diluted loss per share is determined by adjusting the weighted average number of subordinate voting shares and proportionate voting shares outstanding to assume conversion of all dilutive potential subordinate voting shares. Diluted loss per share equals basic loss per share given the anti-dilutive options and warrants.
(q) | Provisions |
Provisions are recognized when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured.
The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period.
(r) | Income taxes |
Income tax on the profit or loss for the years presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.
Deferred tax is provided using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes and the initial recognition of assets or liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the financial position reporting date.
- 11 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
2. | Significant accounting policies (continued) |
(r) | Income taxes (continued) |
A deferred tax asset is recognized only to the extent that it is probable that the underlying tax loss or deductible temporary difference will be utilized against future taxable income. Deferred tax liabilities are always provided for in full.
Changes in deferred tax assets or deferred tax liabilities are recognized as revenues or expense in profit and loss, unless they relate to items that were recognized directly in equity, in which case the related deferred taxes are also recognized in equity.
(s) | Business combinations |
The Company applies the acquisition method in accounting for business combinations. The consideration transferred by the Company to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Company, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred. Assets acquired and liabilities assumed are measured at their acquisition-date fair values.
(t) | Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Company. |
At the date of authorization of these consolidated financial statements, several new, but not yet effective, standards and amendments to existing standards, and interpretations have been published by the IASB. None of these standards or amendments to existing standards have been adopted early by the Company. Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments and interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Company’s consolidated financial statements.
Critical accounting judgements, estimates and assumption
The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the year in which the estimate is revised and future years if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
- 12 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
2. | Significant accounting policies (continued) |
Critical accounting judgements, estimates and assumption (continued)
Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Significant judgements
(i) | Income from digital currency mining |
The Company recognizes income from digital currency mining from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. The coins are recorded on the statement of financial position, as digital currencies, at their fair value less costs to sell and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit or loss in accordance with the Company’s treatment of its digital currencies as a traded commodity.
There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining and strategic selling of digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of income from digital currency mining for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations, including the stage of completion being the completion and addition of a block to a blockchain and the reliability of the measurement of the digital currency received.
(ii) | Business combination |
Management uses judgement to determines whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.
The Company completed the RTO Transaction in February 2020 (note 3) and concluded that the entity acquired did qualify as a business combination under IFRS 3, “Business Combinations”, as significant processes were acquired. Accordingly, the RTO Transaction has been accounted for as a business combination.
(iii) | Going concern |
The assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements as discussed in note 1.
(iv) | Leases – incremental borrowing rate |
Judgment is applied when determining the incremental borrowing rate used to measure the lease liability of each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest rate the Company would pay to borrow at a similar term and with similar security.
(v) | Income, value added, withholding and other taxes |
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the year in which such determination is made.
- 13 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
2. | Significant accounting policies (continued) |
Critical accounting judgements, estimates and assumption (continued)
Significant estimates
(i) | Determination of asset and liability fair values and allocation of purchase consideration |
Significant business combinations require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date of assets acquired requires management to make certain judgements and estimates about future events, including but not limited to availability of hardware and expertise, future production opportunities, future digital currency prices and future operating costs.
(ii) | Useful lives of property, plant and equipment |
Depreciation of data miners and equipment are an estimate of its expected life. In order to determine the useful life of computing equipment, assumptions are required about a range of computing industry market and economic factors, including required hashrates, technological changes, availability of hardware and other inputs, and production costs.
(iii) | Digital currency valuation |
Digital currencies consist of cryptocurrency denominated assets (note 4) and are included in current assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position.
(iv) | Impairment of goodwill |
Goodwill is tested for impairment if there is an indicator of impairment and annually for all CGUs with goodwill. The Company considers both external and internal sources of information for indications that goodwill is impaired. External sources of information we consider include changes in the market and economic and legal environment in which the CGU operates that are not within its control and affect the recoverable amount of goodwill. Internal sources of information considered include the strategic plans for the Company including estimates of revenue and other indications of economic performance of the assets.
3. | Reverse takeover |
On February 14, 2020, there was a RTO Transaction between Old Digihost and HashChain. In connection with completion of the RTO Transaction, HashChain acquired all the issued and outstanding shares of Old Digihost in exchange for 29,820,000 subordinate voting shares of the Company. In substance, the transaction involves Old Digihost shareholders obtaining control of the Company; accordingly, the transaction is considered to be a reverse acquisition transaction under which Old Digihost is identified as the accounting acquirer.
At the time of the transaction, HashChain had operations in cryptocurrency mining and met the definition of a business, and the transaction was accordingly considered a business combination. The purpose of the RTO Transaction was to acquire the operations of HashChain and to obtain listing on a public exchange. The transaction costs associated with this RTO Transaction was $59,149.
As Old Digihost was deemed to be the acquirer for accounting purposes, these consolidated financial statements present the historical financial information to the date of the Transaction are those of Old Digihost presented as a continuation of Old Digihost.
- 14 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
3. | Reverse takeover (continued) |
Pursuant to the business combination transaction, the net assets acquired from the acquisition are to be recorded at their estimated fair values in accordance with IFRS 3. The allocation of the purchase consideration is as follows:
Consideration | ||||
Fair value of 6,530,560 subordinate voting shares of Hashchain (1) | $ | 2,957,458 | ||
Net assets acquired | ||||
Property, plant and equipment | $ | 2,244,509 | ||
Accounts payable and other payables | (576,957 | ) | ||
1,667,552 | ||||
Goodwill acquired (2) | 1,289,906 | |||
$ | 2,957,458 |
(1) | The common shares issued were valued based on the HashChain closing price of CAD$0.60 on the TSXV on February 14, 2020. |
(2) | The goodwill acquired from the RTO Transaction is primarily attributable to the synergies expected to arise from vertical integration of the cryptocurrency mining operations which is the only segment of the Company. |
4. | Digital currencies |
The Company’s holdings of digital currencies consist of the following:
As at
December 31, |
As at
December 31, |
|||||||
2020 | 2019 | |||||||
Bitcoin | $ | 4,508,042 | $ | - |
The continuity of digital currency was as follows:
Number of Bitcoin | Amount | |||||||
Balance, December 31, 2019 | - | $ | - | |||||
Bitcoin mined | 335 | 3,553,362 | ||||||
Bitcoin traded for cash(1) | (181 | ) | (1,792,071 | ) | ||||
Gain on sale of bitcoin(1) | - | 62,799 | ||||||
Revaluation adjustment | - | 2,683,952 | ||||||
Balance, December 31, 2020 | 154 | $ | 4,508,042 | |||||
Bitcoin - current(3) | 7 | $ | 204,911 | |||||
Bitcoin used as collateral(4) | 147 | $ | 4,303,131 |
(1) | During the year ended December 31, 2020, the Company exchanged its bitcoin for cash totaling $1,792,071 with a cost of $1,729,272, which resulted in a realized gain on sale of $62,799. |
(2) | Digital assets held are revalued each reporting period based on the fair market value of the price of bitcoin on the reporting date. As at December 31, 2020, the price of bitcoin was $29,273 resulting in a revaluation gain of $2,683,952 recorded to other comprehensive income net of tax of $701,451. |
(3) | Bitcoin that is held by the Company and available for use as at December 31, 2020. |
(4) | Bitcoin held by Enigma (128) and Blockfills (19) a collateral for the loans (note 12). |
- 15 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
5. | Amounts receivable and prepaid expenses |
As at | As at | |||||||
December 31, | December 31, | |||||||
2020 | 2019 | |||||||
Prepaid insurance | $ | 12,622 | $ | - | ||||
Amount receivable from HashChain Technology Inc. | - | 161,919 | ||||||
$ | 12,622 | $ | 161,919 |
6. | Loan receivable |
During the year ended December 31, 2020, Nyam, LLC, a company controlled by the Chief Executive Officer (“CEO”) received net loan proceeds of $113,917 (2019 - $2,431,655). In February 2020, $2,404,020 was settled through the purchase of data miners from Nyam, LLC. These amounts are non-interest bearing, unsecured and due on demand.
7. | Property, plant and equipment |
Data
miners |
Equipment |
Leasehold
improvement |
Total | |||||||||||||
Cost | ||||||||||||||||
Balance - December 31, 2019 | $ | - | $ | - | $ | - | $ | - | ||||||||
Additions | 3,558,280 | (1) | 2,760,000 | (2) | 1,040,000 | (2) | 7,358,280 | |||||||||
Acquired from RTO Transaction | 2,244,509 | - | - | 2,244,509 | ||||||||||||
Balance - December 31, 2020 | $ | 5,802,789 | $ | 2,760,000 | $ | 1,040,000 | $ | 9,602,789 | ||||||||
Accumulated depreciation | ||||||||||||||||
Balance - December 31, 2019 | $ | - | $ | - | $ | - | $ | - | ||||||||
Depreciation | 2,538,211 | 479,888 | 87,056 | 3,105,155 | ||||||||||||
Balance - December 31, 2020 | $ | 2,538,211 | $ | 479,888 | $ | 87,056 | $ | 3,105,155 | ||||||||
Net carrying value | ||||||||||||||||
As at December 31, 2019 | $ | - | $ | - | $ | - | $ | - | ||||||||
As at December 31, 2020 | $ | 3,264,578 | $ | 2,280,112 | $ | 952,944 | $ | 6,497,634 |
(1) | In February 2020, $2,404,020 was purchased from Nyam, LLC to Digihost. Nyam LLC, is a company controlled by the Chief Executive Officer of Digihost. |
(2) | Assets acquired as part of facility lease assignment prior of the closing of the RTO Transaction (see note 11). |
8. | Goodwill |
RTO transaction | $ | 1,289,906 | ||
Foreign currency translation | 52,375 | |||
Balance - December 31, 2020 | $ | 1,342,281 |
For the realization of its impairment test, management has used the approach of fair value less costs to sell. The fair value is derived from the market capitalization of the Company as December 31, 2020 and management determined that the fair value less cost of sales, was higher than the carrying value of the CGU. Following this analysis, management has determined that no impairment was necessary. For these tests, the Company allocates all of its goodwill to a single CGU, the Company as a whole, since this is the lowest level at which goodwill is monitored for internal purposes.
- 16 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
9. | Intangible asset |
Intangible asset relates to the right of use of an electric power facility.
As at December 31, | 2020 | 2019 | ||||||
Balance, beginning of year | $ | - | $ | - | ||||
Addition at cost | 1,680,000 | - | ||||||
Amortization | (107,500 | ) | - | |||||
Balance, end of year | $ | 1,572,500 | $ | - |
10. | Right-of-use assets |
As at December 31, | 2020 | 2019 | ||||||
Balance, beginning of year | $ | - | $ | - | ||||
Additions | 2,588,107 | - | ||||||
Depreciation | (174,387 | ) | - | |||||
Balance, end of year | $ | 2,413,720 | $ | - |
Rights-of-use assets are depreciated over a 13 year term. Refer to note 11 for further details.
11. | Lease liabilities |
On February 14, 2020, prior to the closing of the RTO Transaction, BIT Management, LLC, Nyam, LLC and BIT Mining International, LLC (collectively the “Sellers”, all companies controlled by the CEO of Digihost) sold to the Company leasehold improvements and equipment and transferred and assigned the lease of the 1001 East Delavan facility. As consideration, Digihost issued 164,000 common shares. These transactions resulted in increases in equipment of $2,760,000, leasehold improvements of $1,040,000, intangible assets of $1,680,000 and right of use assets and lease liabilities of $2,588,107 for a total of $5,480,000 recorded in share capital.
The leases have an initial term ending in March 2023 and have renewal options. The Company intends to renew the leases for an additional 10 years. The Company used a borrowing rate of 10%.
Nyam, LLC made security deposits of $37,917 on the lease. The lease is also guaranteed personally by the CEO.
The continuity of the lease liabilities are presented in the table below:
As at December 31, | 2020 | 2019 | ||||||
Balance, beginning of year | $ | - | $ | - | ||||
Additions | 2,588,107 | - | ||||||
Interest | 216,434 | - | ||||||
Lease payments | (258,381 | ) | - | |||||
Balance, end of year | $ | 2,546,160 | $ | - | ||||
Current portion | $ | 111,672 | $ | - | ||||
Non-current portion | 2,434,488 | - | ||||||
Total lease liabilities | $ | 2,546,160 | $ | - |
- 17 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
11. | Lease liabilities (continued) |
Maturity analysis - contractual undiscounted cash flows
As at December 31, 2020 |
||||
Less than one year | $ | 347,667 | ||
One to five years | 1,405,556 | |||
More than five years | 2,547,896 | |||
Total undiscounted lease obligations | $ | 4,301,119 |
12. | Loans payable |
The Company procured loans as follows:
As at December 31, | 2020 | 2019 | ||||||
Loans at interest rate of 8%, payable on demand. Secured by bitcoin equivalent to 120% of the value of the loan. When the market value of the collateral drops to less than 110% or exceeds 120% of the loan, bitcoins must be transferred to or from the lender to maintain the collateral amount. | $ | 1,182,333 | $ | - | ||||
Loans at interest rate of 6.5% and 9.5%, maturing in January 2021. Secured by bitcoin equivalent to 80% of the value of the loan. When the market value of the collateral drops to less than 80% or exceeds 120% of the loan, bitcoins must be transferred to or from the lender to maintain the collateral amount. | 385,750 | - | ||||||
Loan at interest rate of 17.5%, maturing on April 1, 2022. The loan is to be repaid in 24 monthly payment of $19,873, capital and interest. The loan is secured by bitcoin equivalent to 120% of the value of the loan. | 400,000 | - | ||||||
Loan at interest rate of 17.5%, maturing on April 1, 2022. The loan is to be repaid in 24 monthly payment of $28,568, capital and interest. The loan is secured by bitcoin equivalent to 120% of the value of the loan. | 575,000 | - | ||||||
Total loans | $ | 2,543,083 | $ | - | ||||
Current | $ | 2,010,172 | $ | - | ||||
Non-current | $ | 532,911 | $ | - |
As at December 31, |
2020 |
2019 |
||||||
Balance, beginning of the year | $ | - | $ | - | ||||
New loans | 2,543,083 | - | ||||||
Balance, end of the year | $ | 2,543,083 | $ | - |
The Company did not repay loans during the year.
- 18 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
13. | Share capital |
a) | Authorized share capital |
During the year ended December 31, 2020, the Company modified its authorized share capital as follows:
Unlimited subordinate voting shares without par value and conferring 1 vote per share.
Unlimited proportionate voting shares without par value, conferring 200 votes per share, convertible at the holder’s option into subordinate voting shares on a basis of 200 subordinate voting shares for 1 proportionate voting shares.
As part of the modification, all outstanding common shares were converted into subordinate voting shares. Prior to the RTO Transaction (note 3), the Company implemented a share consolidation on the basis of 1 new common share for every 40 outstanding common shares. All references to common shares in these consolidated financial statements have been adjusted to reflect the consolidation.
b) | Subordinate voting shares and proportionate voting shares issued |
(i) In 2019, the Company closed a non-brokered private placement, for aggregate gross proceeds of $4,064,431 (CAD$5,395,338) from the sale of 5,481,912 common share subscription receipts at a price of CAD$0.96, with each common share subscription receipt exchangeable for one common share of Digihost, and 110,575 unit subscription receipts at a price of CAD$1.20 per unit subscription receipt, with each unit subscription receipt exchangeable for one unit. Each unit consisted of one subordinate voting share and one subordinate voting share purchase warrant of Digihost. Each warrant entitles the holder thereof to acquire one subordinate voting share at a price of CAD$1.75 with expiry date August 14, 2021. The proceeds were received prior to December 31, 2020 and were recorded as subscription liability. In February 2020, prior to the closing of the RTO transaction, the subscription receipts were exchanged for 5,592,487 common shares of Digihost and then exchanged for 5,592,487 subordinate voting shares of the Company.
The grant date fair value of the 110,575 warrants was estimated as $20,000.
In addition, immediately prior to completion of the RTO Transaction, the Company exchanged 1,999,997 subordinate voting shares of Digihost owned by the CEO and director of Digihost for 10,000 proportionate voting shares.
(ii) | On February 14, 2020, the Company cancelled the 2 founder shares of Old Digihost. |
(iii) | On February 14, 2020, the Company issued 130,911 subordinate voting shares as settlement of payables of $59,149. |
(iv) | On December 7, 2020, the Company announced that it has received approval to undertake, at the Company’s discretion, a normal course issuer bid program to purchase up to 2,003,683 of its subordinate voting shares for cancellation (the “Bid”). The Company received acceptance from the TSXV to commence the Bid on December 10, 2020. The Bid will terminate on December 10, 2021, or on an earlier date in the event that the maximum number of subordinate voting shares sought in the Bid has been repurchased. The Company reserves the right to terminate the Bid at any time. |
- 19 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
14. | Warrants |
Number of Warrants |
Weighted Average
Exercise Price (CAD$) |
|||||||
Balance, December 31, 2018 and December 31, 2019 | - | - | ||||||
Issued (note 13(b)(i)) | 110,575 | 1.75 | ||||||
Balance, December 31, 2020 | 110,575 | 1.75 |
The following table reflects the warrants issued and outstanding as of December 31, 2020:
Number of | Weighted Average | |||||||||||
Warrants
Outstanding |
Exercise
Price (CAD$) |
Contractual
Life (years) |
Expiry Date | |||||||||
110,575 | 1.75 | 0.87 | August 14, 2021 |
15. | Stock options |
The Company has a stock option plan whereby the maximum number of shares subject to the plan, in the aggregate, shall not exceed 10% of the Company’s issued and outstanding shares. The exercise price shall be no less than the discount market price as determined in accordance with TSXV policies.
The following table reflects the continuity of stock options for the periods presented below:
Number of
Stock Options |
Weighted Average
Exercise Price (CAD$) |
|||||||
Balance, December 31, 2018 and December 31, 2019 | - | - | ||||||
Granted (i) | 1,875,000 | 0.96 | ||||||
Balance, December 31, 2020 | 1,875,000 | 0.96 |
(i) On February 14, 2020, the Company granted stock options to directors, officers and consultants of the Company to acquire an aggregate of 1,875,000 subordinate voting shares. The stock options may be exercised at a price of CAD$0.96 per share and expire on February 14, 2025. The stock options vest six months after grant date.
A value of CAD$0.88 per option was estimated for the 1,875,000 stock options on the date of grant with the following assumptions and inputs: share price of CAD$0.96; exercise price of CAD$0.96; expected dividend yield of 0%; expected volatility of 154% which is based on comparable companies; risk-free interest rate of 1.37%; and an expected average life of five years. An expense of $1,247,551 was recorded during the year.
The following table reflects the stock options issued and outstanding as of December 31, 2020:
Exercise |
Weighted Average
Remaining |
Number of |
Number of
Options |
Number of | ||||||||||||||||
Expiry Date | Price (CAD$) |
Contractual
Life (years) |
Options
Outstanding |
Vested
(exercisable) |
Options
Unvested |
|||||||||||||||
February 14, 2025 | 0.96 | 4.38 | 1,875,000 | 1,875,000 | - |
- 20 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
16. | Related party transactions |
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties include key management personnel and may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions are recorded at the exchange amount, being the amount agreed to between the related parties.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and members of the Board of Directors.
Remuneration of key management personnel of the Company was as follows:
Year Ended
December 31, |
||||||||
2020 | 2019 | |||||||
Professional fees (1) | $ | 40,491 | $ | - | ||||
Share based compensation(2) | 1,047,943 | - | ||||||
$ | 1,088,434 | $ | - |
(1) | In September 2019, Ms. Cindy Davis was appointed Chief Financial Officer of the Company. Ms. Davis is also a senior employee of Marrelli Support Services Inc. (“Marrelli Support”). Marrelli Support also provides accounting services to the Company. As at December 31, 2020, Marrelli Support was owed $9,784 (December 31, 2019 - $2,436). |
(2) | Represents the share based compensation for officer and directors. |
A Surety Bond of $341,000 issued to a supplier is guaranteed by Nyam, LLC, a company controlled by the CEO.
See notes 6, 7, 11 and 12 for additional related party transactions.
17. | Additional information on the nature of comprehensive loss components |
Year Ended
December 31, |
||||||||
2020 | 2019 | |||||||
Expenses for employee benefits | ||||||||
Operating and maintenance costs | $ | 182,628 | $ | - | ||||
Professional fees | 40,491 | - | ||||||
Share based compensation | 1,247,551 | - | ||||||
$ | 1,470,670 | $ | - | |||||
Net financial expenses | ||||||||
Interest in loans | $ | 41,992 | $ | - | ||||
Interest on lease liabilities | 216,435 | - | ||||||
$ | 258,427 | $ | - |
- 21 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
18. | Segmented reporting |
The Company has one operating segment being cryptocurrency mining located in the United States. The operations of the Company are located in two geographic locations, Canada and the United States. Geographic segmentation is as follows:
As at December 31, 2020 | Canada | United States | Total | |||||||||
Current assets | $ | - | $ | 4,693,466 | $ | 4,693,466 | ||||||
Non-current assets | 1,342,281 | 10,483,854 | 11,826,135 | |||||||||
Total assets | $ | 1,342,281 | $ | 15,177,320 | $ | 16,519,601 |
As at December 31, 2019 | Canada | United States | Total | |||||||||
Current assets | $ | - | $ | 3,897,511 | $ | 3,897,511 | ||||||
Non-current assets | - | - | - | |||||||||
Total assets | $ | - | $ | 3,897,511 | $ | 3,897,511 |
19. | Income taxes |
(a) | Provision for income taxes |
Year Ended
December 31, |
||||||||
2020 | 2019 | |||||||
Loss before income taxes | $ | (5,826,526 | ) | $ | (269,968 | ) | ||
Combined statutory income tax rate | 27.00 | % | 27.50 | % | ||||
Income tax benefit at the statutory tax rate | (1,573,162 | ) | (74,241 | ) | ||||
Non-deductible expenses | 119,543 | - | ||||||
Share based compensation | 336,839 | - | ||||||
Tax asset recognized | (71,801 | ) | - | |||||
Change in deferred tax rates | 18,682 | - | ||||||
Other | 1,497 | - | ||||||
Temporary difference unrecognized | 532,589 | 74,241 | ||||||
Deferred Income tax (recovery) provision | $ | (635,813 | ) | $ | - | |||
Composition of deferred income taxes in the income statement | ||||||||
Inception and reversal of temporary differences | $ | (1,168,402 | ) | $ | (74,241 | ) | ||
Temporary differences not recorded | 532,589 | 74,241 | ||||||
Deferred Income tax (recovery) provision | $ | (635,813 | ) | $ | - |
- 22 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
19. | Income taxes (continued) |
(b) | Deferred income tax |
Movement of deferred income tax in 2020
January 1, 2020 | Profit or loss |
Other Comprehensive Income |
December 31,
2020 |
|||||||||||||
Property, plant and equipment | $ | - | $ | (720,818 | ) | $ | - | $ | (720,818 | ) | ||||||
Digital currencies | - | - | (701,451 | ) | (701,451 | ) | ||||||||||
Non-capital losses | -1,356,631 | - | 1,356,631 | |||||||||||||
Total | $ | - | $ | 635,813 | $ | (701,451 | ) | $ | (65,638 | ) |
As at December 31, 2020, deductible timing differences for which the Company has not recognized deferred tax asset are as follows:
Federal | ||||
Property, plant and equipment | $ | 26,402,452 | ||
Share issue costs | 758,041 | |||
Capital losses carried forward | 123,757 | |||
Operating losses carried forward | 433,285 | |||
$ | 27,717,535 |
The ability to realize the tax benefits is dependent upon a number of factors, including the future profitability of operations. Deferred tax assets are recognized only to the extent that it is probable that sufficient taxable profits will be available to allow the asset to be recovered. Accordingly, some deferred tax assets have not been recognized, these deferred tax assets not recognized equal an amount of $7,483,735.
As at December 31, 2020, the Company has non-capital tax losses, which are available to reduce income taxes in future years and expire as follows:
Federal | ||||
2040 | $ | 433,285 |
As at December 31, 2019, deductible timing differences and losses for which the company has not recognized deferred tax asset are as follows:
USA | ||||
Operating losses carried forward | $ | 274,731 |
The ability to realize the tax benefits is dependent upon a number of factors, including the future profitability of operations. Deferred tax assets are recognized only to the extent that it is probable that sufficient taxable profits will be available to allow the asset to be recovered. Accordingly, some deferred tax assets have not been recognized, these deferred tax assets not recognized equal an amount of $75,551.
- 23 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
20. | Financial instruments and risk management |
Fair value
The Company is exposed to a variety of financial related risks. The fair value of the Company’s financial instruments, including cash, cash held in trust, amounts receivable, amount receivable from HashChain, loan receivable and accounts payable and accrued liabilities, subscription liability and loans payable approximates their carrying value due to their short-term nature. The fair value of long term loans payable approximate their carrying amounts based on actualized cash flows (Level 2). Digital currencies are measured at fair value using the quoted price on Cryptocompare. (Level 2)
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash, cash held in trust, receivable from HashChain and loan receivable. The cash is deposited in a bank accounts held with one major bank in the United States so there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies. The Company believes no impairment is necessary in respect of loan receivable and receivable from HashChain as balances are monitored on a regular basis with the result that exposure to bad debt is insignificant.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by maintaining cash balances to ensure that it is able to meet its short term and long-term obligations as and when they fall due. The Company manages cash projections and regularly updates projections for changes in business and fluctuations cause in digital currency prices and exchange rates.
The following table summarizes the expected maturity of the Corporation’s significant financial liabilities based on the remaining period from the balance sheet date to the contractual maturity date:
As at December 31, 2020 | Payments by period | |||||||||||||||||||||||
Less than | More than | Carrying | ||||||||||||||||||||||
1 year | 1-3 years | 4-5 years | 5 years | Total | Value | |||||||||||||||||||
Accounts payable and accrued liabilities | $ | 920,914 | $ | - | $ | - | $ | - | $ | 920,914 | $ | 920,914 | ||||||||||||
Loan payable | 2,146,231 | 570,933 | - | - | 2,717,164 | 2,543,083 | ||||||||||||||||||
$ | 3,067,145 | $ | 570,933 | $ | - | $ | - | $ | 3,638,078 | $ | 3,463,997 |
As at December 31, 2019 | Payments by period | |||||||||||||||||||||||
Less than | More than | Carrying | ||||||||||||||||||||||
1 year | 1-3 years | 4-5 years | 5 years | Total | Value | |||||||||||||||||||
Accounts payable and accrued liabilities | $ | 68,458 | $ | - | $ | - | $ | - | $ | 68,458 | $ | 68,458 | ||||||||||||
Subscription liability | 4,103,766 | - | - | - | 4,103,766 | 4,103,766 | ||||||||||||||||||
$ | 4,172,224 | $ | - | $ | - | $ | - | $ | 4,172,224 | $ | 4,172,224 |
- 24 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
20. | Financial instruments and risk management (continued) |
Foreign currency risk
Currency risk relates to the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations affect the costs that the Company incurs in its operations.
The Company’s functional and presentation currency is the US dollar. As the Company operates in an international environment, some of the Company’s financial instruments and transactions are denominated in currencies other than an entity’s functional currency. The fluctuation of the Canadian dollar in relation to the US dollar will consequently impact the profitability of the Company and may also affect the value of the Company’s assets and liabilities and the amount of shareholders’ equity. As as December 31, 2020, the foreign currency risk was considered minimal.
Digital currency risk
Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The profitability of the Company is directly related to the current and future market price of digital currencies; in addition, the Company may not be able liquidate its holdings of digital currencies at its desired price if required. A decline in the market prices for digital currencies could negatively impact the Company’s future operations. The Company has not hedged the conversion of any of its sales of digital assets.
Digital currencies have a limited history and the fair value historically has been very volatile. Historical performance of digital currencies is not indicative of their future price performance. The Company’s digital currencies currently solely consist of bitcoin.
At December 31, 2020, had the market price of the Company’s holdings of Bitcoin increased or decreased by 10% with all other variables held constant, the corresponding asset value increase or decrease respectively would amount to
$450,804.
21. | Capital management |
The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity comprised of issued share capital, reserves and loans payable. The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under the specific circumstances. The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the year ended December 31, 2019.
22. | Subsequent events |
(i) | On January 5, 2021, the Company granted to officers, directors, employees and consultants of the Company an aggregate of 1,575,491 incentive stock options to purchase subordinate voting shares under the Company’s incentive stock option plan. Each stock option is exercisable into a subordinate voting share of the Company at a price of $1.25 for a period of five years from the date of grant. The stock options will vest fully on the six-month anniversary of the date of grant and be subject to the terms and conditions of the Plan and the policies of the TSXV. |
(ii) | On January 5, 2021, the Company announced that it has entered into a debt settlement agreement with two of its third-party creditors (the “Creditors”) and pursuant to the debt settlement agreement issued an aggregate of 96,815 subordinate voting shares in consideration for the settlement of a total of $80,000 in accrued liabilities owing to the Creditors in respect of consulting fees (the “Debt Settlement”). |
- 25 -
Digihost Technology Inc. (formerly HashChain Technology Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in United States Dollars)
22. | Subsequent events (continued) |
(iii) | On January 8, 2021, the Company closed a non-brokered private placement for 349,876 subordinate voting shares for CAD$0.81 for gross proceeds of CAD$283,400. |
(iv) | On February 19, 2021, the Company announced the closing of a non-brokered private placement financing for aggregate gross proceeds of CAD$4,000,000 (the “Offering”). Pursuant to the Offering, the Company issued 4,938,271 subordinate voting shares of the Company. In connection with the Offering, the Company paid a commission of 148,148 Shares to third party advisors. |
(v) | On March 17, 2021, the Company announced the Company the closing of a private placement for gross proceeds of CAD$25 million. The private placement consisted of the sale of 9,363,296 subordinate voting shares (“Share”) of the Company and warrants to purchase 9,363,296 subordinate voting shares (“Warrants”). The Warrants have an exercise price of CAD$3.14 per Share and exercise period of three years from the issuance date. |
H.C. Wainwright & Co. acted as the exclusive placement agent and received (i) a cash commission equal to 8.0% of the gross proceeds of the Offering and (ii) 749,064 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder to purchase one subordinate voting share at an exercise price of CAD$3.3375 at any time for a period of three years from the issuance date.
(vi) | On March 26, 2021, the Company granted to directors, officers, employees and consultants of the Company an aggregate of 1,600,000 incentive stock options to purchase subordinate voting shares under the Company’s incentive stock option plan. Each stock option is exercisable into a subordinate voting share of the Company at a price of CAD$2.49 for a period of five years from the date of grant. The stock options will vest fully on the six-month anniversary of the date of grant and be subject to the terms and conditions of the Plan and the policies of the TSXV. |
(v) | On April 13, 2021, the Company announced the closing of a private placement for gross proceeds of CAD$25 million. The private placement consisted of the sale of 11,682,243 subordinate voting shares (“Share”) of the Company and warrants to purchase 11,682,243 subordinate voting shares (“Warrants”), at a purchase price of CAD$2.14 per Share and associated Warrant. The Warrants have an exercise price of CAD$2.37 per Share and exercise period of four years from the issuance date. |
H.C. Wainwright & Co. acted as the exclusive placement agent and received (i) a cash commission equal to 8.0% of the gross proceeds of the Offering and (ii) 934,579 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder to purchase one common share at an exercise price of CAD$2.675 at any time for a period of four years from the issuance date.
- 26 -
Exhibit 99.106
Note: [01 Mar 2017] – The following is a consolidation of 13-501F1. It incorporates amendments to this document that came into effect on March 1, 2017. This consolidation is provided for your convenience and should not be relied on as authoritative.
FORM 13-501F1
CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING ISSUERS – PARTICIPATION FEE
MANAGEMENT CERTIFICATION
I, Paul Ciullo , an officer of the reporting issuer noted below have examined this Form 13-501F1 (the Form) being submitted hereunder to the Alberta Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.
Name: | Paul Ciullo | Date: | |
Title: | Chief Financial Officer |
Reporting Issuer Name: | Digihost Technology Inc. | |
End date of previous financial year: | December 31, 2020 | |
Type of Reporting Issuer: | ☒ Class 1 reporting issuer | ☐ Class 3B reporting issuer |
Highest Trading Marketplace: | TSX Venture | |
Market value of listed or quoted equity securities: | ||
Equity Symbol | DGHI |
1st Specified Trading Period (dd/mm/yy) | 01/01/20 to 31/03/20 | ||
Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ 0.1850 | (i) |
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | 40,073,661 | (ii) | |
Market value of class or series | (i) x (ii) $ 7,413,627.2850 | (A) | |
2nd Specified Trading Period (dd/mm/yy) | 01/04/20 to 30/06/20 | ||
Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ 0.1600 | (iii) | |
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | 40,073,661 | (iv) | |
Market value of class or series | (iii) x (iv) $ 6,411,785.7600 | (B) | |
3rd Specified Trading Period (dd/mm/yy) | 01/07/20 to 30/09/20 | ||
Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ (v) 0.1100 | ||
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | 40,073,661 | (vi) | |
Market value of class or series | (v) x (vi) $ 4,408,102.7100 | (C) |
2
4th Specified Trading Period (dd/mm/yy) | 01/10/20 to 31/12/20 | ||
Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ 0.9900 | (vii) | |
Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | (viii)40,073,661 | ||
Market value of class or series | (vii) x (viii) $ | (D) | |
39,672,924.39 | |||
5th Specified Trading Period (dd/mm/yy) | _______________ to ____________ | ||
Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ | (ix) | |
Number of securities in the class or series of such | |||
security outstanding at the end of the last trading day of | |||
the specified trading period | (x) | ||
Market value of class or series | (ix) x (x) $ | (E) | |
Average Market Value of Class or Series (Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above)) | $ | (1) | |
14,476,610.0363 | |||
(Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year) |
3
4
Exhibit 99.107
DIGIHOST TECHNOLOGY INC.
(formerly HashChain Technology Inc.)
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2020
(EXPRESSED IN UNITED STATES DOLLARS)
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
Introduction
The following management’s discussion & analysis (“MD&A”) of the financial condition and results of the operations of Digihost Technology Inc. (the “Company” or “Digihost”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the year ended December 31, 2020. This MD&A was written to comply with the requirements of National Instrument 51- 102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited consolidated financial statements of the Company for the years ended December 31, 2020 and 2019, together with the notes thereto. Results are reported in United States dollars, unless otherwise noted. The Company’s consolidated financial statements and the financial information contained in this MD&A, unless otherwise indicated, are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee. Information contained herein is presented as of April 30, 2021, unless otherwise indicated.
For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the “Board”), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Conic’s common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.
Information about the Company and its operations can be obtained from the offices of the Company or on the System for Electronic Documents Analysis and Retrieval (“SEDAR”) and is available for review under the Company’s profile on the SEDAR website (www.sedar.com).
COVID-19
Since the beginning of 2020, the outbreak of the novel strain of coronavirus known as “COVID-19” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The Company’s employees, directors and consultants have fortunately not had any known cases of COVID-19. The duration and impact of the COVID-19 pandemic is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.
Page | 2
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
Description of Business
Digihost Technology Inc. (the “Digihost”) was incorporated in British Columbia, Canada, on February 18, 2017 as Chortle Capital Corp and subsequently changed its name to HashChain Technology Inc. on September 18, 2017, and again to Digihost Technology Inc. on February 14, 2020. Digihost and its subsidiary (together the “Company”) is a blockchain technology company with operations in cryptocurrency mining. The head office of the Company is located at 1001 East Delavan Avenue, Buffalo, New York, 14215.
On February 14, 2020, a reverse takeover transaction (the “RTO Transaction”) between Digihost International, Inc. (“Old Digihost”) and HashChain Technology Inc. (“HashChain”) was completed. On completion of the RTO Transaction, Old Digihost was determined to be the accounting acquirer and accordingly, the financial statements are a continuation of the Old Digihost. In connection with completion of the RTO Transaction, HashChain has changed its name to “Digihost Technology Inc.”. The Company carried on the business of HashChain as a Tier 2 technology issuer under the symbol “DGHI”. Digihost subordinate voting shares were listed for trading on the TSX Venture Exchange (“TSXV”) February 20, 2020.
After completion of the RTO transaction, the mining operations of HashChain and Old Digihost vertically integrated to facilitate a significant reduction in the cost of mining to allow the Company to better weather future volatility in cryptocurrency prices and increased mining competition.
Company Highlights
Reverse takeover
On February 14, 2020, there was a RTO Transaction between Old Digihost and HashChain. In connection with completion of the RTO Transaction, HashChain acquired all the issued and outstanding shares of Old Digihost in exchange for 29,820,000 subordinate voting shares of the Company. In substance, the transaction involves Old Digihost shareholders obtaining control of the Company; accordingly, the transaction is considered to be a reverse acquisition transaction under which Old Digihost is identified as the accounting acquirer.
At the time of the transaction, HashChain had operations in cryptocurrency mining and met the definition of a business, and the transaction was accordingly considered a business combination. The purpose of the RTO Transaction was to acquire the operations of HashChain and to obtain listing on a public exchange. The transaction costs associated with this RTO Transaction was $59,149.
As Old Digihost was deemed to be the acquirer for accounting purposes, these consolidated financial statements present the historical financial information to the date of the Transaction are those of Old Digihost presented as a continuation of Old Digihost.
Page | 3
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
Pursuant to the business combination transaction, the net assets acquired from the acquisition is to be recorded at their estimated fair values in accordance with IFRS 3. The allocation of the purchase consideration is as follows:
Consideration
Common shares issued pursuant to share exchange agreement (1) | $ | 2,957,458 | ||
Net assets acquired | ||||
Property, plant and equipment | 2,244,509 | |||
Accounts payable and other payable | (576,957 | ) | ||
Goodwill acquired (2) | 1,289,906 | |||
$ | 2,957,458 |
(1) The common shares issued were valued based on the HashChain closing price of CAD$0.60 on the TSXV on February 14, 2020.
(2) The goodwill acquired from the RTO Transaction is primarily attributable to the synergies expected to arise from vertical integration of the cryptocurrency mining operations.
Private placements
● | On February 14, 2020, immediately prior to completion of the RTO Transaction, the Company closed a non-brokered private placement, for aggregate gross proceeds of $4,064,431 (CAD$5,395,338) from the sale of 5,481,912 common share subscription receipts at a price of CAD$0.96, with each common share subscription receipt exchangeable for one common share of Digihost, and 110,575 unit subscription receipts at a price of CAD$1.20 per unit subscription receipt, with each unit subscription receipt exchangeable for one unit. Each unit consisted of one common share and one common share purchase warrant of Digihost. Each warrant entitles the holder thereof to acquire one common share at a price of CAD$1.75 with expiry date August 14, 2021. |
In addition, immediately prior to completion of the RTO Transaction, the Company exchanged 1,999,997 common shares of Digihost owned by the CEO and director of Digihost for 10,000 proportionate voting shares.
● | On January 8, 2021, the Company closed a non-brokered private placement for 349,876 common shares for CAD$0.81 for gross proceeds of CAD$283,400. |
● | On February 19, 2021, the Company announced the closing of a non-brokered private placement financing for aggregate gross proceeds of CAD$4,000,000 (the “Offering”). Pursuant to the Offering, the Company issued 4,938,271 subordinate voting shares of the Company. In connection with the Offering, the Company paid a commission of 148,148 shares to third party advisors. |
● | On March 17, 2021, the Company announced the Company the closing of a private placement for gross proceeds of CAD$25 million. The private placement consisted of the sale of 9,363,296 subordinate voting shares (“Share”) of the Company and warrants to purchase 9,363,296 subordinate voting shares (“Warrants”). The Warrants have an exercise price of CAD$3.14 per Share and exercise period of three years from the issuance date. |
Page | 4
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
H.C. Wainwright & Co. acted as the exclusive placement agent and received (i) a cash commission equal to 8.0% of the gross proceeds of the Offering and (ii) 749,064 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder to purchase one subordinate voting share at an exercise price of CAD$3.3375 at any time for a period of three years from the issuance date.
● | On April 13, 2021, the Company announced the closing of a private placement for gross proceeds of CAD$25 million. The private placement consisted of the sale of 11,682,243 common shares (“Share”) of the Company and warrants to purchase 11,682,243 common shares (“Warrants”), at a purchase price of CAD$2.14 per Share and associated Warrant. The Warrants have an exercise price of CAD$2.37 per Share and exercise period of four years from the issuance date. |
H.C. Wainwright & Co. acted as the exclusive placement agent and received (i) a cash commission equal to 8.0% of the gross proceeds of the Offering and (ii) 934,579 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder to purchase one common share at an exercise price of CAD$2.675 at any time for a period of four years from the issuance date.
Transfer of lease and acquisition of leasehold improvements
On February 14, 2020, prior to the closing of the RTO Transaction, BIT Management, LLC, Nyam, LLC and BIT Mining International, LLC (collectively the “Sellers”, all companies controlled by the CEO of Digihost) sold to the Company leasehold improvements and equipment and transferred and assigned the lease of the 1001 East Delavan facility. As consideration, Digihost issued 164,000 common shares. These transactions resulted in increases in equipment of $2,760,000, leasehold improvements of
$1,040,000, intangible assets of $1,680,000 and right of use assets and lease liabilities of $2,588,107 for a total of $5,480,000 recorded in share capital.
Pursuant to the RTO Transaction, holders of the Old Digihost shares received approximately 181.83 Digihost subordinate voting shares in exchange for each Old Digihost shares. Accordingly, the 164,000 Old Digihost shares were exchanged for 29,820,000 post RTO Digihost subordinate voting shares.
Constitution of Board
After the completion of the RTO Transaction, the Board was reconstituted to consist of a slate of nine (9) directors, with each of Michel Amar, Alec Amar, Jon Williams, Adam Rossman, Manish Kshatriya, Gerard Rotonda, Gerard Guez, Donald Christie and Geoffrey Browne, recommended for election.
Grant of stock options
● | On February 14, 2020, the Company granted stock options to directors, officers and consultants of the Company to acquire an aggregate of 1,875,000 common shares. The stock options may be exercised at a price of CAD$0.96 per share and expire on February 14, 2025. The stock options vest six months after grant date. |
● | On January 5, 2021, the Company granted stock options to directors, officers, employees and consultants of the Company to acquire an aggregate of 1,575,491 common shares. The stock options may be exercised at a price of CAD$1.25 per share and expire on January 5, 2026. The stock options vest six months after grant date. |
● | On March 26, 2021, the Company granted to directors, officers, employees and consultants of the Company an aggregate of 1,600,000 incentive stock options to purchase common shares under the Company’s incentive stock option plan. Each stock option is exercisable into a common share of the Company at a price of CAD$2.49 for a period of five years from the date of grant. The stock options will vest fully on the six-month anniversary of the date of grant and be subject to the terms and conditions of the Plan and the policies of the TSX Venture Exchange. |
Page | 5
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
Acquisition of Miners and power plant
● | On December 31, 2020, the Company upgraded its system through the acquisition of Antminer S19 Pro 110TH miners. The Company received loans totalling $975,000 to procure the miners. With the most efficient miners currently in the market, each unit utilizing a hash rate of 110TH and a power usage of 3300 watts (34W/TH), Digihost will be integrating and adding 15.4 PH to the Company’s hash rate in the near future. Digihost has acquired 76 PH in additional hash rate from newer and more efficient miners since the start of 2021. The Company plans to continue the acquisition of the highest performing miners, further increasing the efficiency of the Company’s operations. |
● | On March 24, 2021, the Company announced that the Company has signed a binding agreement (the “Agreement”) for the purchase of a 60 MW power plant (“Digifactory1”) located in the State of New York, bringing the Company’s total power capacity to approximately 102 MW. |
Under the terms of the Agreement, the Company will pay to the vendor cash consideration of US$3,500,000 and issue to the vendor 437,318 common shares of the Company with a deemed value of US$750,000 (US$1.72 per share).
The transaction is expected to close within ninety days subject to TSX Venture Exchange and all required regulatory approvals. The securities issuable in connection therewith will be subject to a statutory four month and a day hold period.
● | On March 29, 2021, the Company announced the acquisition of 700 Bitmain S17+ 76TH miners for a total purchase price of $4.025 million, that would increase the Company’s hashrate by 50PH, or approximately 20% in the second quarter of 2021. |
The total purchase price of $4,025,000 will be comprised of cash consideration of $2.975 million and issuance to the vendor of 533,781 common shares of the Company with a deemed value of $1,050,000 (CAD$1,329,114 (CAD$2.49 per share)). The securities issuable in connection therewith will be subject to a statutory four month and a day hold period, and will be subject to TSX Venture Exchange and all required regulatory approvals.
PPE Distribution
The Company has entered into a distribution agreement for FDA approved masks for sale to customers in North America. After review of current market conditions and demand, at this time it is not the Company’s intention to engage in manufacturing personal protective equipment (“PPE”). The Company will continue to import and distribute PPE as dictated by demand and as opportunities present themselves. To date, the Company has imported 100,000 units of PPE for distribution and revenue from the PPE business is immaterial to the Company.
Page | 6
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
Normal Course Issuer Bid
On December 7, 2020, the Company announced that it has received approval to undertake, at the Company’s discretion, a normal course issuer bid program to purchase up to 2,003,683 of its subordinate voting shares for cancellation (the “Bid”). The Company received acceptance from the TSXV to commence the Bid on December 10, 2020. The Bid will terminate on December 10, 2021, or on an earlier date in the event that the maximum number of common shares sought in the Bid has been repurchased. The Company reserves the right to terminate the Bid at any time.
Debt Settlement
On November 24, 2020, the Company announced that it has entered into a debt settlement agreement with two of its directors and pursuant to the debt settlement agreement will, subject to receipt of approval of the TSXV, issue an aggregate of 200,000 common shares in the capital of the Company, at a deemed price of $0.20 per common share, in consideration for the settlement of a total of $40,000 in accrued liabilities owing to the directors in respect of director fees. The debt settlement received final approval by the TSXV on January 27, 2021. All securities issued pursuant to the debt settlement are subject to a four month and one-day statutory hold period from the closing date.
On January 5, 2021, the Company announced that it has entered into a debt settlement agreement with two of its third-party creditors (the “Creditors”) and pursuant to the debt settlement agreement will, subject to receipt of approval of the TSXV, issue an aggregate of 96,815 common shares in the capital of the Company, at a deemed price of $1.05 per common share, in consideration for the settlement of a total of
$80,000 in accrued liabilities owing to the Creditors in respect of consulting fees (the “Debt Settlement”). All securities to be issued pursuant to the Debt Settlement will be subject to a four month and one-day statutory hold period from the closing date. The Debt Settlement is subject to all necessary regulatory approvals including from the TSXV.
Business Overview and Plan of Operations
Digihost is a growth oriented blockchain company. As the result of recent equipment acquisition the Company has significantly increased its hashrate from approximately 143 Petahash in December 2020 to 189 Petahash in February 2021. The Company has the potential to expand to a rate of 3EH upon completion of the 60 MW power plant. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under lease and an option to lease additional facility space totalling 240,000 square feet. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
The Company intends to source and utilize renewable natural gas for the operations of Digifactory1 and also engage in the practice of acquiring renewable energy certificates, all in line with the Company’s objective to mitigate its carbon footprint. Digifactory1 will have the capacity to operate an additional 18,000 top tier Bitcoin miners, which if added to the existing fleet of 11,500 miners already in operation, would combine for a total Bitcoin mining capacity of approximately 400 Bitcoins per month as of the most recent mining difficulty factor. Additionally, the expanded capacity would allow for a potential increase to the existing hashrate of 190 PH to up to 3 EH. This substantial increase in both Bitcoin mining output capacity and hashrate would be the direct result of potentially adding up to 18,000 latest generation Bitcoin miners, versus the current operating mix of 11,500 older and newer version Bitcoin miners.
The recent acquisition of the Bitmain S17+ miners that were delivered in early April 2021, combined with the current price of Bitcoin and the level of mining difficulty, the Company expects to increase the Company’s monthly mined BTC by approximately 9 BTC, which would translate to an additional $400,000 of operating profit per month. A portion of the new miners are already installed at the Company’s existing mining facility in Upstate New York with the remainder to be installed in Q2 2021.
Page | 7
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
The Company intends to aggressively pursue every new opportunity that aligns with its goal to expand operations through the strategic acquisition of Bitcoin miners and low-cost sources of clean energy.
During the first quarter of 2021, the Company mined a total of 105.26 BTC, broken down by month as follows:
January 2021 | 33.70 BTC |
February 2021 | 35.02 BTC |
March 2021 | 36.54 BTC |
At the end of April 2021, Digihost held 309 Bitcoin in its inventory from mining, which at the approximate Bitcoin price of $57,000 per Bitcoin values the Bitcoin at approximately $17,600,000.
Bitcoin has experienced a recent increase in price, which may be representative of the increased volatility of the global financial markets, as well as the Bitcoin halving event on May 11, 2020. A Bitcoin halving event is when the Bitcoin rewards for each block in the chain mined is cut in half, which also cuts in half the rate at which new Bitcoins enter circulation making Bitcoin scarcer. This event occurs every 4 years. After the first halving event, the Bitcoin block reward was 25, then 12.5, and on May 11, 2020 was halved again to 6.25 Bitcoins per block.
In the past, Bitcoin halvings have correlated with massive surges in Bitcoin’s price. The first halving in November of 2012 saw an increase in Bitcoin prices from approximately US$12 per Bitcoin to nearly US$1,150 per Bitcoin within a year of the halving. Since the halving in May 2020, the price of Bitcoin has increased from approximately $8,600 in May 2020 to approximately $53,000 at the end of April 2021.
Custodial services for digital currencies
As at December 31, 2021, Digihost did not self-custody its mined digital currencies. The Company held its mined digital currencies through arm’s-length intermediary companies that provided a hosted online wallet to hold these mined digital currencies. The Company currently custodies approximately 30% of its mined digital currencies with bitFlyer USA Inc. (“bitFlyer USA”) in San Francisco, CA. bitFlyer USA is a subsidiary of bitFlyer Inc., headquartered in Tokyo, Japan, which operates one of the largest Bitcoin exchanges by volume in the world. The Company uses the wallet services of bitFlyer USA, and bitFlyer USA is responsible for holding/safeguarding mined digital currencies. bitFlyer USA is not a Canadian financial institution or foreign equivalent. The Company is not aware of anything with regards to the custodian’s operations that would adversely affect the Company’s ability to obtain an unqualified audit opinion on its audited financial statements.
As at December 31, 2020, approximately 80% of the Company’s mined digital currencies were held with Enigma Securities Limited (“Enigma”). Enigma is an appointed representative of Makor Securities London Ltd., which is authorized and regulated by the Financial Conduct Authority (625054). Enigma is an agency cryptocurrency broker and does not function as a custodian. Enigma holds customers’ digital assets in its offline vaulted storage system (“Cold Storage”). Enigma uses multi-signature technology to provide both security against attacks and tolerance for losing access to a key or facility, eliminating single points of failure. Enigma also requires multiple signatories and verifications in order to transfer funds out of Cold Storage. The Company is not aware of anything with regards to Blockfill’s operations that would adversely affect the Company’s ability to obtain an unqualified audit opinion on its audited financial statements.
Page | 8
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
In April 2021, the Company transferred all of its coin previously held by Enigma into cold storage wallets.
At year-end, the Company also had a total of 19 BTC held through Blockfills, a financial company that acts as a market maker and aggregator of crypto currency prices. Blockfills safely and securely custodies deposited crypto assets through industry leading third-party hot wallet or cold storage providers. Blockfills is not a Canadian financial institution or foreign equivalent. The Company is not aware of anything with regards to Blockfill’s operations that would adversely affect the Company’s ability to obtain an unqualified audit opinion on its audited financial statements.
In April 2021, the Company transferred all of its coin previously held by Blockfills into a cold storage wallet. In total, as of April 30, 2021, Digihost has approximately 195 coins held in a number of cold storage wallets.
During April 2021, the Company was approved for an account with Gemini Trust Company, LLC (Gemini). Gemini is a digital currency exchange and custodian that allows customers to buy, sell, and store its digital assets. As of April 30, 2021, the Company has holdings of approximately 24 coins in its Gemini account.
The Company performs credit due diligence in the normal course of business when beginning a relationship with counterparties, as well as during on-going business activities. The Company has not been able to insure its mined digital currency. Given the novelty of digital currency mining and associated businesses, insurance of this nature is generally not available, or uneconomical for the Company to obtain which leads to the risk of inadequate insurance cover.
Selected Annual Financial Information
Year
ended December 31,
|
Year
ended December 31,
|
From incorporation (October 9, 2018) to
December 31,
|
||||||||||
Revenue | nil | nil | nil | |||||||||
Net loss | (5,190,713 | ) | (269,968 | ) | (4,765 | ) | ||||||
Net loss per share – basic and diluted | (0.15 | ) | (741.67 | ) | (13.09 | ) |
As
at
|
As
at
|
As
at
|
||||||||||
Total assets | 16,519,601 | 3,897,511 | 20 | |||||||||
Total long-term liabilities | 3,033,037 | nil | nil |
Page | 9
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
Selected Quarterly Information
A summary of selected information for each of the eight most recent quarters prepared in accordance with IFRS is as follows:
Net Income or (Loss) | ||||||||||||||||
Three Months Ended |
Revenues
($) |
Total
($) |
Per Share -
Basic
|
Per Share -
Diluted
|
||||||||||||
2020-December 31 | 1,187,362 | (1,472,103 | ) | (0.15 | ) | (0.15 | ) | |||||||||
2020-September 30 | 437,813 | (1,659,259 | ) | (0.04 | ) | (0.04 | ) | |||||||||
2020-June 30 | 1,089,877 | (1,293,527 | ) | (0.03 | ) | (0.03 | ) | |||||||||
2020-March 31 | 838,310 | (765,824 | ) | (0.04 | ) | (0.04 | ) | |||||||||
2019-December 31 | - | (80,692 | ) | (40,346 | ) | (40,346 | ) | |||||||||
2019-September 30 | - | (65,884 | ) | (32,942 | ) | (32,942 | ) | |||||||||
2019-June 30 | - | (120,399 | ) | (61,696 | ) | (61,696 | ) | |||||||||
2019-March 31 | - | (2,993 | ) | (1,496 | ) | (1,496 | ) |
Results of Operations
For the three months ended December 31, 2020 compare to the three months ended December 31, 2019
For the three months ended December 31, 2020, the Company’s net loss was $1,472,103 compared to net loss of $80,692 for the three months ended December 31, 2019. The increase in net loss of
$1,391,411 is a result of the following:
● | During the three months ended December 31, 2020, the Company incurred an operating loss of $984,955 from its acquired cryptocurrency mining operations. |
● | During the three months ended December 31, 2020, deferred tax recovery totaled $635,813. Deferred tax recovery resulted from the temporary tax differences. |
● | During the three months ended December 31, 2020, the Company recorded a gain on the sale of digital currency of $37,562. This resulted from the sale of 29 Bitcoin during the three months ended December 31, 2020. |
For the year ended December 31, 2020 compare to the year ended December 31, 2019
For the year ended December 31, 2020, the Company’s net loss was $5,190,713 compared to net loss of $269,968 for the year ended December 31, 2019. The increase in net loss of $4,920,745 is a result of the following:
● | During the year ended December 31, 2020, the Company incurred operating loss of $3,996,688 from its acquired cryptocurrency mining operations. |
Page | 10
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
● | During the year ended December 31, 2020, the Company recorded a gain on the sale of digital currency of $62,799. This resulted from the sale of 181 Bitcoin during the year ended December 31, 2020. |
● | During the year ended December 31, 2020, deferred tax recovery totaled $635,813. Deferred tax recovery resulted from the temporary tax differences. |
● | During the year ended December 31, 2020, the Company received $109,900 of insurance proceeds related to a claim made for a damaged transformer. |
● | During the year ended December 31, 2020, the Company recorded share-based compensation of $1,247,551. This represents the expense associated with the year ended December 31, 2020 for the 1,875,000 stock options granted during the year. |
Liquidity and Financial Position
As of December 31, 2020, the Company had working capital of $1,537,537, which includes cash of $31,250 and digital currencies of $4,508,042. The Company commenced earning revenue from digital currency mining in mid-February 2020, however it has limited history and no assurance that historical performance will be indicative of future performance.
The Company’s ability to continue as a going concern is dependent on the Company’s ability to efficiently mine and liquidate digital currencies, manage operational expenses and raise additional funds through debt or equity financing.
There is no assurance that the Company will be able to access equity funding at the times and in the amounts required to meet the Company’s obligations and fund activities. The outlook for the world economy remains uncertain and vulnerable to various events that could adversely affect the Company’s ability to raise additional funding going forward.
Cash flows
Operating Activities
Cash used in operating activities was $2,249,857 for the year ended December 31, 2020 and resulted from operating expenses during the normal course of business, an increase in accounts payable and accrued liabilities and increases in amounts receivable and prepaid assets.
Investing Activities
Cash used in investing activities for the year ended December 31, 2020 was $1,268,177 for the purchase of property, plant and equipment offset by the funds from loan receivable.
Financing Activities
Cash provided by financing activities for the year ended December 31, 2020 was $2,245,347. The Company made lease payments of $258,381, returned subscription receipts of $39,355 and received net funds from loans of $2,543,083.
Page | 11
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
Loan Receivable and Related Party Transactions
Loan receivable from related party
During the year ended December 31, 2020, Nyam, LLC, a company controlled by the Chief Executive Officer (“CEO”) received net loan proceeds of $113,917 (2019 - $2,431,655). In February 2020, $2,404,020 was settled through the purchase of data miners from Nyam, LLC. These amounts are non- interest bearing, unsecured and due on demand.
Related Party Transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties include key management personnel and may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions are recorded at the exchange amount, being the amount agreed to between the related parties.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and members of the Board of Directors.
Remuneration of key management personnel of the Company was as follows:
Year
Ended December 31,
2020 |
Year
Ended December 31,
2019 |
|||||||
Professional fees (1) | $ | 40,491 | $ | nil | ||||
Share based compensation (2) | 1,047,943 | nil | ||||||
Total | $ | 1,088,434 | $ | nil |
(1) In September 2019, Ms. Cindy Davis was appointed Chief Financial Officer of the Company. Ms. Davis is also a senior employee of Marrelli Support Services Inc. (“Marrelli Support”). Marrelli Support also provides accounting services to the Company. As at December 31, 2020, Marrelli Support was owed $9,784 (December 31, 2019 - $2,436).
(2) Represents the share based compensation for officer and directors.
A Surety Bond of $341,000 issued to a supplier is guaranteed by Nyam, LLC, a company controlled by the CEO.
Share Capital
As of the date of this MD&A, the Company has 66,755,495 common shares outstanding.
As of the date of this MD&A, the Company 5,275,491 stock options and 22,839,757 warrants.
Off-Balance Sheet Arrangements
As at the date of this MD&A, the Company did not have any off-balance sheet arrangements.
Page | 12
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
Adoption of new accounting policies
(a) | Basis of consolidation |
These consolidated financial statements include the accounts of Digihost and its wholly owned subsidiary: Digihost International, Inc. Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continues to be consolidated until the date that such control ceases. Control is achieved when an investor has power over an investee to direct its activities, exposure to variable returns from an investee, and the ability to use the power to affect the investor’s returns. All inter-company transactions and balances have been eliminated upon consolidation.
(b) | Functional and presentation currency |
These financial statements are presented in United States Dollars. The functional currency of Digihost is the Canadian dollar and the functional currency of Digihost International, Inc. is the United States Dollars. All financial information is expressed in United States Dollars, unless otherwise stated.
(c) | Foreign currency translation |
Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars at exchange rates in effect at the reporting date. Non-monetary assets and liabilities are translated at historical exchange rates at the respective transaction dates. Revenue and expenses are translated at the rate of exchange at each transaction date. Gains or losses on translation are included in foreign exchange expense.
The results and financial position of an entity whose functional currency are translated into a different presentation currency are treated as follows:
● | assets and liabilities are translated at the closing rate at the reporting date; | |
● | income and expenses for each income statement are translated at average exchange rates at the dates of the period; and | |
● | all resulting exchange differences are recognized in other comprehensive income as cumulative translation adjustments. |
(d) | Revenue recognition |
The Company recognizes revenue from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific cryptocurrency mining pool in which it participates. Revenue is measured based on the fair value of the digital currencies received. The fair value is determined using the spot price of the digital currencies on the date of receipt. Digital currencies are considered earned on the completion and addition of a block to the blockchain, at which time the economic benefit is received and can be reliably measured.
(e) | Digital currencies |
Digital currencies consist of Bitcoin. Digital currencies meet the definition of intangible assets in IAS 38 Intangible Assets as they are identifiable non-monetary assets without physical substance. They are initially recorded at cost and the revaluation method is used to measure the digital currencies subsequently. Where digital assets are recognized as revenue, the fair value of the bitcoin received is considered to be the cost of the digital assets. Under the revaluation method, increases in fair value are recorded in other comprehensive income, while decreases are recorded in profit or loss. The Company revalues its digital currencies at the end of each quarter. There is no recycling of gains from other comprehensive income to profit or loss. However, to the extent that an increase in fair value reverses a previous decrease in fair value that has been recorded in profit or loss, that increase is recorded in profit or loss. Decreases in fair value that reverse gains previously recorded in other comprehensive income are recorded in other comprehensive income. Gains and losses on digital currencies sold between revaluation dates are included in profit or loss.
Page | 13
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
Digital currencies are measured at fair value using the quoted price on Cryptocompare. Cryptocompare is a pricing aggregator, as the principal market or most advantageous market is not always known. The Company believes any price difference amongst the principal market and an aggregated price to be immaterial. Management considers this fair value to be a Level 2 input under IFRS 13 Fair Value Measurement fair value hierarchy as the price on this source represents an average of quoted prices on multiple digital currency exchanges.
(f) | Property, plant and equipment |
Details as to the Company’s policies for property, plant and equipment are as follows:
Asset |
Measurement Basis |
Amortization Method |
Amortization Rate |
|||
Data miners | Cost | Straight-line | 12 - 36 months | |||
Equipment | Cost | Straight-line | 36 - 120 months | |||
Leasehold improvement | Cost | Straight-line | 120 months |
Property, plant and equipment are recorded at cost less accumulated depreciation. Cost includes all expenditures incurred to bring assets to the location and condition necessary for them to be operated in the manner intended by management.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any replaced parts is derecognized. All other repairs and maintenance are charged to profit or loss during the fiscal period in which they are incurred.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.
(g) | Intangible assets |
Intangible assets are accounted for using the cost model whereby capitalized costs are amortized on a straight-line basis over their estimated useful lives. Residual values and useful lives are reviewed at each reporting date. The right of use of an electric power facility is depreciated over 13 years.
When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the proceeds and the carrying amount of the asset, and is recognized in profit or loss Amortization of intangible assets has been included in depreciation and amortization in the consolidated statement of comprehensive loss.
Page | 14
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
(h) | Impairment of non-financial assets |
The Company reviews the carrying amounts of its non-financial assets, including property, plant and equipment and intangible assets, when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. Assets carried at fair value, such as digital currencies, are excluded from impairment analysis.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized.
(i) | Leases and right-of-use assets |
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:
● | Leases of low value assets; and | |
● | Leases with a duration of twelve months or less. |
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by the incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
● | Amounts expected to be payable under any residual value guarantee; | |
● | The exercise price of any purchase option granted if it is reasonable certain to assess that option; | |
● | Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. |
Right-of-use assets are initially measured at cost, which includes the initial amount of the lease liability, reduced for any lease incentives received, and increased for:
● | Lease payments made at or before commencement of the lease; | |
● | Initial direct costs incurred; and | |
● | The amount of any provision recognised where the Company is contractually required to dismantle, remove or restore the leased asset. |
Lease liabilities, on initial measurement, increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made.
Page | 15
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if this is judged to be shorter than the lease term.
When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term or recorded in profit or loss if the right-of-use asset is reduced to zero.
(j) | Goodwill |
The Company measures goodwill as the fair value of the cost of the acquisition less the fair value of the identifiable net assets acquired, all measured as of the acquisition date. Goodwill is carried at cost less accumulated impairment losses.
(k) | Share capital and equity |
Share capital represents the amount received on the issue of shares, less issuance costs, net of any underlying income tax benefit from these issuance costs. When warrants are issued in connection with shares, the Company uses the residual method for allocating fair value to the shares and then to warrants.
Contributed surplus include the value of warrants and stock options. When warrants and stock options are exercised, the related compensation cost and value are transferred to share capital.
Deficit include all current and prior year losses.
Digital currency revaluation reserve includes gains and losses from the revaluation of digital currencies, net of tax.
Cumulative translation reserve includes foreign currency translation differences arising from the translation of financial statements of foreign entities into United States dollars.
(l) | Share-based compensation |
The granting of stock options to employees, officers, directors or consultants of the Company requires the recognition of share-based compensation expense with a corresponding increase in contributed surplus in shareholders’ equity. The fair value of stock options that vest immediately are recorded as share-based compensation expense at the date of the grant. The expense for stock options that vest over time is recorded over the vesting period using the graded method, which incorporates management’s estimate of the stock options that are not expected to vest. For stock options where vesting is subject to the completion of performance milestones, the estimate for completion of the milestone is reviewed at each reporting date for any change in the estimated vesting date, and to the extent there is a material change in the vesting date estimate, the amortization to be recognized is recalculated for the new timeline estimate and adjusted on a prospective basis in the current period. The effect of a change in the number of stock options expected to vest is a change in an estimate and the cumulative effect of the change is recognized in the period when the change occurs. On exercise of an stock option, the consideration received and the estimated fair value previously recorded in contributed surplus is recorded as an increase in share capital.
Page | 16
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
Stock options awarded to consultants are measured based on the fair value of the goods and services received unless that fair value cannot be estimated reliably. If the fair value of the goods and services cannot be reliably measured, then the fair value of the equity instruments granted is used to recognize the expense.
Critical accounting judgements, estimates and assumption
The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Significant judgements
(i) | Income from digital currency mining |
The Company recognizes income from digital currency mining from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. The coins are recorded on the statement of financial position, as digital currencies, at their fair value less costs to sell and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit or loss in accordance with the Company’s treatment of its digital currencies as a traded commodity.
There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining and strategic selling of digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of income from digital currency mining for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations, including the stage of completion being the completion and addition of a block to a blockchain and the reliability of the measurement of the digital currency received.
(ii) | Business combination |
Management uses judgement to determines whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.
The Company completed the RTO Transaction in February 2020 (note 3) and concluded that the entity acquired did qualify as a business combination under IFRS 3, “Business Combinations”, as significant processes were acquired. Accordingly, the RTO Transaction has been accounted for as a business combination.
Page | 17
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
(iii) | Going concern |
The assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements as discussed in note 1.
(iv) | Leases – incremental borrowing rate |
Judgment is applied when determining the incremental borrowing rate used to measure the lease liability of each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest rate the Company would pay to borrow at a similar term and with similar security.
(v) | Income, value added, withholding and other taxes |
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
Significant estimates
(i) | Determination of asset and liability fair values and allocation of purchase consideration |
Significant business combinations require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date of assets acquired requires management to make certain judgements and estimates about future events, including but not limited to availability of hardware and expertise, future production opportunities, future digital currency prices and future operating costs.
(ii) | Useful lives of property, plant and equipment |
Depreciation of data miners and equipment are an estimate of its expected life. In order to determine the useful life of computing equipment, assumptions are required about a range of computing industry market and economic factors, including required hashrates, technological changes, availability of hardware and other inputs, and production costs.
(iii) | Digital currency valuation |
Digital currencies consist of cryptocurrency denominated assets (note 4) and are included in current assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position.
Page | 18
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
(iv) | Impairment of goodwill |
Goodwill is tested for impairment if there is an indicator of impairment and annually for all CGUs with goodwill. The Company considers both external and internal sources of information for indications that goodwill is impaired. External sources of information we consider include changes in the market and economic and legal environment in which the CGU operates that are not within its control and affect the recoverable amount of goodwill. Internal sources of information considered include the strategic plans for the Company including estimates of revenue and other indications of economic performance of the assets.
Disclosure of Internal Controls
Management has established processes to provide it with sufficient knowledge to support representations that it has exercised reasonable diligence to ensure that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the financial statements, and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the periods presented.
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. In particular, the certifying officers filing such certificate are not making any representations relating to the establishment and maintenance of:
(i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
(ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with the issuer’s GAAP (IFRS). |
The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Page | 19
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
Risk Factors
Overview
The Company faces a number of risks that are related to both the general cryptocurrency business as well as the Company’s business model. The risks and uncertainties described below are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties of which the Company is not aware or that the Company currently believes to be immaterial may also adversely affect the Company’s business, financial condition, results of operations or prospects. If any of the possible events described below occur, the Company’s business, financial condition, results of operations or prospects could be materially and adversely affected.
Risks Related to the Company’s Business
Bitcoin Halving Event Risk
In May 2020, the Bitcoin (“BTC”) block reward decreased from 12.5 to 6.25 BTC per block (the “Bitcoin Halving”), and consequently the number of new BTC issued to miners would be reduced to approximately 900 per day.
The Bitcoin Halving may have a material impact on the Company’s profitability. Given that profitability is required for self-acting agents to perform BTC mining to continue to support the validation of transactions, the expected impact of the Bitcoin Halving is that market variables of BTC price and difficulty will adjust over time to ensure that the profitability of BTC mining remains profitable. The period of market normalization after the Bitcoin Halving to incentivizing profitability levels is unknown. As a result, if BTC price and difficulty do not adjust over time to pre-Bitcoin Halving profitability levels or the period of market normalization after the Bitcoin Halving to pre-Bitcoin Halving profitability levels is too long, there is a risk that the Bitcoin Halving will render the Company unprofitable for a sustained time period such that it could be unable to continue as a going concern.
COVID-19 Pandemic Risk
In March 2020, the World Health Organization declared COVID-19 a pandemic. The global response to the pandemic is constantly evolving, including various measures implemented at the global, national, state, provincial and local levels. The major impacts that COVID-19 is expected to have on the Company include potential increases in cryptocurrency price volatility, difficulty obtaining new financing due to global economic slowdown, and delays in receiving future orders of mining hardware and parts sourced from overseas. While the Company is expected to continue operating throughout the pandemic, government-imposed restrictions encouraging social distancing may impact the number of employees permitted to work in the mining facilities. A reduction in workforce in the mining facilities may reduce the Company’s ability to maximize operational efficiency.
The Company’s cryptocurrency inventory may be exposed to cybersecurity threats and hacks
As with any other computer code, flaws in the cryptocurrency codes have been exposed by certain malicious actors. Several errors and defects have been found and corrected, including those that disabled some functionality for users and exposed users’ information. Discovery of flaws in or exploitations of the source code that allow malicious actors to take or create money have been relatively rare.
The computer network operated by the Company may further be vulnerable to intrusions by hackers who could interfere with and introduce defects to the mining operation. Private keys which enable holders to transfer funds may also be lost or stolen, resulting in irreversible losses of cryptocurrencies.
Page | 20
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
Regulatory changes or actions may alter the nature of an investment in the Company or restrict the use of cryptocurrencies in a manner that adversely affects the Company’s operations
As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of the Company to continue to operate. The effect of any future regulatory change on the Company or any cryptocurrency that the Company may mine is impossible to predict, but such change could be substantial and have a material adverse effect on the Company. Governments may in the future curtail or outlaw the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency companies to additional regulation. Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire, own, hold, sell, use or trade cryptocurrencies or to exchange cryptocurrencies for fiat currency. By extension, similar actions by other governments, may result in the restriction of the acquisition, ownership, holding, selling, use or trading in the Company Subordinate Voting Shares. Such a restriction could result in the Company liquidating its cryptocurrency inventory at unfavorable prices and may adversely affect the Company’s shareholders.
The value of cryptocurrencies may be subject to momentum pricing risk
Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Cryptocurrency market prices are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of cryptocurrencies, inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of the Company’s cryptocurrency inventory and thereby affect the Company’s shareholders.
Cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure
To the extent that cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, this could result in a reduction in cryptocurrency prices. Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, derivatives and other currencies. For example, during the past three years, a number of BTC exchanges have been closed due to fraud, business failure or security breaches. In many of these instances, the customers of the closed BTC exchanges were not compensated or made whole for the partial or complete losses of their account balances in such BTC exchanges. While smaller exchanges are less likely to have the infrastructure and capitalization that provide larger exchanges with additional stability, larger exchanges may be more likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information or gain access to private computer systems) and may be more likely to be targets of regulatory enforcement action.
Banks may not provide banking services, or may cut off banking services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment
A number of companies that provide BTC and/or other cryptocurrency-related services have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, a number of such companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to BTC and/or other cryptocurrency-related companies or companies that accept cryptocurrencies for a number of reasons, such as perceived compliance risks or costs. The difficulty that many businesses that provide BTC and/or other cryptocurrency-related services have and may continue to have in finding banks willing to provide them with bank accounts and other banking services may be currently decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies or could decrease its usefulness and harm its public perception in the future. Similarly, the usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks were to close the accounts of many or of a few key businesses providing BTC and/or other cryptocurrency-related services. This could decrease the market prices of cryptocurrencies and adversely affect the value of the Company’s cryptocurrency inventory.
Page | 21
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
The impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain
Crises may motivate large-scale purchases of cryptocurrencies which could increase the price of cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior wanes, adversely affecting the value of the Company’s cryptocurrency inventory.
As an alternative to fiat currencies that are backed by central governments, cryptocurrencies, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralised means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of BTCs either globally or locally. Large-scale sales of cryptocurrencies would result in a reduction in their market prices and adversely affect the Company’s operations and profitability.
The further development and acceptance of the cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate
The use of cryptocurrencies to, among other things, buy and sell goods and services and complete other transactions, is part of a new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing, or stopping of the development or acceptance of developing protocols may adversely affect the Company’s operations. The factors affecting the further development of the industry, include, but are not limited to:
● | Continued worldwide growth in the adoption and use of cryptocurrencies; | |
● | Governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems; | |
● | Changes in consumer demographics and public tastes and preferences; | |
● | The maintenance and development of the open-source software protocol of the network; | |
● | The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; | |
● | General economic conditions and the regulatory environment relating to digital assets; and | |
● | Negative consumer sentiment and perception of BTCs specifically and cryptocurrencies generally. |
Acceptance and/or widespread use of cryptocurrency is uncertain
Currently, there is relatively small use of BTCs and/or other cryptocurrencies in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect the Company’s operations, investment strategies, and profitability.
Page | 22
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
As relatively new products and technologies, BTC and its other cryptocurrency counterparts have not been widely adopted as a means of payment for goods and services by major retail and commercial outlets. Conversely, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short-term or long-term holding of cryptocurrencies.
The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services. A lack of expansion by cryptocurrencies into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in their market prices, either of which could adversely impact the Company’s operations, investment strategies, and profitability.
The Company may be required to sell its coins to pay for expenses
The Company may sell its coins to pay for expenses incurred, irrespective of then-current coin prices. Consequently, the Company’s coins may be sold at a time when the price is low, resulting in a negative effect on the Company’s profitability.
The Company’s operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in cryptocurrencies
The Company competes with other users and/or companies that are mining cryptocurrencies and other potential financial vehicles, possibly including securities backed by or linked to cryptocurrencies through entities similar to the Company. Market and financial conditions, and other conditions beyond the Company’s control, may make it more attractive to invest in other financial vehicles, or to invest in cryptocurrencies directly which could limit the market for the Company’s shares and reduce their liquidity.
The Company’s coins may be subject to loss, theft or restriction on access
There is a risk that some or all of the Company’s coins could be lost or stolen. Access to the Company’s coins could also be restricted by cybercrime (such as a denial of service attack) against a service at which the Company maintains a hosted online wallet. Any of these events may adversely affect the operations of the Company and, consequently, its investments and profitability.
The loss or destruction of a private key required to access the Company’s digital wallets may be irreversible. The Company’s loss of access to its private keys or its experience of a data loss relating to the Company’s digital wallets could adversely affect its investments.
Cryptocurrencies are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the network’s public Blockchain. The Company will publish the public key relating to digital wallets in use when it verifies the receipt of cryptocurrency transfers and disseminates such information into the network, but it will need to safeguard the private keys relating to such digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, the Company will be unable to access its coins and such private keys will not be capable of being restored by network. Any loss of private keys relating to digital wallets used to store the Company’s cryptocurrency could adversely affect its investments and profitability.
Incorrect or fraudulent coin transactions may be irreversible
Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred coins may be irretrievable. As a result, any incorrectly executed or fraudulent coin transactions could adversely affect the Company’s investments.
Page | 23
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
Coin transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction. In theory, cryptocurrency transactions may be reversible with the control or consent of a majority of processing power on the network. Once a transaction has been verified and recorded in a block that is added to the Blockchain, an incorrect transfer of a coin or a theft of coin generally will not be reversible and the Company may not be capable of seeking compensation for any such transfer or theft. Although the Company’s transfers of coins will regularly be made by experienced members of the management team, it is possible that, through computer or human error, or through theft or criminal action, the Company’s coins could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts.
If the award of coins for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations
As the number of coins awarded for solving a block in the Blockchain decreases, the incentive for miners to continue to contribute processing power to the network will transition from a set reward to transaction fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions in the Blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for the relevant coins and prevent the expansion of the network to retail merchants and commercial businesses, resulting in a reduction in the price of the relevant cryptocurrency that could adversely impact the Company’s cryptocurrency inventory and investments.
In order to incentivize miners to continue to contribute processing power to the network, the network may either formally or informally transition from a set reward to transaction fees earned upon solving for a block. This transition could be accomplished either by miners independently electing to record on the blocks they solve only those transactions that include payment of a transaction fee or by the network adopting software upgrades that require the payment of a minimum transaction fee for all transactions. If transaction fees paid for the recording of transactions in the Blockchain become too high, the marketplace may be reluctant to accept network as a means of payment and existing users may be motivated to switch between cryptocurrencies or back to fiat currency. Decreased use and demand for coins may adversely affect their value and result in a reduction in the market price of coins.
If the award of coins for solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize miners, miners may cease expending processing power to solve blocks and confirmations of transactions on the Blockchain could be slowed temporarily. A reduction in the processing power expended by miners could increase the likelihood of a malicious actor or botnet obtaining control in excess of 50 percent of the processing power active on the Blockchain, potentially permitting such actor or botnet to manipulate the Blockchain in a manner that adversely affects the Company’s mining activities.
If the award of coins for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations. Miners ceasing operations would reduce collective processing power, which would adversely affect the confirmation process for transactions (i.e., decreasing the speed at which blocks are added to the Blockchain until the next scheduled adjustment in difficulty for block solutions) and make the network more vulnerable to a malicious actor or botnet obtaining control in excess of 50 percent of the processing power. Any reduction in confidence in the confirmation process or processing power of the network may adversely impact the Company’s mining activities, inventory of coins, and future investment strategies.
Page | 24
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
The price of coins may be affected by the sale of coins by other vehicles investing in coins or tracking cryptocurrency markets
To the extent that other vehicles investing in coins or tracking cryptocurrency markets form and come to represent a significant proportion of the demand for coins, large redemptions of the securities of those vehicles and the subsequent sale of coins by such vehicles could negatively affect cryptocurrency prices and therefore affect the value of the inventory held by the Company.
Risk related to technological obsolescence and difficulty in obtaining hardware
To remain competitive, the Company will continue to invest in hardware and equipment required for maintaining the Company’s mining activities. Should competitors introduce new services/software embodying new technologies, the Company’s hardware and equipment and its underlying technology may become obsolete and require substantial capital to replace such equipment.
The increase in interest and demand for cryptocurrencies has led to a shortage of mining hardware as individuals purchase equipment for mining at home.
Equipment will require replacement from time to time. Shortages of graphics processing units may lead to unnecessary downtime as the Company searches for replacement equipment.
Facility Developments
The continued development of existing and planned facilities is subject to various factors and may be delayed or adversely affected by such factors beyond the Company’s control, including delays in the delivery or installation of equipment by suppliers, difficulties in integrating new equipment into existing infrastructure, shortages in materials or labour, defects in design or construction, diversion of management resources, insufficient funding, or other resource constraints. Actual costs for development may exceed the Company’s planned budget. Delays, cost overruns, changes in market circumstances and other factors may result in different outcomes than those intended.
Environmental Liability
The Company may be subject to potential risks and liabilities associated with pollution of the environment through its use of electricity to mine cryptocurrencies. In addition, environmental hazards may exist on a property in which the Company directly or indirectly holds an interest which are unknown to the Company at present which have been caused by previous or existing owners or operators of the property which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties.
To the extent the Company is subject to environmental liabilities, the payment of such liabilities or the costs that it may incur to remedy environmental pollution would reduce funds otherwise available to it and could have a material adverse effect on the Company. If the Company is unable to fully remedy an environmental problem, it might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on the Company.
Page | 25
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
General Business Risks Related to the Company
Management Experience and Dependence on Key Personnel and Employees
The Company’s success is currently largely dependent on the performance of the Company’s directors and officers. Certain members of the Company’s management team have experience in the cryptocurrency industry, while others have experience in areas including financial management, corporate finance and sales and marketing. The experience of these individuals is a factor which will contribute to the Company’s continued success and growth. The Company will initially be relying on the Company’s board members, as well as independent consultants, for certain aspects of the Company’s business. The amount of time and expertise expended on the Company’s affairs by each of the Company’s management team and the Company’s directors will vary according to the Company’s needs. The Company does not intend to acquire any key man insurance policies and there is, therefore, a risk that the death or departure of any member of management, the Company’s board, or any key employee or consultant, could have a material adverse effect on the Company’s future. Investors who are not prepared to rely on the Company’s management team should not invest in the Company’s securities.
Uncertainty of Additional Funding
Further acquisitions of additional cryptocurrency mining rigs will require additional capital and the Company will require funds to continue to operate as a public company. There is no assurance that the Company will be successful in obtaining any required financing(s) or that such financing(s) will be available on terms acceptable to the Company. Any future financing(s) may also be dilutive to the Company’s existing shareholders at that time.
Negative Cash Flow
The Company’s operations will be those of HashChain, which has a limited history of operations. HashChain has had negative operating cash flow since HashChain’s inception, and the Company will continue to have negative operating cash flow for the foreseeable future. No assurance can be given that the Company will ever attain positive cash flow or profitability additional or that additional funding will be available for operations.
Uninsured or Uninsurable Risks
The Company intends to insure its operations in accordance with technology industry practice. However, given the novelty of cryptocurrency mining and associated businesses, such insurance may not be available, uneconomical for the Company, or the nature or level may be insufficient to provide adequate insurance cover. The Company may become subject to liability for hazards against which the Company cannot insure or against which the Company may elect not to insure because of high premium costs or for other reasons. The payment of any such liabilities would reduce or eliminate the funds available for operations. Payments of liabilities for which the Company does not carry insurance may have a material adverse effect on the Company’s financial position.
Dividend Risk
The Company does not anticipate paying dividends in the near future. The Company expects to retain earnings to finance further growth and, where appropriate, retire debt.
Page | 26
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
Share Price Volatility Risk
The Company has applied to list on the TSXV the Company Subordinate Voting Shares. In the event of such listing, external factors outside of the Company’s control, such as announcements of quarterly variations in operating results, revenues and costs, and sentiments toward stocks, may have a significant impact on the market price of the Company Subordinate Voting Shares. Global stock markets, including the TSXV, have experienced extreme price and volume fluctuations from time to time. There can be no assurance that an active or liquid market will develop or be sustained for the Company Subordinate Voting Shares.
Costs of Being a Publicly Traded Company
As the Company will have publicly-traded securities, significant legal, accounting and filing fees will continue to be incurred. Securities legislation and the rules and policies of the TSXV require publicly listed companies to, among other things, adopt corporate governance policies and related practices and to continuously prepare and disclose material information, all of which carry significant legal, financial and securities regulatory compliance costs.
Conflicts of Interest
Certain of the Company’s directors and officers are, and may continue to be, involved in the cryptocurrency industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of the Company. Situations may arise in connection with potential acquisitions or opportunities where the other interests of these directors and officers may conflict with the Company’s interests. Directors and officers of the Company with conflicts of interest will be subject to and must follow the procedures set out in applicable corporate and securities legislation, regulations, rules and policies. Notwithstanding this, there may be corporate opportunities which the Company is not able to procure due to a conflict of interest of one or more of the Company’s directors or officers.
Tax Risk
The Company will be subject to various taxes including, but not limited to the following: Canadian income tax; goods and services tax; provincial sales tax; land transfer tax; and payroll tax. The Company tax filings will be subject to audit by various taxation authorities. While the Company intends to base its tax filings and compliance on the advice of its tax advisors, there can be no assurance that its tax filing positions will never be challenged by a relevant taxation authority resulting in a greater than anticipated tax liability
Page | 27
DIGIHOST
TECHNOLOGY INC. (formerly HashChain Technology Inc.)
Management’s Discussion & Analysis
For
the Year Ended December 31, 2020
Discussion dated: April 30, 2021
Cautionary Note Regarding Forward-Looking Information
This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward- looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements. In particular, this MD&A contains forward-looking statements pertaining to the following:
● | the impact of the ongoing novel coronavirus disease outbreak (COVID-19) on the business, operations, financial results and prospects of the Company; | |
● | the impact of the Bitcoin Halving in May 2020 on the price of BTC and the normalization after the Bitcoin Halving to pre-Bitcoin Halving profitability levels; | |
● | future debt levels, financial capacity, liquidity and capital resources; | |
● | anticipated future sources of funds to meet working capital requirements; | |
● | future capital expenditures and contractual commitments; | |
● | expectations respecting future financial results; | |
● | expectations regarding benefits of certain transactions and capital investments; | |
● | the Company’s objectives, strategies and competitive strengths; | |
● | future development activities; | |
● | the Company’s growth strategy; | |
● | expectations with respect to future opportunities; | |
● | expectations with respect to the Company’s financial position; | |
● | the Company’s capital expenditure programs and future capital requirements; | |
● | capital resources and the Company’s ability to raise capital; and | |
● | industry conditions pertaining to the cryptocurrency industry; | |
● | the other factors discussed under “Risk Factors”. |
This list of factors should not be construed as exhaustive.
Additional Information
Additional information concerning the Company is available on SEDAR at www.sedar.com.
Page | 28
Exhibit 99.108
Form 52-109FV1
Certification of Annual Filings
Venture Issuer Basic Certificate
I, Paul Ciullo, Chief Financial Officer of Digihost Technology Inc., certify the following:
1. | Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference into the AIF (together, the “annual filings”) of Digihost Technology Inc. (the “issuer”) for the financial year ended December 31, 2020. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the annual filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. |
Date: April 30, 2021 | |
“Paul Ciullo” | |
Paul Ciullo | |
Chief Financial Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
I. controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
II. a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |
Exhibit 99.109
Form 52-109FV1
Certification of Annual Filings
Venture Issuer Basic Certificate
I, Michel Amar, Chief Executive Officer of Digihost Technology Inc., certify the following:
1. | Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference into the AIF (together, the “annual filings”) of Digihost Technology Inc. (the “issuer”) for the financial year ended December 31, 2020. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the annual filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. |
Date: April 30, 2021 | |
“Michel Amar” | |
Michel Amar | |
Chief Executive Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
I. controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
II. a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. |
Exhibit 99.110
DIGIHOST ANNOUNCES AUDITED YEAR END 2020 FINANCIAL RESULTS
Toronto, ON – May 3, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) announces its results for the year ended December 31, 2020 (all amounts in U.S. dollars, unless otherwise indicated), and provides a 2021 year-to-date operations update. The Company’s audited consolidated financial statements and management’s discussion and analysis (“MD&A”) thereon for years ended December 31, 2020 and 2019 have been filed and made accessible under the Company’s continuous disclosure profile on SEDAR at www.sedar.com.
Michel Amar, CEO of Digihost, stated: “Although 2020 was a challenging year for all crypto currency miners including Digihost, during the last few months of the year, and through the first four months of 2021, we have embarked upon a transformative period for our Company.”
Beginning in 2021, the Company achieved many significant milestones in its evolution as a top tier blockchain technology company, highlighted by the following achievements:
● | closed approximately CA$54,000,000 in equity financings; | |
● | upgraded our exchange listing in the U.S. from the OTC Pink Sheets to the OTCQB; | |
● | increased the Company’s potential hashrate capacity to 3EH through the acquisition of a 60MW power plant in Upstate New York (press release – March 24, 2021); | |
● | acquired 700 S17+ 76TH Bitcoin miners; | |
● | repaid all debt in the aggregate amount of $3,975,000; | |
● | engaged international audit firm Raymond Chabot Grant Thornton LLP; and | |
● | increased the Company’s balance of Bitcoins mined and held by 105.26 during the first quarter of 2021, and to a total balance of 309 Bitcoins with a market value of approximately $17,600,000 as of the end of April. |
Michel Amar commented: “We are extremely excited about the potential for the remainder of the year as we continue to build on our Company’s momentum established during the first four months of 2021. Having recently raised a significant amount of capital, combined with our inventory of 309 bitcoins, Digihost has the liquidity to allow us to capitalize on opportunites that would significantly expand our Bitcoin mining operations through the acquisition of new miners and the continued growth of Digihost’s hashing capabilities, thereby creating increased value for our shareholders.”
Fiscal Year 2020 Highlights
Michel Amar also stated: “After closing our reverse takeover transaction with HashChain Technology Inc. and full vertical integration of our operations in February of last year, the outbreak of COVID-19 had a negative impact on the Company and resulted in a temporary shut down of our Bitcoin mining operations for a portion of the year. The May 2020 Bitcoin halving event also had an expected negative impact on some of our key financial metrics for the year as the expected rise in the price of Bitcoin was delayed until the fourth quarter of 2020.”
Highlights of fiscal 2020 are as follows:
● | Revenue from digital currency mining: $3.55 million | |
● | Total Comprehensive loss of $3.09 million for the year | |
● | Total assests as at December 31, 2020: $16.5 million | |
● | Total liabilities as at December 31, 2020: $6.08 million | |
● | Working capital increased during the year to $1.65 million as at December 31, 2020 | |
● | Mining output of newly minted digital currencies: 335 Bitcoin | |
● | Bitcoin balance as at December 31, 2020: 154 Bitcoin (April 30, 2021: 309 Bitcoin) | |
● | Approximate value per Bitcoin on December 31, 2020: $29,000 (April 30, 2021: $57,000) |
(U.S.$ in thousands except per share data) | Year Ended | |||||||
For the periods ended as indicated |
Dec. 31 2020 |
Dec. 31 2019 |
||||||
Revenue from digital currency mining | 3,553 | - | ||||||
Cost of sales | (4,163 | ) | - | |||||
Depreciation | (3,387 | ) | - | |||||
Gross loss | (3,997 | ) | - | |||||
General and administrative and other expenses | (1,788 | ) | (269 | ) | ||||
Gain on disposition of cryptocurrencies | 63 | - | ||||||
Other Income | 44 | - | ||||||
Insurance Proceeds | 110 | - | ||||||
Operating loss | (5,568 | ) | (269 | ) | ||||
Net financial expenses | (258 | ) | - | |||||
Net loss before income taxes | (5,826 | ) | (269 | ) | ||||
Deferred tax recovery | 635 | - | ||||||
Net loss for the year | (5,191 | ) | (269 | ) | ||||
Foreign currency translation adjustment | 118 | - | ||||||
Revaluation of digital currency, net of tax | 1,983 | - | ||||||
Total comprehensive net loss | (3,090 | ) | (269 | ) | ||||
Basic and diluted loss per share – diluted | (0.15 | ) | (742 | ) | ||||
Weighted average number of subordinate voting shares outstanding – basic and diluted | 35,146,572 | 364 |
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 190PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
2
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations including as a result of acquisitions of equipment and infrastructure, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the ability to obtain regulatory approval for and complete acquisitions of equipment and infrastructure on the terms as announced or at all; the ability to successfully integrate the acquisitions of equipment and infrastructure on an economic basis or at all; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
3
Exhibit 99.111
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 Date of Material Change
May 3, 2021
Item 3 News Release
The press release attached as Schedule “A” was released on May 3, 2021.
Item 4 Summary of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 5 Full Description of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 6 Reliance of subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michelamar@me.com
Item 9 Date of Report
May 3, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES AUDITED YEAR END 2020 FINANCIAL RESULTS
Toronto, ON – May 3, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) announces its results for the year ended December 31, 2020 (all amounts in U.S. dollars, unless otherwise indicated), and provides a 2021 year-to-date operations update. The Company’s audited consolidated financial statements and management’s discussion and analysis (“MD&A”) thereon for years ended December 31, 2020 and 2019 have been filed and made accessible under the Company’s continuous disclosure profile on SEDAR at www.sedar.com.
Michel Amar, CEO of Digihost, stated: “Although 2020 was a challenging year for all crypto currency miners including Digihost, during the last few months of the year, and through the first four months of 2021, we have embarked upon a transformative period for our Company.”
Beginning in 2021, the Company achieved many significant milestones in its evolution as a top tier blockchain technology company, highlighted by the following achievements:
● | closed approximately CA$54,000,000 in equity financings; | |
● | upgraded our exchange listing in the U.S. from the OTC Pink Sheets to the OTCQB; | |
● | increased the Company’s potential hashrate capacity to 3EH through the acquisition of a 60MW power plant in Upstate New York (press release – March 24, 2021); | |
● | acquired 700 S17+ 76TH Bitcoin miners; | |
● | repaid all debt in the aggregate amount of $3,975,000; | |
● | engaged international audit firm Raymond Chabot Grant Thornton LLP; and | |
● | increased the Company’s balance of Bitcoins mined and held by 105.26 during the first quarter of 2021, and to a total balance of 309 Bitcoins with a market value of approximately $17,600,000 as of the end of April. |
Michel Amar commented: “We are extremely excited about the potential for the remainder of the year as we continue to build on our Company’s momentum established during the first four months of 2021. Having recently raised a significant amount of capital, combined with our inventory of 309 bitcoins, Digihost has the liquidity to allow us to capitalize on opportunities that would significantly expand our Bitcoin mining operations through the acquisition of new miners and the continued growth of Digihost’s hashing capabilities, thereby creating increased value for our shareholders.”
Fiscal Year 2020 Highlights
Michel Amar also stated: “After closing our reverse takeover transaction with HashChain Technology Inc. and full vertical integration of our operations in February of last year, the outbreak of COVID-19 had a negative impact on the Company and resulted in a temporary shut down of our Bitcoin mining operations for a portion of the year. The May 2020 Bitcoin halving event also had an expected negative impact on some of our key financial metrics for the year as the expected rise in the price of Bitcoin was delayed until the fourth quarter of 2020.”
2
Highlights of fiscal 2020 are as follows:
● | Revenue from digital currency mining: $3.55 million | |
● | Total Comprehensive loss of $3.09 million for the year | |
● | Total assets as at December 31, 2020: $16.5 million | |
● | Total liabilities as at December 31, 2020: $6.08 million | |
● | Working capital increased during the year to $1.65 million as at December 31, 2020 | |
● | Mining output of newly minted digital currencies: 335 Bitcoin | |
● | Bitcoin balance as at December 31, 2020: 154 Bitcoin (April 30, 2021: 309 Bitcoin) | |
● | Approximate value per Bitcoin on December 31, 2020: $29,000 (April 30, 2021: $57,000) |
(U.S.$ in thousands except per share data) | Year Ended | |||||||
For the periods ended as indicated |
Dec. 31 2020 |
Dec. 31 2019 |
||||||
Revenue from digital currency mining | 3,553 | - | ||||||
Cost of sales | (4,163 | ) | - | |||||
Depreciation | (3,387 | ) | - | |||||
Gross loss | (3,997 | ) | - | |||||
General and administrative and other expenses | (1,788 | ) | (269 | ) | ||||
Gain on disposition of cryptocurrencies | 63 | - | ||||||
Other Income | 44 | - | ||||||
Insurance Proceeds | 110 | - | ||||||
Operating loss | (5,568 | ) | (269 | ) | ||||
Net financial expenses | (258 | ) | - | |||||
Net loss before income taxes | (5,826 | ) | (269 | ) | ||||
Deferred tax recovery | 635 | - | ||||||
Net loss for the year | (5,191 | ) | (269 | ) | ||||
Foreign currency translation adjustment | 118 | - | ||||||
Revaluation of digital currency, net of tax | 1,983 | - | ||||||
Total comprehensive net loss | (3,090 | ) | (269 | ) | ||||
Basic and diluted loss per share – diluted
|
(0.15 | ) | (742 | ) | ||||
Weighted average number of subordinate voting shares outstanding – basic and diluted | 35,146,572 | 364 |
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 190PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
3
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations including as a result of acquisitions of equipment and infrastructure, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the ability to obtain regulatory approval for and complete acquisitions of equipment and infrastructure on the terms as announced or at all; the ability to successfully integrate the acquisitions of equipment and infrastructure on an economic basis or at all; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
4
Exhibit 99.112
DIGIHOST ANNOUNCES 309 BITCOINS HELD AT THE END OF APRIL 2021
Toronto, ON – May 5, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has increased its mined Bitcoin (“BTC”) holdings during the month of April 2021 by 37.50 BTC, bringing the Company’s total balance to 309 BTC held. The total BTC balance also includes approximately 13 BTC received as proceeds for the sale of older generation unutilized miners. Based on an approximate current BTC price of US$55,000, the total value of BTC in the Company’s possession is US$16,995,000. During the first four months of 2021, Digihost mined a total of 142.76 BTC, broken down by month as follows:
January 2021 | 33.70 BTC | |
February 2021 | 35.02 BTC | |
March 2021 | 36.54 BTC | |
April 2021 | 37.50 BTC |
At the end of April 2021, the Company was mining BTC at a hashrate of approximately 200PH and at an all-in cost of approximately US$12,000 per BTC for the month of April.
Michel Amar, the Company’s CEO, stated: “We are extremely pleased to report that Digihost has consistently increased the rate of Bitcoin output month-over-month through increasing hashrates and operational efficiencies. We look forward to further increasing the Company’s hashrate during the month of May, once all 700 BTC miners that were acquired in the month of March are fully deployed. Having recently raised a significant amount of capital, combined with our inventory of 309 Bitcoins, Digihost has the liquidity to allow us to capitalize on opportunities and execute on our 2021 plans that will significantly expand our Bitcoin mining operations through the acquisition of new miners and the continued growth of Digihost’s hashing capabilities, thereby creating increased value for our shareholders.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.113
DIGIHOST ANNOUNCES STATUS OF NASDAQ LISTING APPLICATION AND EXPANSION OF CRYPTOCURRENCY BUSINESS MODEL
Toronto, ON – May 10, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that further to its disclosure on April 14, 2021 of its intention to seek access to a larger U.S. equity exchange, the Company is currently in the advanced stages of the application process for a listing of its securities on the Nasdaq Stock Exchange (the “NASDAQ”). In conjunction with the application process, the Company expects to file a registration statement with the Securities and Exchange Commission in the near-term.
Stock Market Listing
Since the beginning of the year, due to increasing investor demand, the Company decided to pursue an additional exchange listing for its shares on a larger U.S. stock exchange. In early February, the Company announced that its listing in the U.S. market had been upgraded from the OTC Pink Sheets to the OTCQB. Thereafter in March, the Company submitted an initial application for a listing on the NASDAQ. The NASDAQ listing application process is subject to a number of listing requirements and regulatory approvals, and as such there can be no assurances that a listing will be granted.
Business Strategy
Beginning in November of 2020, there has been a substantial improvement in the cryptocurrency sector and this period has been transformative for Digihost, as the Company continues to achieve many significant milestones in its evolution to become a top tier blockchain technology company. A cornerstone of the Company’s business strategy has been and continues to be the mining and holding of Bitcoin (“BTC”) as efficiently as possible through the strategic acquisition of latest generation BTC miners and the vertical integration of low-cost sources of clean energy. The Company is actively pursuing opportunities to expand its hashrate to over 1EH by the end of 2021 and potentially to 3EH during the first half of 2022 by filling the hashing capacity which will be created by the recent acquisition of a 60MW power plant. Digihost is also exploring opportunities to expand its infrastructure by geographically diversifying in both the United States and Canada.
Digihost continually evaluates market trends in the blockchain and cryptocurrency space and seeks to manage risk and capitalize on opportunities to enhance shareholder value. As such, the Company is pleased to report that it has recently adopted plans to expand its operations and business strategy to include Ethereum technology and Ether (“ETH”) as a cryptocurrency in its portfolio. The adoption of Ethereum technology will also contribute to the lowering of the Company’s carbon footprint. In addition to its strong BTC mining operations, the Company has the resources and capabilities to diversify into Ethereum technology, which has broad applications and significant potential for growth. The Company currently holds a balance of 563.88 ETH.
Michel Amar, the Company’s CEO, stated: “We are excited to report on the status of our NASDAQ listing application. Having access to a more liquid stock exchange in the United States, will attract broader institutional interest in the Company’s shares and provide Digihost with greater access to capital necessary to fund our aggressive growth strategy over the next several years. We are also pleased to share our plans to geographically expand, and diversify our operations to include Ethereum technology as part of our growth strategy. We believe Bitcoin and Ethereum have a strong outlook and will position the Company to be able to capitalize on current market trends, in order to generate increased value for our shareholders.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that is based on expectations, estimates and projections as at the date of this news release. Forward-looking information in this news release includes information about listing on Nasdaq, hashrate expansion, diversification of operations to include Ethereum technology, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results, performance or achievements to differ materially from those described in such forward-looking information include, but are not limited to: risks relating to completion of the Nasdaq listing process, continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.114
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 Date of Material Change
May 5, 2021
Item 3 News Release
The press release attached as Schedule “A” was released on May 5, 2021.
Item 4 Summary of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 5 Full Description of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 6 Reliance of subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michelamar@me.com
Item 9 Date of Report
May 10, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES 309 BITCOINS HELD AT THE END OF APRIL 2021
Toronto, ON – May 5, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has increased its mined Bitcoin (“BTC”) holdings during the month of April 2021 by 37.50 BTC, bringing the Company’s total balance to 309 BTC held. The total BTC balance also includes approximately 13 BTC received as proceeds for the sale of older generation unutilized miners. Based on an approximate current BTC price of US$55,000, the total value of BTC in the Company’s possession is US$16,995,000. During the first four months of 2021, Digihost mined a total of 142.76 BTC, broken down by month as follows:
January 2021 | 33.70 BTC | |
February 2021 | 35.02 BTC | |
March 2021 | 36.54 BTC | |
April 2021 | 37.50 BTC |
At the end of April 2021, the Company was mining BTC at a hashrate of approximately 200PH and at an all-in cost of approximately US$12,000 per BTC for the month of April.
Michel Amar, the Company’s CEO, stated: “We are extremely pleased to report that Digihost has consistently increased the rate of Bitcoin output month-over-month through increasing hashrates and operational efficiencies. We look forward to further increasing the Company’s hashrate during the month of May, once all 700 BTC miners that were acquired in the month of March are fully deployed. Having recently raised a significant amount of capital, combined with our inventory of 309 Bitcoins, Digihost has the liquidity to allow us to capitalize on opportunities and execute on our 2021 plans that will significantly expand our Bitcoin mining operations through the acquisition of new miners and the continued growth of Digihost’s hashing capabilities, thereby creating increased value for our shareholders.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.115
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 Date of Material Change
May 10, 2021
Item 3 News Release
The press release attached as Schedule “A” was released on May 10, 2021.
Item 4 Summary of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 5 Full Description of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 6 Reliance of subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michelamar@me.com
Item 9 Date of Report
May 10, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES STATUS OF NASDAQ LISTING APPLICATION AND EXPANSION OF CRYPTOCURRENCY BUSINESS MODEL
Toronto, ON – May 10, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that further to its disclosure on April 14, 2021 of its intention to seek access to a larger U.S. equity exchange, the Company is currently in the advanced stages of the application process for a listing of its securities on the Nasdaq Stock Exchange (the “NASDAQ”). In conjunction with the application process, the Company expects to file a registration statement with the Securities and Exchange Commission in the near-term.
Stock Market Listing
Since the beginning of the year, due to increasing investor demand, the Company decided to pursue an additional exchange listing for its shares on a larger U.S. stock exchange. In early February, the Company announced that its listing in the U.S. market had been upgraded from the OTC Pink Sheets to the OTCQB. Thereafter in March, the Company submitted an initial application for a listing on the NASDAQ. The NASDAQ listing application process is subject to a number of listing requirements and regulatory approvals, and as such there can be no assurances that a listing will be granted.
Business Strategy
Beginning in November of 2020, there has been a substantial improvement in the cryptocurrency sector and this period has been transformative for Digihost, as the Company continues to achieve many significant milestones in its evolution to become a top tier blockchain technology company. A cornerstone of the Company’s business strategy has been and continues to be the mining and holding of Bitcoin (“BTC”) as efficiently as possible through the strategic acquisition of latest generation BTC miners and the vertical integration of low-cost sources of clean energy. The Company is actively pursuing opportunities to expand its hashrate to over 1EH by the end of 2021 and potentially to 3EH during the first half of 2022 by filling the hashing capacity which will be created by the recent acquisition of a 60MW power plant. Digihost is also exploring opportunities to expand its infrastructure by geographically diversifying in both the United States and Canada.
Digihost continually evaluates market trends in the blockchain and cryptocurrency space and seeks to manage risk and capitalize on opportunities to enhance shareholder value. As such, the Company is pleased to report that it has recently adopted plans to expand its operations and business strategy to include Ethereum technology and Ether (“ETH”) as a cryptocurrency in its portfolio. The adoption of Ethereum technology will also contribute to the lowering of the Company’s carbon footprint. In addition to its strong BTC mining operations, the Company has the resources and capabilities to diversify into Ethereum technology, which has broad applications and significant potential for growth. The Company currently holds a balance of 563.88 ETH.
2
Michel Amar, the Company’s CEO, stated: “We are excited to report on the status of our NASDAQ listing application. Having access to a more liquid stock exchange in the United States, will attract broader institutional interest in the Company’s shares and provide Digihost with greater access to capital necessary to fund our aggressive growth strategy over the next several years. We are also pleased to share our plans to geographically expand, and diversify our operations to include Ethereum technology as part of our growth strategy. We believe Bitcoin and Ethereum have a strong outlook and will position the Company to be able to capitalize on current market trends, in order to generate increased value for our shareholders.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that is based on expectations, estimates and projections as at the date of this news release. Forward-looking information in this news release includes information about listing on Nasdaq, hashrate expansion, diversification of operations to include Ethereum technology, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results, performance or achievements to differ materially from those described in such forward-looking information include, but are not limited to: risks relating to completion of the Nasdaq listing process, continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
3
Exhibit 99.116
DIGIHOST ANNOUNCES DEAL WITH NORTHERN DATA AG
ACQUIRING 10,000 BITCOIN MINERS AND INCREASING HASHRATE BY 925PH
Toronto, ON – May 12, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has signed a definitive purchase agreement (the “Purchase Agreement”) to acquire approximately 10,000 of the most technologically advanced, high-performance Bitcoin (“BTC”) miners (the “Miners”), that will increase the Company’s current hashrate by approximately 925PH to 1.145EH, with delivery of the Miners to occur between August and December of this year.
The Miners have been sourced from Northern Data AG (“Northern Data”) (ISIN: DE000A0SMU87; OTC: NDTAF), a leading infrastructure supplier for BTC mining and other high-performance computing (“HPC”) infrastructure solutions. Pursuant to the terms of the Purchase Agreement, the Company has concurrently entered into a hosting agreement (the “Hosting Agreement”) with Northern Data in connection with the Miners, whereby Northern Data will provide services to the Company including the installation and hosting of the Miners in proprietary pre-manufactured performance optimized mobile data centers to be located at Digihost’s company-owned facility. Both parties are in advanced discussions to expand the Purchase Agreement beyond the initial 10,000 Miners up to a total of 30,000 miners, giving Digihost the potential to increase its current hashrate to approximately 3.0EH.
Under the terms of the Hosting Agreement, Digihost will provide power to the operation from its recently acquired 60MW power plant (press release – March 24, 2021), and Northern Data will be responsible for supplying and maintaining the dedicated data centre infrastructure. To the extent possible, the Company intends to source and utilize renewable natural gas for the operations of its power plant, Digifactory1, and also engage in the practice of acquiring renewable energy certificates, all in line with the Company’s objective to mitigate its carbon footprint. The net revenue generated from the BTC mining operation, after paying Digihost a very competitive power rate, will be allocated between Digihost and Northern Data according to a fixed distribution formula.
Michel Amar, the Company’s CEO, stated: “We are extremely pleased with this significant transaction between Digihost and Northern Data to acquire approximately 10,000 new Bitcoin miners with over 925PH of hashing power, as well as the hosting arrangement which will allow us to benefit from Northern Data’s best in class HPC technology and services as well as securing access to miners in the current sold-out market environment. Accelerating the Company’s combined hashrate to more than 1.145EH by the end of this year, which could result in approximately US$80 million of operating profit in 2022, based on current Bitcoin metrics, is a significant accomplishment for Digihost as we continue to evolve as a leader in the cryptocurrency mining sector.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company's mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations including as a result of acquisitions of equipment and infrastructure, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the ability to obtain regulatory approval for and complete acquisitions of equipment and infrastructure on the terms as announced or at all; the ability to successfully integrate the acquisitions of equipment and infrastructure on an economic basis or at all; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.117
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
May 12, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on May 12, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michelamar@me.com
Item 9 | Date of Report |
May 13, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES DEAL WITH NORTHERN DATA AG
ACQUIRING 10,000 BITCOIN MINERS AND INCREASING HASHRATE BY 925PH
Toronto, ON – May 12, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has signed a definitive purchase agreement (the “Purchase Agreement”) to acquire approximately 10,000 of the most technologically advanced, high-performance Bitcoin (“BTC”) miners (the “Miners”), that will increase the Company’s current hashrate by approximately 925PH to 1.145EH, with delivery of the Miners to occur between August and December of this year.
The Miners have been sourced from Northern Data AG (“Northern Data”) (ISIN: DE000A0SMU87; OTC: NDTAF), a leading infrastructure supplier for BTC mining and other high-performance computing (“HPC”) infrastructure solutions. Pursuant to the terms of the Purchase Agreement, the Company has concurrently entered into a hosting agreement (the “Hosting Agreement”) with Northern Data in connection with the Miners, whereby Northern Data will provide services to the Company including the installation and hosting of the Miners in proprietary pre-manufactured performance optimized mobile data centers to be located at Digihost’s company-owned facility. Both parties are in advanced discussions to expand the Purchase Agreement beyond the initial 10,000 Miners up to a total of 30,000 miners, giving Digihost the potential to increase its current hashrate to approximately 3.0EH.
Under the terms of the Hosting Agreement, Digihost will provide power to the operation from its recently acquired 60MW power plant (press release – March 24, 2021), and Northern Data will be responsible for supplying and maintaining the dedicated data centre infrastructure. To the extent possible, the Company intends to source and utilize renewable natural gas for the operations of its power plant, Digifactory1, and also engage in the practice of acquiring renewable energy certificates, all in line with the Company’s objective to mitigate its carbon footprint. The net revenue generated from the BTC mining operation, after paying Digihost a very competitive power rate, will be allocated between Digihost and Northern Data according to a fixed distribution formula.
Michel Amar, the Company’s CEO, stated: “We are extremely pleased with this significant transaction between Digihost and Northern Data to acquire approximately 10,000 new Bitcoin miners with over 925PH of hashing power, as well as the hosting arrangement which will allow us to benefit from Northern Data’s best in class HPC technology and services as well as securing access to miners in the current sold-out market environment. Accelerating the Company’s combined hashrate to more than 1.145EH by the end of this year, which could result in approximately US$80 million of operating profit in 2022, based on current Bitcoin metrics, is a significant accomplishment for Digihost as we continue to evolve as a leader in the cryptocurrency mining sector.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations including as a result of acquisitions of equipment and infrastructure, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the ability to obtain regulatory approval for and complete acquisitions of equipment and infrastructure on the terms as announced or at all; the ability to successfully integrate the acquisitions of equipment and infrastructure on an economic basis or at all; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.118
DIGIHOST PROVIDES UPDATE ON DEAL TO ACQUIRE 9,900 BITCOIN MINERS AND INCREASE HASHRATE BY 925PH
Toronto, ON – May 14, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) provides an update on its acquisition of 9,900 Bitcoin (“BTC”) miners (the “Miners”) that will increase the Company’s current hashrate by approximately 925PH to 1.145EH, previously announced in the Company’s May 12, 2021 news release. The Company is funding the purchase of the Miners with capital from its equity financings closed since the beginning of 2021 of approximately CA$54,000,000.
In connection with the purchase agreement with Northern Data AG (“Northern Data”) (ISIN: DE000A0SMU87; OTC: NDTAF) to acquire the Miners, the Company concurrently entered into a hosting agreement (the “Hosting Agreement”) with Northern Data in connection with the Miners, whereby Northern Data will provide services to the Company including the installation and hosting of the Miners. Northern Data will host the Miners in proprietary pre-manufactured performance optimized mobile data centers at the Company’s facilities for a term of three years from the date that installation of the Miners at the Company’s facilities is completed. The Miners are expected to be delivered and installed incrementally between August and December of this year, and will be 100% operational by January 2022.
The Company anticipates the costs of developing systems to supply the mobile data centres with power from the facilities will be approximately US$4.5 million, which the Company will fund with capital from its previously completed equity financings. This US$4.5 million cost represents the capital expenditure costs for the 9,900 Miners, and additional costs will need to be incurred if the purchase agreement is expanded to up to 30,000 miners (press release – May 12, 2021).
The Company also wishes to clarify that the Company’s forecast of approximately US$80 million of operating profit in 2022, disclosed in the May 12, 2021 news release, represents the anticipated operating profit from the Company’s share of the profit from the Miners, as well as the operating profit from its existing operations. The forecast was based on BTC metrics on May 12, 2021, being an approximate US$57,000 price of BTC and hashing difficulty rates as of May 12, 2021. The forecast also assumes a hashrate of 1.145EH for 2022, as well as current electricity costs and other operating costs remaining constant. Profitability of mining BTC will be materially impacted by changes in BTC prices, increases in mining difficulty rates and changes in electricity costs. There can be no assurance that the price of BTC will remain at current levels or that forecasted operating profit will be realized.
Michel Amar, the Company’s CEO, stated: “Since the beginning of the year, we have achieved operational milestones in support of our growth strategy. We are pleased to be in a position today to have the required funding, power capacity, and access to infrastructure to execute on our strategy for 2021 and beyond”.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations including as a result of acquisitions of equipment and infrastructure, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the ability to obtain regulatory approval for and complete acquisitions of equipment and infrastructure on the terms as announced or at all; the ability to successfully integrate the acquisitions of equipment and infrastructure on an economic basis or at all; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; the forecasted operating profit of US$80 million in 2022 may not be realized; further improvements to profitability and efficiency may not be realized, and changes in digital currency prices, mining difficulty rates and electricity costs may effect profiotability; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.119
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
May 14, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on May 14, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michelamar@me.com
Item 9 | Date of Report |
May 14, 2021
SCHEDULE “A”
DIGIHOST PROVIDES UPDATE ON DEAL TO ACQUIRE 9,900 BITCOIN MINERS AND INCREASE HASHRATE BY 925PH
Toronto, ON – May 14, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) provides an update on its acquisition of 9,900 Bitcoin (“BTC”) miners (the “Miners”) that will increase the Company’s current hashrate by approximately 925PH to 1.145EH, previously announced in the Company’s May 12, 2021 news release. The Company is funding the purchase of the Miners with capital from its equity financings closed since the beginning of 2021 of approximately CA$54,000,000.
In connection with the purchase agreement with Northern Data AG (“Northern Data”) (ISIN: DE000A0SMU87; OTC: NDTAF) to acquire the Miners, the Company concurrently entered into a hosting agreement (the “Hosting Agreement”) with Northern Data in connection with the Miners, whereby Northern Data will provide services to the Company including the installation and hosting of the Miners. Northern Data will host the Miners in proprietary pre-manufactured performance optimized mobile data centers at the Company’s facilities for a term of three years from the date that installation of the Miners at the Company’s facilities is completed. The Miners are expected to be delivered and installed incrementally between August and December of this year, and will be 100% operational by January 2022.
The Company anticipates the costs of developing systems to supply the mobile data centres with power from the facilities will be approximately US$4.5 million, which the Company will fund with capital from its previously completed equity financings. This US$4.5 million cost represents the capital expenditure costs for the 9,900 Miners, and additional costs will need to be incurred if the purchase agreement is expanded to up to 30,000 miners (press release – May 12, 2021).
The Company also wishes to clarify that the Company’s forecast of approximately US$80 million of operating profit in 2022, disclosed in the May 12, 2021 news release, represents the anticipated operating profit from the Company’s share of the profit from the Miners, as well as the operating profit from its existing operations. The forecast was based on BTC metrics on May 12, 2021, being an approximate US$57,000 price of BTC and hashing difficulty rates as of May 12, 2021. The forecast also assumes a hashrate of 1.145EH for 2022, as well as current electricity costs and other operating costs remaining constant. Profitability of mining BTC will be materially impacted by changes in BTC prices, increases in mining difficulty rates and changes in electricity costs. There can be no assurance that the price of BTC will remain at current levels or that forecasted operating profit will be realized.
Michel Amar, the Company’s CEO, stated: “Since the beginning of the year, we have achieved operational milestones in support of our growth strategy. We are pleased to be in a position today to have the required funding, power capacity, and access to infrastructure to execute on our strategy for 2021 and beyond.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. “Forward-looking information” in this news release includes information about potential further improvements to profitability and efficiency across mining operations including as a result of acquisitions of equipment and infrastructure, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the ability to obtain regulatory approval for and complete acquisitions of equipment and infrastructure on the terms as announced or at all; the ability to successfully integrate the acquisitions of equipment and infrastructure on an economic basis or at all; continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; the forecasted operating profit of US$80 million in 2022 may not be realized; further improvements to profitability and efficiency may not be realized, and changes in digital currency prices, mining difficulty rates and electricity costs may effect profitability; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.120
DIGIHOST REPORTS ON GREEN ENERGY CONSUMPTION
Toronto, ON – May 17, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to report that over 90% of the energy consumed by the Company in its Bitcoin (“BTC”) mining operations is from sources that create zero carbon emissions and more than 50% of the energy consumed by the Company is generated from renewable resources.
The following table provides a breakdown of the sources of energy consumed by Digihost in its BTC mining operations in 2020:
SOURCE OF ENERGY * | % | |||
Hydro | 42.68 | |||
Nuclear | 41.19 | |||
Wind | 6.45 | |||
Hydro pumped storage | 0.56 | |||
Other renewables | 1.15 | |||
Gas | 7.00 | |||
Duel fuel | 0.72 | |||
Coal | 0.23 | |||
Oil | 0.02 |
* Source of Energy information obtained from NYISO: Zone A - E
A cornerstone of Digihost’s business strategy is to continue to mine BTC in an efficient and environmentally conscious manner, thereby minimizing the Company’s carbon footprint. Digihost will assess a number of alternatives including the purchase of carbon credits to reduce its already low carbon footprint. The Company’s long-term plans for growth include vertical integration of power production from low-cost, clean and renewable sources of energy. On March 24, 2021, the Company announced the acquisition of a 60MW power plant for which it intends, to the extent possible, to source and utilize renewable natural gas and also engage in the practice of acquiring renewable energy certificates, all in line with the Company’s objective to reduce and mitigate its carbon footprint.
Michel Amar, the Company’s CEO, stated: “We are extremely proud to report that over 90% of the energy consumed by Digihost is from sources producing zero carbon emissions, and that over 50% is from renewable sources of energy, making Digihost one of the cleanest green Bitcoin mining operations in the United States. As a Company, we have always been cognizant of the potential impact Bitcoin mining could have on the environment and therefore have planned our growth and expansion to be environmentally conscious, in our pursuit of opportunities that maximize value for our shareholders.”
Stock Option Grant
The Company also announces that it has granted to the directors, officers, employees and consultants of the Company an aggregate of 1,290,000 incentive stock options (the “Stock Options”) to purchase common shares under the Company’s incentive stock option plan. Each Stock Option is exercisable into a common share of the Company at a price of $2.45 for a period of five years from the date of grant. The Stock Options will vest fully on the six-month anniversary of the date of grant and be subject to the terms and conditions of the Company’s stock option plan and the policies of the TSX Venture Exchange.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that is based on expectations, estimates and projections as at the date of this news release. Forward-looking information in this news release includes information about listing on Nasdaq, hashrate expansion, diversification of operations to include Ethereum technology, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results, performance or achievements to differ materially from those described in such forward-looking information include, but are not limited to: risks relating to completion of the Nasdaq listing process, continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.121
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
May 17, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on May 17, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michelamar@me.com
Item 9 | Date of Report |
May 17, 2021
SCHEDULE “A”
DIGIHOST REPORTS ON GREEN ENERGY CONSUMPTION
Toronto, ON – May 17, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to report that over 90% of the energy consumed by the Company in its Bitcoin (“BTC”) mining operations is from sources that create zero carbon emissions and more than 50% of the energy consumed by the Company is generated from renewable resources.
The following table provides a breakdown of the sources of energy consumed by Digihost in its BTC mining operations in 2020:
SOURCE OF ENERGY * | % | |||
Hydro | 42.68 | |||
Nuclear | 41.19 | |||
Wind | 6.45 | |||
Hydro pumped storage | 0.56 | |||
Other renewables | 1.15 | |||
Gas | 7.00 | |||
Duel fuel | 0.72 | |||
Coal | 0.23 | |||
Oil | 0.02 |
* Source of Energy information obtained from NYISO: Zone A - E
A cornerstone of Digihost’s business strategy is to continue to mine BTC in an efficient and environmentally conscious manner, thereby minimizing the Company’s carbon footprint. Digihost will assess a number of alternatives including the purchase of carbon credits to reduce its already low carbon footprint. The Company’s long-term plans for growth include vertical integration of power production from low-cost, clean and renewable sources of energy. On March 24, 2021, the Company announced the acquisition of a 60MW power plant for which it intends, to the extent possible, to source and utilize renewable natural gas and also engage in the practice of acquiring renewable energy certificates, all in line with the Company’s objective to reduce and mitigate its carbon footprint.
Michel Amar, the Company’s CEO, stated: “We are extremely proud to report that over 90% of the energy consumed by Digihost is from sources producing zero carbon emissions, and that over 50% is from renewable sources of energy, making Digihost one of the cleanest green Bitcoin mining operations in the United States. As a Company, we have always been cognizant of the potential impact Bitcoin mining could have on the environment and therefore have planned our growth and expansion to be environmentally conscious, in our pursuit of opportunities that maximize value for our shareholders.”
Stock Option Grant
The Company also announces that it has granted to the directors, officers, employees and consultants of the Company an aggregate of 1,290,000 incentive stock options (the “Stock Options”) to purchase common shares under the Company’s incentive stock option plan. Each Stock Option is exercisable into a common share of the Company at a price of $2.45 for a period of five years from the date of grant. The Stock Options will vest fully on the six-month anniversary of the date of grant and be subject to the terms and conditions of the Company’s stock option plan and the policies of the TSX Venture Exchange.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that is based on expectations, estimates and projections as at the date of this news release. Forward-looking information in this news release includes information about listing on Nasdaq, hashrate expansion, diversification of operations to include Ethereum technology, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results, performance or achievements to differ materially from those described in such forward-looking information include, but are not limited to: risks relating to completion of the Nasdaq listing process, continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.122
DIGIHOST TECHNOLOGY INC.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020
(EXPRESSED IN UNITED STATES DOLLARS) (UNAUDITED)
Notice to Reader
The accompanying unaudited condensed interim consolidated financial statements of Digihost Technology Inc. (the “Company”) have been prepared by and are the responsibility of management. The unaudited condensed interim consolidated financial statements have not been reviewed by the Company’s auditors.
Digihost Technology Inc.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in United States Dollars) (Unaudited)
As at
2021 |
As at
2020 |
|||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 13,190,446 | $ | 31,250 | ||||
Digital currencies (note 4) | 15,159,349 | 4,508,042 | ||||||
Amounts receivable and prepaid expenses (note 5) | 292,405 | 12,622 | ||||||
Loan receivable (notes 6 and 16) | 141,552 | 141,552 | ||||||
Total current assets | 28,783,752 | 4,693,466 | ||||||
Property, plant and equipment (note 7) | 9,494,722 | 6,497,634 | ||||||
Right of use assets (note 10) | 2,364,147 | 2,413,720 | ||||||
Intangible asset (note 9) | 1,540,189 | 1,572,500 | ||||||
Goodwill (notes 3 and 8) | 1,357,936 | 1,342,281 | ||||||
Total assets | $ | 43,540,746 | $ | 16,519,601 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued liabilities | $ | 1,776,553 | $ | 920,914 | ||||
Lease liabilities (note 11) | 115,208 | 111,672 | ||||||
Loans payable (note 12) | 41,495 | 2,010,172 | ||||||
Total current liabilities | 1,933,256 | 3,042,758 | ||||||
Lease liabilities (note 11) | 2,403,428 | 2,434,488 | ||||||
Loans payable (note 12) | - | 532,911 | ||||||
Deferred tax liability | 65,638 | 65,638 | ||||||
Total liabilities | 4,402,322 | 6,075,795 | ||||||
Shareholders’ equity | ||||||||
Share capital (note 13) | 32,200,115 | 12,541,038 | ||||||
Contributed surplus | 4,409,199 | 1,267,551 | ||||||
Cumulative translation adjustment | 119,618 | 118,162 | ||||||
Digital currency revaluation reserve | 7,819,062 | 1,982,501 | ||||||
Deficit | (5,409,570 | ) | (5,465,446 | ) | ||||
Total shareholders’ equity | 39,138,424 | 10,443,806 | ||||||
Total liabilities and shareholders’ equity | $ | 43,540,746 | $ | 16,519,601 |
Nature of operations and going concern (note 1)
Subsequent events (note 19)
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
- 2 -
Digihost Technology Inc.
Condensed Interim Consolidated Statements of Comprehensive Income (Loss)
(Expressed in United States Dollars) (Unaudited)
Three Months Ended
March 31, |
||||||||
2021 | 2020 | |||||||
Revenue from digital currency mining (note 4) | $ | 4,767,075 | $ | 838,310 | ||||
Cost of digital currency mining | ||||||||
Operating and maintenance costs | (1,549,144 | ) | (586,336 | ) | ||||
Depreciation and amortization | (1,109,796 | ) | (363,290 | ) | ||||
Gross profit (loss) | 2,108,135 | (111,316 | ) | |||||
Expenses | ||||||||
Office and administrative expenses | (77,844 | ) | (23,126 | ) | ||||
Professional fees | (281,594 | ) | (201,959 | ) | ||||
Regulatory fees | (80,004 | ) | (49,039 | ) | ||||
Share based compensation (note 15) | (1,165,542 | ) | (304,945 | ) | ||||
Loss on settlement of debt | (274,882 | ) | - | |||||
Change in fair value of warrant liability | - | 40,436 | ||||||
Gain on sale of digital currency (note 4) | - | 28,590 | ||||||
Operating profit (loss) | 228,269 | (621,359 | ) | |||||
Net financial expenses (note 17) | (155,312 | ) | (7,451 | ) | ||||
Net income (loss) for the period | 72,957 | (628,810 | ) | |||||
Other comprehensive income | ||||||||
Items that will be reclassified to net income Foreign currency translation adjustment | 1,456 | - | ||||||
Items that will not be reclassified to net income Revaluation of digital currency | 5,836,561 | (137,014 | ) | |||||
Total comprehensive income (loss) for the period | $ | 5,910,974 | $ | (765,824 | ) | |||
Basic and diluted income (loss) per share | $ | 0.00 | $ | (0.03 | ) | |||
Weighted
average number of subordinate voting shares outstanding
|
44,313,754 | 20,257,016 |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
- 3 -
Digihost Technology Inc.
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in United States Dollars) (Unaudited)
Three Months Ended
March 31, |
||||||||
2021 | 2020 | |||||||
Operating activities | ||||||||
Net income (loss) for the period | $ | 72,957 | $ | (628,810 | ) | |||
Adjustments for: | ||||||||
Digital currency mined | (4,767,075 | ) | (838,310 | ) | ||||
Digital currency received | (47,670 | ) | - | |||||
Depreciation of right-of-use assets | 49,573 | - | ||||||
Depreciation and amortization | 1,060,223 | 363,290 | ||||||
Interest on lease liabilities | 59,178 | 7,451 | ||||||
Share based compensation | 1,165,542 | 304,945 | ||||||
Loss on settlement of debt | 274,882 | - | ||||||
Foreign exchange gain | (15,622 | ) | - | |||||
Non-cash working capital items: | ||||||||
Prepaid expenses | (279,783 | ) | (502,461 | ) | ||||
Amounts receivable | - | (161,899 | ) | |||||
Accounts payable and accrued liabilities | 887,234 | 209,002 | ||||||
Net cash used in operating activities | (1,540,561 | ) | (1,246,792 | ) | ||||
Investing activities |
||||||||
Purchase of property, plant and equipment | (4,025,000 | ) | - | |||||
Net funds for loan receivable | - | 32,545 | ||||||
Net cash (used in) provided by investing activities | (4,025,000 | ) | 32,545 | |||||
Financing activities | ||||||||
Proceeds from private placement, net of costs | 21,351,878 | (39,355 | ) | |||||
Repurchase of shares | (38,831 | ) | - | |||||
Loans payable | 1,473,495 | - | ||||||
Repayment of loan payable | (3,975,083 | ) | - | |||||
Lease payments | (86,702 | ) | (28,854 | ) | ||||
Net cash provided by (used in) financing activities | 18,724,757 | (68,209 | ) | |||||
Net change in cash | 13,159,196 | (1,282,456 | ) | |||||
Cash, beginning of period | 31,250 | 1,303,937 | ||||||
Cash, end of period | $ | 13,190,446 | $ | 21,481 | ||||
Supplemental information | ||||||||
Interest paid | $ | 117,697 | $ | - |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
- 4 -
Digihost Technology Inc.
Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity
(Expressed in United States Dollars) (Unaudited)
Digital | ||||||||||||||||||||||||||||||||
Number of shares | Cumulative | currency | ||||||||||||||||||||||||||||||
Subordinate
voting shares |
Proportionate voting shares |
Share
capital |
Contributed surplus | Translation Adjustment | revaluation reserve | Deficit | Total | |||||||||||||||||||||||||
Balance, December 31, 2019 | 6,530,560 | - | $ | 20 | $ | - | $ | - | $ | - | $ | (274,733 | ) | $ | (274,713 | ) | ||||||||||||||||
Issuance of Old Digihost shares for transfer of lease and property and equipment and intangibles (notes 7, 9, 10 and 11) | - | - | 4,264,000 | - | - | - | - | 4,264,000 | ||||||||||||||||||||||||
Cancellation of founder shares (note 13(b)(ii)) | - | - | (20 | ) | - | - | - | - | (20 | ) | ||||||||||||||||||||||
Shares issued pursuant to reverse takeover transaction (note 3) | 29,820,000 | - | 5,914,916 | - | - | - | - | 5,914,916 | ||||||||||||||||||||||||
Private placement (note 13(b)(i)) | 5,592,487 | - | 4,021,033 | - | - | - | - | 4,021,033 | ||||||||||||||||||||||||
Share exchange for proportionate voting shares (note 13(b)(i)) | (1,999,997 | ) | 10,000 | - | - | - | - | - | - | |||||||||||||||||||||||
Shares issued as payment for accounts payable | 130,611 | - | 94,639 | - | - | - | - | 94,639 | ||||||||||||||||||||||||
Share based compensation | - | - | - | 304,945 | - | - | - | 304,945 | ||||||||||||||||||||||||
Transaction with owners | 40,073,661 | 10,000 | 14,294,588 | 304,945 | - | - | (274,733 | ) | 14,324,800 | |||||||||||||||||||||||
Revaluation of digital currency | - | - | - | - | - | (137,014 | ) | - | (137,014 | ) | ||||||||||||||||||||||
Net loss for the period | - | - | - | - | - | - | (628,810 | ) | (628,810 | ) | ||||||||||||||||||||||
Total comprehensive loss for the period | - | - | - | - | - | (137,014 | ) | (628,810 | ) | (765,824 | ) | |||||||||||||||||||||
Balance, March 31, 2020 | 40,073,661 | 10,000 | $ | 14,294,588 | $ | 304,945 | $ | - | $ | (137,014 | ) | $ | (903,543 | ) | $ | 13,558,976 | ||||||||||||||||
Balance, December 31, 2020 | 40,073,661 | 10,000 | $ | 12,541,038 | $ | 1,267,551 | $ | 118,162 | $ | 1,982,501 | $ | (5,465,446 | ) | $ | 10,443,806 | |||||||||||||||||
Private placements (note 13(b)(vi)(vii)(viii)) | 14,651,443 | - | 22,581,656 | 748,525 | - | - | - | 23,330,181 | ||||||||||||||||||||||||
Cost of issue -cash (note 13(b)(viii)) | - | - | (1,978,303 | ) | - | - | - | - | (1,978,303 | ) | ||||||||||||||||||||||
Cost of issue - broker warrants (note 13(b)(viii)) | - | - | (1,227,581 | ) | 1,227,581 | - | - | - | - | |||||||||||||||||||||||
Shares issued as payment for accounts payable (note 13(b)(v)) | 200,000 | - | 305,055 | - | - | - | - | 305,055 | ||||||||||||||||||||||||
Share cancelled (note 13(b)(iv)) | (69,500 | ) | - | (21,750 | ) | - | - | - | (17,081 | ) | (38,831 | ) | ||||||||||||||||||||
Share based compensation | - | - | - | 1,165,542 | - | - | - | 1,165,542 | ||||||||||||||||||||||||
Transaction with owners | 54,855,604 | 10,000 | 32,200,115 | 4,409,199 | 118,162 | 1,982,501 | (5,482,527 | ) | 33,227,450 | |||||||||||||||||||||||
Foreign currency translation adjustment | - | - | - | - | 1,456 | - | - | 1,456 | ||||||||||||||||||||||||
Revaluation of digital currency | - | - | - | - | - | 5,836,561 | - | 5,836,561 | ||||||||||||||||||||||||
Net loss for the period | - | - | - | - | - | - | 72,957 | 72,957 | ||||||||||||||||||||||||
Total comprehensive loss for the period | - | - | - | - | 1,456 | 5,836,561 | 72,957 | 5,910,974 | ||||||||||||||||||||||||
Balance, March 31, 2021 | 54,855,604 | 10,000 | $ | 32,200,115 | $ | 4,409,199 | $ | 119,618 | $ | 7,819,062 | $ | (5,409,570 | ) | $ | 39,138,424 |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
- 5 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2021
(Expressed in United States Dollars) (Unaudited)
1. | Nature of operations and going concern |
Digihost Technology Inc. (the “Digihost”) was incorporated in British Columbia, Canada, on February 18, 2017 as Chortle Capital Corp and subsequently changed its name to HashChain Technology Inc. on September 18, 2017, and again to Digihost Technology Inc. on February 14, 2020. Digihost and its subsidiary (together the “Company”) is a blockchain technology company with operations in cryptocurrency mining. The head office of the Company is located at 1001 East Delavan Avenue, Buffalo, New York, 14215.
On February 14, 2020, a reverse takeover transaction (the “RTO Transaction”) between Digihost International, Inc. (“Old Digihost”) and HashChain Technology Inc. (“HashChain”) was completed (note 3). On completion of the RTO Transaction, Old Digihost was determined to be the accounting acquirer and accordingly, the financial statements are a continuation of the Old Digihost. In connection with completion of the RTO Transaction, HashChain has changed its name to “Digihost Technology Inc.”. The Company carried on the business of HashChain as a Tier 2 technology issuer under the symbol “DGHI”. Digihost subordinate voting shares were listed for trading on the TSX Venture Exchange (“TSXV”) February 20, 2020.
These unaudited interim consolidated financial statements of the Company were reviewed, approved and authorized for issue by the Board of Directors on May 19, 2021.
The unaudited interim consolidated financial statements have been prepared using International Financial Reporting Standards (“IFRS”) applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern. It would, in this situation, be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying financial statements. Such adjustments could be material.
As at March 31, 2021, the Company had an accumulated deficit of $5,409,570 (December 31, 2020 - $5,465,446). Net income for the three months ended March 31, 2021 was $72,957 (year ended December 31, 2020 - loss of $5,190,713). The Company had a working capital of $26,850,496 as at March 31, 2021 (December 31, 2020 - $1,650,708). These conditions raise material uncertainties which may cast doubt as to whether the Company will be able to continue as a going concern. Subsequent to the year-end, the Company closed a private placement of CAD$25 million (note 19).
These unaudited interim consolidated financial statements have been prepared on a going concern basis, which presumes realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern, namely its ability to generate sufficient cash resources to meet its obligations for at least twelve months from the end of the reporting period, is dependent upon its ability to arrange future financing, which is largely dependent upon prevailing capital market conditions, continued support of its shareholder base and achieving positive cash flows from operations. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business. Such adjustments could be material.
2. | Significant accounting policies |
(a) Statement of compliance
The Company applies IFRS as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the IFRS Interpretations Committee. These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements.
The policies applied in these unaudited interim consolidated financial statements are based on IFRS issued and outstanding as of May 19, 2021, the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited interim consolidated financial statements as compared with the most recent annual financial statements as at and for the year ended December 31, 2019. Any subsequent changes to IFRS that are given effect in the Company’s annual financial statements for the year ending December 31, 2020 could result in restatement of these unaudited interim consolidated financial statements.
- 6 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2021
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
(b) Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Company.
At the date of authorization of these consolidated financial statements, several new, but not yet effective, standards and amendments to existing standards, and interpretations have been published by the IASB. None of these standards or amendments to existing standards have been adopted early by the Company. Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments and interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Company’s consolidated financial statements.
(c) Critical accounting judgements, estimates and assumption
The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the year in which the estimate is revised and future years if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Significant judgements
(i) Income from digital currency mining
The Company recognizes income from digital currency mining from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. The coins are recorded on the statement of financial position, as digital currencies, at their fair value less costs to sell and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit or loss in accordance with the Company’s treatment of its digital currencies as a traded commodity.
There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining and strategic selling of digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of income from digital currency mining for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations, including the stage of completion being the completion and addition of a block to a blockchain and the reliability of the measurement of the digital currency received.
- 7 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2021
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
(c) Critical accounting judgements, estimates and assumption (continued)
Significant judgements (continued)
(ii) Business combination
Management uses judgement to determines whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.
The Company completed the RTO Transaction in February 2020 (note 3) and concluded that the entity acquired did qualify as a business combination under IFRS 3, “Business Combinations”, as significant processes were acquired. Accordingly, the RTO Transaction has been accounted for as a business combination.
(iii) Going concern
The assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements as discussed in note 1.
(iv) Leases – incremental borrowing rate
Judgment is applied when determining the incremental borrowing rate used to measure the lease liability of each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest rate the Company would pay to borrow at a similar term and with similar security.
(v) Income, value added, withholding and other taxes
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the year in which such determination is made.
Significant estimates
(i) Determination of asset and liability fair values and allocation of purchase consideration
Significant business combinations require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date of assets acquired requires management to make certain judgements and estimates about future events, including but not limited to availability of hardware and expertise, future production opportunities, future digital currency prices and future operating costs.
(ii) Useful lives of property, plant and equipment
Depreciation of data miners and equipment are an estimate of its expected life. In order to determine the useful life of computing equipment, assumptions are required about a range of computing industry market and economic factors, including required hashrates, technological changes, availability of hardware and other inputs, and production costs.
- 8 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2021
(Expressed in United States Dollars) (Unaudited)
2. | Significant accounting policies (continued) |
(c) Critical accounting judgements, estimates and assumption (continued)
Significant estimates (continued)
(iii) Digital currency valuation
Digital currencies consist of cryptocurrency denominated assets (note 4) and are included in current assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position.
(iv) Impairment of goodwill
Goodwill is tested for impairment if there is an indicator of impairment and annually for all CGUs with goodwill. The Company considers both external and internal sources of information for indications that goodwill is impaired. External sources of information we consider include changes in the market and economic and legal environment in which the CGU operates that are not within its control and affect the recoverable amount of goodwill. Internal sources of information considered include the strategic plans for the Company including estimates of revenue and other indications of economic performance of the assets.
3. | Reverse takeover |
On February 14, 2020, there was a RTO Transaction between Old Digihost and HashChain. In connection with completion of the RTO Transaction, HashChain acquired all the issued and outstanding shares of Old Digihost in exchange for 29,820,000 subordinate voting shares of the Company. In substance, the transaction involves Old Digihost shareholders obtaining control of the Company; accordingly, the transaction is considered to be a reverse acquisition transaction under which Old Digihost is identified as the accounting acquirer.
At the time of the transaction, HashChain had operations in cryptocurrency mining and met the definition of a business, and the transaction was accordingly considered a business combination. The purpose of the RTO Transaction was to acquire the operations of HashChain and to obtain listing on a public exchange. The transaction costs associated with this RTO Transaction was $59,149.
As Old Digihost was deemed to be the acquirer for accounting purposes, these consolidated financial statements present the historical financial information to the date of the Transaction are those of Old Digihost presented as a continuation of Old Digihost.
Pursuant to the business combination transaction, the net assets acquired from the acquisition are to be recorded at their estimated fair values in accordance with IFRS 3. The allocation of the purchase consideration is as follows:
Consideration | ||||
Fair value of 6,530,560 subordinate voting shares of Hashchain (1) | $ | 2,957,458 | ||
Net assets acquired | ||||
Property, plant and equipment | $ | 2,244,509 | ||
Accounts payable and other payables | (576,957 | ) | ||
1,667,552 | ||||
Goodwill acquired (2) | 1,289,906 | |||
$ | 2,957,458 |
- 9 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2021
(Expressed in United States Dollars) (Unaudited)
3. | Reverse takeover (continued) |
(1) | The common shares issued were valued based on the HashChain closing price of CAD$0.60 on the TSXV on February 14, 2020. |
(2) | The goodwill acquired from the RTO Transaction is primarily attributable to the synergies expected to arise from vertical integration of the cryptocurrency mining operations which is the only segment of the Company. |
4. | Digital currencies |
The Company’s holdings of digital currencies consist of the following:
As at
March 31, 2021 |
As at
December 31, 2020 |
|||||||
Bitcoin | $ | 15,159,349 | $ | 4,508,042 |
The continuity of digital currency was as follows:
Number of Bitcoin | Amount | |||||||
Balance, December 31, 2020 | 154 | $ | 4,508,042 | |||||
Bitcoin mined | 105 | 4,767,075 | ||||||
Bitcoin received from private placement | 1 | 47,671 | ||||||
Revaluation adjustment(1) | - | 5,836,561 | ||||||
Balance, March 31, 2021 | 260 | $ | 15,159,349 | |||||
Bitcoin - current(2) | 260 | $ | 15,159,349 |
(1) | Digital assets held are revalued each reporting period based on the fair market value of the price of bitcoin on the reporting date. As at March 31, 2021, the price of bitcoin was $58,343 resulting in a revaluation gain of $5,836,561 recorded to other comprehensive income. |
(2) | Bitcoin that is held by the Company and available for use as at March 31, 2021. |
5. | Prepaid expenses |
As at | As at | |||||||
March 31, | December 31, | |||||||
2021 | 2020 | |||||||
Prepaid insurance | $ | 292,405 | $ | 12,622 |
6. | Loan receivable |
As at March 31, 2021, Nyam, LLC, a company controlled by the Chief Executive Officer (“CEO”) was owed $141,552 (December 31, 2020 - $141,552). These amounts are non-interest bearing, unsecured and due on demand.
- 10 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2021
(Expressed in United States Dollars) (Unaudited)
7. | Property, plant and equipment |
Data | Leasehold | |||||||||||||||
miners | Equipment | improvement | Total | |||||||||||||
Cost | ||||||||||||||||
Balance - December 31, 2019 | $ | - | $ | - | $ | - | $ | - | ||||||||
Additions | 3,558,280 | (1) | 2,760,000 | (2) | 1,040,000 | (2) | 7,358,280 | |||||||||
Acquired from RTO Transaction | 2,244,509 | - | - | 2,244,509 | ||||||||||||
Balance - December 31, 2020 | $ | 5,802,789 | $ | 2,760,000 | $ | 1,040,000 | $ | 9,602,789 | ||||||||
Additions | 4,025,000 | - | (2) | - | (2) | 4,025,000 | ||||||||||
Balance - March 31, 2021 | $ | 9,827,789 | $ | 2,760,000 | $ | 1,040,000 | $ | 13,627,789 | ||||||||
Accumulated depreciation | ||||||||||||||||
Balance - December 31, 2019 | $ | - | $ | - | $ | - | $ | - | ||||||||
Depreciation | 2,538,211 | 479,888 | 87,056 | 3,105,155 | ||||||||||||
Balance - December 31, 2020 | $ | 2,538,211 | $ | 479,888 | $ | 87,056 | $ | 3,105,155 | ||||||||
Depreciation | 857,653 | 144,256 | 26,003 | 1,027,912 | ||||||||||||
Balance - March 31, 2021 | $ | 3,395,864 | $ | 624,144 | $ | 113,059 | $ | 4,133,067 | ||||||||
Net carrying value | ||||||||||||||||
As at December 31, 2020 | $ | 3,264,578 | $ | 2,280,112 | $ | 952,944 | $ | 6,497,634 | ||||||||
As at March 31, 2021 | $ | 6,431,925 | $ | 2,135,856 | $ | 926,941 | $ | 9,494,722 |
(1) | In February 2020, $2,404,020 was purchased from Nyam, LLC to Digihost. Nyam LLC, is a company controlled by the Chief Executive Officer of Digihost. |
(2) | Assets acquired as part of facility lease assignment prior of the closing of the RTO Transaction (see note 11). |
8. | Goodwill |
As
at
|
As
at
|
|||||||
Balance, beginning of period | $ | 1,342,281 | $ | - | ||||
RTO transaction | - | 1,289,906 | ||||||
Foreign currency translation | 15,655 | 52,375 | ||||||
Balance, end of period | $ | 1,357,936 | $ | 1,342,281 |
For the realization of its impairment test, management has used the approach of fair value less costs to sell. The fair value is derived from the market capitalization of the Company as March 31, 2021 and management determined that the fair value less cost of sales, was higher than the carrying value of the CGU. Following this analysis, management has determined that no impairment was necessary. For these tests, the Company allocates all of its goodwill to a single CGU, the Company as a whole, since this is the lowest level at which goodwill is monitored for internal purposes.
- 11 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2021
(Expressed in United States Dollars) (Unaudited)
9. | Intangible asset |
Intangible asset relates to the right of use of an electric power facility.
As at | As at | |||||||
March 31, | December 31, | |||||||
2021 | 2020 | |||||||
Balance, beginning of period | $ | 1,572,500 | $ | - | ||||
Addition at cost | - | 1,680,000 | ||||||
Amortization | (32,311 | ) | (107,500 | ) | ||||
Balance, end of period | $ | 1,540,189 | $ | 1,572,500 |
10. | Right-of-use assets |
As at | As at | |||||||
March 31, | December 31, | |||||||
2021 | 2020 | |||||||
Balance, beginning of period | $ | 2,413,720 | $ | - | ||||
Additions | - | 2,588,107 | ||||||
Depreciation | (49,573 | ) | (174,387 | ) | ||||
Balance, end of period | $ | 2,364,147 | $ | 2,413,720 |
Rights-of-use assets are depreciated over a 13 year term. Refer to note 11 for further details.
11. | Lease liabilities |
On February 14, 2020, prior to the closing of the RTO Transaction, BIT Management, LLC, Nyam, LLC and BIT Mining International, LLC (collectively the “Sellers”, all companies controlled by the CEO of Digihost) sold to the Company leasehold improvements and equipment and transferred and assigned the lease of the 1001 East Delavan facility. As consideration, Digihost issued 164,000 common shares. These transactions resulted in increases in equipment of $2,760,000, leasehold improvements of $1,040,000, intangible assets of $1,680,000 and right of use assets and lease liabilities of $2,588,107 for a total of $5,480,000 recorded in share capital.
The leases have an initial term ending in March 2023 and have renewal options. The Company intends to renew the leases for an additional 10 years. The Company used a borrowing rate of 10%.
Nyam, LLC made security deposits of $37,917 on the lease. The lease is also guaranteed personally by the CEO.
The continuity of the lease liabilities are presented in the table below:
As at
March 31,
|
As
at December 31,
|
|||||||
Balance, beginning of period | $ | 2,546,160 | $ | - | ||||
Additions | - | 2,588,107 | ||||||
Interest | 59,178 | 216,434 | ||||||
Lease payments | (86,702 | ) | (258,381 | ) | ||||
Balance, end of period | $ | 2,518,636 | $ | 2,546,160 | ||||
Current portion | $ | 115,208 | $ | 111,672 | ||||
Non-current portion | 2,403,428 | 2,434,488 | ||||||
Total lease liabilities | $ | 2,518,636 | $ | 2,546,160 |
- 12 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2021
(Expressed in United States Dollars) (Unaudited)
11. | Lease liabilities (continued) |
Maturity analysis - contractual undiscounted cash flows
As at March 31, 2021 | ||||
Less than one year | $ | 260,965 | ||
One to five years | 1,405,556 | |||
More than five years | 2,547,896 | |||
Total undiscounted lease obligations | $ | 4,214,417 |
12. | Loans payable |
The Company procured loans as follows:
As
at
|
As
at
|
|||||||
Loans at interest rate of 8%, payable on demand. Secured by bitcoin equivalent to 120% of the value of the loan. When the market value of the collateral drops to less than 110% or exceeds 120% of the loan, bitcoins must be transferred to or from the lender to maintain the collateral amount. | $ | - | $ | 1,182,333 | ||||
Loans at interest rate of 6.5% and 9.5%, maturing in January 2021. Secured by bitcoin equivalent to 80% of the value of the loan. When the market value of the collateral drops to less than 80% or exceeds 120% of the loan, bitcoins must be transferred to or from the lender to maintain the collateral amount. | - | 385,750 | ||||||
Loan at interest rate of 17.5%, maturing on April 1, 2022. The loan is to be repaid in 24 monthly payment of $19,873, capital and interest. The loan is secured by bitcoin equivalent to 120% of the value of the loan. | - | 400,000 | ||||||
Loan at interest rate of 17.5%, maturing on April 1, 2022. The loan is to be repaid in 24 monthly payment of $28,568, capital and interest. The loan is secured by bitcoin equivalent to 120% of the value of the loan. | - | 575,000 | ||||||
Loan under Paycheck Protection Program(1) | 41,495 | - | ||||||
Total loans | $ | 41,495 | $ | 2,543,083 | ||||
Current | $ | 41,495 | $ | 2,010,172 | ||||
Non-current | $ | - | $ | 532,911 |
(1) | On February 18, 2021, the Company received loan proceeds in the amount of approximately $41,495 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act, provides loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The Company utilized the funds received as intended and will be applying for loan forgiveness during the second quarter of 2021. |
- 13 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2021
(Expressed in United States Dollars) (Unaudited)
12. | Loans payable (continued) |
As
at
|
As
at
|
|||||||
Balance, beginning of the period | $ | 2,543,083 | $ | - | ||||
New loans | 1,473,495 | 2,543,083 | ||||||
Repayment of loans | (3,975,083 | ) | - | |||||
Balance, end of the period | $ | 41,495 | $ | 2,543,083 |
13. | Share capital |
a) Authorized share capital
Unlimited subordinate voting shares without par value and conferring 1 vote per share.
Unlimited proportionate voting shares without par value, conferring 200 votes per share, convertible at the holder’s option into subordinate voting shares on a basis of 200 subordinate voting shares for 1 proportionate voting shares.
b) Subordinate voting shares and proportionate voting shares issued
(i) In 2019, the Company closed a non-brokered private placement, for aggregate gross proceeds of $4,064,431 (CAD$5,395,338) from the sale of 5,481,912 common share subscription receipts at a price of CAD$0.96, with each common share subscription receipt exchangeable for one common share of Digihost, and 110,575 unit subscription receipts at a price of CAD$1.20 per unit subscription receipt, with each unit subscription receipt exchangeable for one unit. Each unit consisted of one subordinate voting share and one subordinate voting share purchase warrant of Digihost. Each warrant entitles the holder thereof to acquire one subordinate voting share at a price of CAD$1.75 with expiry date August 14, 2021. The proceeds were received prior to December 31, 2020 and were recorded as subscription liability. In February 2020, prior to the closing of the RTO transaction, the subscription receipts were exchanged for 5,592,487 common shares of Digihost and then exchanged for 5,592,487 subordinate voting shares of the Company.
The grant date fair value of the 110,575 warrants was estimated as $20,000.
In addition, immediately prior to completion of the RTO Transaction, the Company exchanged 1,999,997 subordinate voting shares of Digihost owned by the CEO and director of Digihost for 10,000 proportionate voting shares.
(ii) On February 14, 2020, the Company cancelled the 2 founder shares of Old Digihost.
(iii) On February 14, 2020, the Company issued 130,911 subordinate voting shares as settlement of payables of $59,149.
(iv) On December 7, 2020, the Company announced that it has received approval to undertake, at the Company’s discretion, a normal course issuer bid program to purchase up to 2,003,683 of its subordinate voting shares for cancellation (the “Bid”). The Company received acceptance from the TSXV to commence the Bid on December 10, 2020. The Bid will terminate on December 10, 2021, or on an earlier date in the event that the maximum number of subordinate voting shares sought in the Bid has been repurchased. The Company reserves the right to terminate the Bid at any time. As at March 31, 2021, the Company repurchased and cancelled 69,500 subordinate voting shares.
(v) On February 9, 2021, the Company issued 200,000 subordinate voting shares (valued at $305,055) to settle a debt of $40,000 with two third-party creditors.
(vi) On January 8, 2021, the Company closed a non-brokered private placement for 349,876 subordinate voting shares for CAD$0.81 for gross proceeds of $220,551.
- 14 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2021
(Expressed in United States Dollars) (Unaudited)
13. | Share capital (continued) |
(vii) On February 18, 2021, the Company closed a non-brokered private placement financing for 4,938,271 subordinate voting shares for CAD$0.81 for gross proceeds of $3,124,018 (CAD$4,000,000). In connection with the private placement, the Company will pay a commission of 148,148 Shares to third party advisors.
(viii) On March 16, 2021, the Company closed a non-brokered private placement financing for 9,363,296 units for CAD$2.67 per unit for gross proceeds of $19,985,611 (CAD$25 million). Each unit consists of 9,363,296 subordinate voting shares of the Company and warrants to purchase 9,363,296 subordinate voting shares. The warrants have an exercise price of CAD$3.14 per Share and exercise period of three years from the issuance date.
H.C. Wainwright & Co. acted as the exclusive placement agent and received cash commission and expenses totalled
$1,978,303 and 749,064 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder to purchase one subordinate voting share at an exercise price of CAD$3.3375 at any time for a period of three years from the issuance date. The warrants and broker warrants were assigned an aggregate value of $1,976,106 using the residual method.
14. | Warrants |
Number of
Warrants |
Weighted
Average Exercise Price (CAD$) |
|||||||
Balance, December 31, 2019 | - | - | ||||||
Issued (note 13(b)(i)) | 110,575 | 1.75 | ||||||
Balance, March 31, 2020 | 110,575 | 1.75 | ||||||
Balance, December 31, 2020 | 110,575 | 1.75 | ||||||
Issued (note 13(b)(viii)) | 10,112,360 | 3.15 | ||||||
Balance, March 31, 2021 | 10,222,935 | 3.14 |
The following table reflects the warrants issued and outstanding as of March 31, 2021:
Number of
Warrants Outstanding |
Exercise
Price (CAD$) |
Weighted
Average Contractual Life (years) |
Expiry Date | |||||||||
110,575 | 1.75 | 0.37 | August 14, 2021 | |||||||||
9,363,296 | 3.14 | 2.96 | March 16, 2024 | |||||||||
749,064 | 3.3375 | 2.96 | March 16, 2024 | |||||||||
10,222,935 | 3.14 | 2.93 |
- 15 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2021
(Expressed in United States Dollars) (Unaudited)
15. | Stock options |
The Company has a stock option plan whereby the maximum number of shares subject to the plan, in the aggregate, shall not exceed 10% of the Company’s issued and outstanding shares. The exercise price shall be no less than the discount market price as determined in accordance with TSXV policies.
The following table reflects the continuity of stock options for the periods presented below:
Number of
Stock Options |
Weighted
Average Exercise Price (CAD$) |
|||||||
Balance, December 31, 2019 | - | - | ||||||
Granted (i) | 1,875,000 | 0.96 | ||||||
Balance, March 31, 2020 | 1,875,000 | 0.96 | ||||||
Balance, December 31, 2020 | 1,875,000 | 0.96 | ||||||
Granted (ii)(iii)(iv) | 3,400,491 | 1.98 | ||||||
Balance, March 31, 2021 | 5,275,491 | 1.62 |
(i) On February 14, 2020, the Company granted stock options to directors, officers and consultants of the Company to acquire an aggregate of 1,875,000 subordinate voting shares. The stock options may be exercised at a price of CAD$0.96 per share and expire on February 14, 2025. The stock options vest six months after grant date.
A value of CAD$0.88 per option was estimated for the 1,875,000 stock options on the date of grant with the following assumptions and inputs: share price of CAD$0.96; exercise price of CAD$0.96; expected dividend yield of 0%; expected volatility of 154% which is based on comparable companies; risk-free interest rate of 1.37%; and an expected average life of five years. An expense of $1,247,551 was recorded during the year ended December 31, 2020.
(ii) On January 5, 2021, the Company granted stock options to directors, officers, employees and consultants of the Company to acquire an aggregate of 1,650,491 subordinate voting shares. Each stock option is exercisable into a subordinate voting share at a price of CAD$1.25 and expire on January 5, 2026. The stock options vest fully on the six- month anniversary of the date of grant.
A value of CAD$0.92 per option was estimated for the 1,650,491 stock options on the date of grant with the following assumptions and inputs: share price of CAD$1.01; exercise price of CAD$1.25; expected dividend yield of 0%; expected volatility of 155% which is based on comparable companies; risk-free interest rate of 0.39%; and an expected average life of five years. For the three months ended March 31, 2021, an expense of $566,274 was recorded.
(iii) On February 24, 2021, the Company granted stock options to consultants of the Company to acquire an aggregate of 150,000 subordinate voting shares. Each stock option is exercisable into a subordinate voting share at a price of CAD$4.64 and expire on February 24, 2026. The stock options vested immediately.
A value of CAD$4.26 per option was estimated for the 150,000 stock options on the date of grant with the following assumptions and inputs: share price of CAD$4.64; exercise price of CAD$4.64; expected dividend yield of 0%; expected volatility of 155% which is based on comparable companies; risk-free interest rate of 0.73%; and an expected average life of five years. For the three months ended March 31, 2021, an expense of $504,976 was recorded.
- 16 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2021
(Expressed in United States Dollars) (Unaudited)
15. | Stock options (continued) |
(iv) On March 26, 2021, the Company granted stock options to directors, officers, employees and consultants of the Company to acquire an aggregate of 1,600,000 subordinate voting shares. Each stock option is exercisable into a subordinate voting share at a price of CAD$2.49 and expire on March 25, 2026. The stock options vest fully on the six- month anniversary of the date of grant.
A value of CAD$2.29 per option was estimated for the 1,600,000 stock options on the date of grant with the following assumptions and inputs: share price of CAD$2.49; exercise price of CAD$2.49; expected dividend yield of 0%; expected volatility of 155% which is based on comparable companies; risk-free interest rate of 0.90%; and an expected average life of five years. For the three months ended March 31, 2021, an expense of $94,292 was recorded.
The following table reflects the stock options issued and outstanding as of March 31, 2021:
Expiry Date | Exercise Price (CAD$) |
Weighted Average Remaining Contractual Life (years) |
Number of Options Outstanding |
Number of Options Vested (exercisable) |
Number of Options Unvested | |||||||||||||||
February 14, 2025 | 0.96 | 3.88 | 1,875,000 | 1,875,000 | - | |||||||||||||||
January 5, 2026 | 1.25 | 4.77 | 1,650,491 | - | 1,650,491 | |||||||||||||||
February 24, 2026 | 4.64 | 4.91 | 150,000 | - | 150,000 | |||||||||||||||
March 25, 2026 | 2.49 | 4.99 | 1,600,000 | - | 1,600,000 | |||||||||||||||
1.62 | 4.52 | 5,275,491 | 1,875,000 | 3,400,491 |
16. | Related party transactions |
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties include key management personnel and may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions are recorded at the exchange amount, being the amount agreed to between the related parties.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and members of the Board of Directors.
Remuneration of key management personnel of the Company was as follows:
Three Months Ended
March 31, |
||||||||
2021 | 2020 | |||||||
Professional fees (1) | $ | 10,248 | $ | 9,603 | ||||
Share based compensation (2) | 532,228 | 256,154 | ||||||
$ | 542,476 | $ | 265,757 |
(1) | In September 2019, Ms. Cindy Davis was appointed Chief Financial Officer of the Company. Ms. Davis is also a senior employee of Marrelli Support Services Inc. (“Marrelli Support”). Marrelli Support also provides accounting services to the Company. As at March 31, 2021, Marrelli Support was owed $5,598 (December 31, 2020 - $9,784). | |
(2) | Represents the share based compensation for officer and directors. |
A Surety Bond of $341,000 issued to a supplier is guaranteed by Nyam, LLC, a company controlled by the CEO.
See notes 6, 7, 11 and 12 for additional related party transactions.
- 17 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2021
(Expressed in United States Dollars) (Unaudited)
17. | Additional information on the nature of comprehensive loss components |
Three Months Ended
March 31, |
||||||||
2021 | 2020 | |||||||
Expenses for employee benefits | ||||||||
Operating and maintenance costs | $ | 86,778 | $ | 24,940 | ||||
Professional fees | 10,248 | 9,603 | ||||||
Share based compensation | 1,165,542 | 304,945 | ||||||
$ | 1,262,568 | $ | 339,488 | |||||
Net financial expenses | ||||||||
Interest in loans |
$ | 96,134 | $ | - | ||||
Interest on lease liabilities | 59,178 | 7,451 | ||||||
$ | 155,312 | $ | 7,451 |
18. | Segmented reporting |
The Company has one operating segment being cryptocurrency mining located in the United States. The operations of the Company are located in two geographic locations, Canada and the United States. Geographic segmentation is as follows:
As at March 31, 2021 | Canada | United States | Total | |||||||||
Current assets | $ | 123,366 | $ | 28,660,386 | $ | 28,783,752 | ||||||
Non-current assets | 1,357,936 | 13,399,058 | 14,756,994 | |||||||||
Total assets | $ | 1,481,302 | $ | 42,059,444 | $ | 43,540,746 |
As at December 31, 2020 | Canada | United States | Total | |||||||||
Current assets | $ | - | $ | 4,693,466 | $ | 4,693,466 | ||||||
Non-current assets | 1,342,281 | 10,483,854 | 11,826,135 | |||||||||
Total assets | $ | 1,342,281 | $ | 15,177,320 | $ | 16,519,601 |
19. | Subsequent events |
(i) On April 13, 2021, the Company announced the closing of a private placement for gross proceeds of CAD$25 million. The private placement consisted of the sale of 11,682,243 subordinate voting shares (“Share”) of the Company and warrants to purchase 11,682,243 subordinate voting shares (“Warrants”), at a purchase price of CAD$2.14 per Share and associated Warrant. The Warrants have an exercise price of CAD$2.37 per Share and exercise period of four years from the issuance date.
H.C. Wainwright & Co. acted as the exclusive placement agent and received (i) a cash commission equal to 8.0% of the gross proceeds of the Offering and (ii) 934,579 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder to purchase one common share at an exercise price of CAD$2.675 at any time for a period of four years from the issuance date.
- 18 -
Digihost Technology Inc.
Notes to Condensed Interim Consolidated Financial Statements
Three Months Ended March 31, 2021
(Expressed in United States Dollars) (Unaudited)
19. | Subsequent events (continued) |
(ii) On May 12, 2021, the Company announced that it had signed a definitive purchase agreement to acquire approximately 10,000 of the most technologically advanced, high-performance Bitcoin miners that will increase the Company’s current hashrate by approximately 925PH to 1.145EH, with delivery of the miners to occur between August and December of this year.
The miners have been sourced from Northern Data AG, a leading infrastructure supplier for BTC mining and other high-performance computing infrastructure solutions, and the Company is funding the purchase of the miners with capital from its equity financings closed since the beginning of 2021 of approximately CAD$54,000,000.
Pursuant to the terms of the purchase agreement, the Company has concurrently entered into a hosting agreement with Northern Data in connection with the miners, whereby Northern Data will provide services to the Company including the installation and hosting of the miners in proprietary pre-manufactured performance optimized mobile data centers to be located at Digihost’s company-owned facility. Both parties are in advanced discussions to expand the purchase agreement beyond the initial 10,000 miners up to a total of 30,000 miners, giving Digihost the potential to increase its current hashrate to approximately 3.0EH.
- 19 -
Exhibit 99.123
DIGIHOST TECHNOLOGY INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE PERIOD ENDED MARCH 31, 2021
(EXPRESSED IN UNITED STATES DOLLARS)
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Introduction
The following management’s discussion & analysis (“MD&A”) of the financial condition and results of the operations of Digihost Technology Inc. (the “Company” or “Digihost”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the period ended March 31, 2021. This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited consolidated financial statements of the Company for the years ended December 31, 2020 and 2019, together with the notes thereto. Results are reported in United States dollars, unless otherwise noted. The Company’s consolidated financial statements and the financial information contained in this MD&A, unless otherwise indicated, are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee. Information contained herein is presented as of May 19, 2021, unless otherwise indicated.
For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the “Board”), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Conic’s common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.
Information about the Company and its operations can be obtained from the offices of the Company or on the System for Electronic Documents Analysis and Retrieval (“SEDAR”) and is available for review under the Company's profile on the SEDAR website (www.sedar.com).
COVID-19
Since the beginning of 2020, the outbreak of the novel strain of coronavirus known as “COVID-19” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The Company’s employees, directors and consultants have fortunately not had any known cases of COVID-19. The duration and impact of the COVID-19 pandemic is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.
Page | 2
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Description of Business
Digihost Technology Inc. (the "Digihost") was incorporated in British Columbia, Canada, on February 18, 2017 as Chortle Capital Corp and subsequently changed its name to HashChain Technology Inc. on September 18, 2017, and again to Digihost Technology Inc. on February 14, 2020. Digihost and its subsidiary (together the "Company") is a blockchain technology company with operations in cryptocurrency mining. The head office of the Company is located at 1001 East Delavan Avenue, Buffalo, New York, 14215.
On February 14, 2020, a reverse takeover transaction (the “RTO Transaction”) between Digihost International, Inc. ("Old Digihost") and HashChain Technology Inc. ("HashChain") was completed. On completion of the RTO Transaction, Old Digihost was determined to be the accounting acquirer and accordingly, the financial statements are a continuation of the Old Digihost. In connection with completion of the RTO Transaction, HashChain has changed its name to “Digihost Technology Inc.”. The Company carried on the business of HashChain as a Tier 2 technology issuer under the symbol "DGHI". Digihost subordinate voting shares were listed for trading on the TSX Venture Exchange ("TSXV") February 20, 2020.
After completion of the RTO transaction, the mining operations of HashChain and Old Digihost vertically integrated to facilitate a significant reduction in the cost of mining to allow the Company to better weather future volatility in cryptocurrency prices and increased mining competition.
Company Highlights
Reverse takeover
On February 14, 2020, there was a RTO Transaction between Old Digihost and HashChain. In connection with completion of the RTO Transaction, all the issued and outstanding 6,530,560 HashChain common shares were exchanged for 6,530,560 Digihost subordinate voting shares and all the 5,756,487 Old Digihost common shares were exchanged for 33,412,490 Digihost subordinate voting shares and 10,000 Digihost proportionate voting shares. After the share exchange, former HashChain shareholders owned approximately 16% and former Old Digihost shareholders owned approximately 84% of the issued and outstanding Digihost subordinate voting shares. In substance, the transaction involves Old Digihost shareholders obtaining control of the Company; accordingly, the transaction is considered to be a reverse takeover transaction under which Old Digihost is identified as the accounting acquirer.
At the time of the transaction, HashChain had operations in cryptocurrency mining and met the definition of a business, and the transaction was accordingly considered a business combination.
Old Digihost, the legal subsidiary, has been treated as the accounting parent company, and the Company, the legal parent, has been treated as the accounting subsidiary in these consolidated financial statements. As Old Digihost was deemed to be the acquirer for accounting purposes, these consolidated financial statements present the historical financial information of Old Digihost to the date of the Transaction.
Page | 3
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Pursuant to the business combination transaction, the net assets acquired from the acquisition is to be recorded at their estimated fair values in accordance with IFRS 3. The allocation of the purchase consideration is as follows:
Consideration
Common shares issued pursuant to share exchange agreement (1) | $ | 2,957,458 | ||
Net assets acquired | ||||
Property, plant and equipment | 2,244,509 | |||
Accounts payable and other payable | (576,957 | ) | ||
Goodwill acquired (2) | 1,289,906 | |||
$ | 2,957,458 |
(1) | The common shares issued were valued based on the HashChain closing price of CAD$0.60 on the TSXV on February 14, 2020. |
(2) | The goodwill acquired from the RTO Transaction is primarily attributable to the synergies expected to arise from vertical integration of the cryptocurrency mining operations. |
Private placements
● | On February 14, 2020, immediately prior to completion of the RTO Transaction, the Company closed a non-brokered private placement, for aggregate gross proceeds of $4,064,431 (CAD$5,395,338) from the sale of 5,481,912 common share subscription receipts at a price of CAD$0.96, with each common share subscription receipt exchangeable for one common share of Digihost, and 110,575 unit subscription receipts at a price of CAD$1.20 per unit subscription receipt, with each unit subscription receipt exchangeable for one unit. Each unit consisted of one common share and one common share purchase warrant of Digihost. Each warrant entitles the holder thereof to acquire one common share at a price of CAD$1.75 with expiry date August 14, 2021. |
In addition, immediately prior to completion of the RTO Transaction, the Company exchanged 1,999,997 common shares of Digihost owned by the CEO and director of Digihost for 10,000 proportionate voting shares.
● | On January 8, 2021, the Company closed a non-brokered private placement for 349,876 common shares for CAD$0.81 for gross proceeds of CAD$283,400. |
● | On February 19, 2021, the Company announced the closing of a non-brokered private placement financing for aggregate gross proceeds of CAD$4,000,000 (the “Offering”). Pursuant to the Offering, the Company issued 4,938,271 subordinate voting shares of the Company. In connection with the Offering, the Company paid a commission of 148,148 shares to third party advisors. |
● | On March 17, 2021, the Company announced the Company the closing of a private placement for gross proceeds of CAD$25 million. The private placement consisted of the sale of 9,363,296 subordinate voting shares ("Share") of the Company and warrants to purchase 9,363,296 subordinate voting shares (“Warrants”). The Warrants have an exercise price of CAD$3.14 per Share and exercise period of three years from the issuance date. |
Page | 4
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
H.C. Wainwright & Co. acted as the exclusive placement agent and received (i) a cash commission equal to 8.0% of the gross proceeds of the Offering and (ii) 749,064 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder to purchase one subordinate voting share at an exercise price of CAD$3.3375 at any time for a period of three years from the issuance date.
● | On April 13, 2021, the Company announced the closing of a private placement for gross proceeds of CAD$25 million. The private placement consisted of the sale of 11,682,243 common shares ("Share") of the Company and warrants to purchase 11,682,243 common shares (“Warrants”), at a purchase price of CAD$2.14 per Share and associated Warrant. The Warrants have an exercise price of CAD$2.37 per Share and exercise period of four years from the issuance date. |
H.C. Wainwright & Co. acted as the exclusive placement agent and received (i) a cash commission equal to 8.0% of the gross proceeds of the Offering and (ii) 934,579 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder to purchase one common share at an exercise price of CAD$2.675 at any time for a period of four years from the issuance date.
Transfer of lease and acquisition of leasehold improvements
On February 14, 2020, BIT Management, LLC, Nyam, LLC and BIT Mining International, LLC (collectively the "Sellers", all companies controlled by the CEO of Digihost) and Digihost completed an agreement for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment, the transfer of the lease of the 1001 East Delavan facility and transfer of a power contract for the supply of electricity at the facility. As consideration and immediately prior to the closing of the RTO Transaction with HashChain, Digihost issued 104,000 common shares of Old Digihost for an aggregate value of $2,704,000.
On February 14, 2020, BIT Mining International LLC and Digihost completed an agreement for the sale, transfer and assignment of a 100% right, title and interest in the leasehold improvements and equipment located at a leased facility at 1001 East Delavan facility. As consideration and immediately prior to the closing of the RTO Transaction, Digihost issued 60,000 common shares of Digihost for an aggregate value of $1,560,000.
Pursuant to the RTO Transaction, holders of the Old Digihost shares received approximately 181.83 Digihost subordinate voting shares in exchange for each Old Digihost shares. Accordingly, the 164,000 Old Digihost shares were exchanged for 29,820,000 post RTO Digihost subordinate voting shares.
NASDAQ Application
As of the date of this MD&A, the Company is currently in the advanced stages of the application process for a listing of its securities on the Nasdaq Stock Exchange (the “NASDAQ”). In conjunction with the application process, the Company expects to file a registration statement with the Securities and Exchange Commission in the near-term.
Constitution of Board
After the completion of the RTO Transaction, the Board was reconstituted to consist of a slate of nine (9) directors, with each of Michel Amar, Alec Amar, Jon Williams, Adam Rossman, Manish Kshatriya, Gerard Rotonda, Gerard Guez, Donald Christie and Geoffrey Browne, recommended for election.
Page | 5
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Grant of stock options
● | On February 14, 2020, the Company granted stock options to directors, officers and consultants of the Company to acquire an aggregate of 1,875,000 common shares. The stock options may be exercised at a price of CAD$0.96 per share and expire on February 14, 2025. The stock options vest six months after grant date. |
● | On January 5, 2021, the Company granted stock options to directors, officers, employees and consultants of the Company to acquire an aggregate of 1,575,491 common shares. The stock options may be exercised at a price of CAD$1.25 per share and expire on January 5, 2026. The stock options vest six months after grant date. |
● | On March 26, 2021, the Company granted to directors, officers, employees and consultants of the Company an aggregate of 1,600,000 incentive stock options to purchase common shares under the Company’s incentive stock option plan. Each stock option is exercisable into a common share of the Company at a price of CAD$2.49 for a period of five years from the date of grant. The stock options will vest fully on the six-month anniversary of the date of grant and be subject to the terms and conditions of the Plan and the policies of the TSX Venture Exchange. |
Acquisition of Miners and power plant
● | On December 31, 2020, the Company upgraded its system through the acquisition of Antminer S19 Pro 110TH miners. The Company received loans totalling $975,000 to procure the miners. With the most efficient miners currently in the market, each unit utilizing a hash rate of 110TH and a power usage of 3300 watts (34W/TH), Digihost will be integrating and adding 15.4 PH to the Company’s hash rate in the near future. Digihost has acquired 76 PH in additional hash rate from newer and more efficient miners since the start of the year. The Company plans to continue the acquisition of the highest performing miners, further increasing the efficiency of the Company’s operations. |
● | On March 24, 2021, the Company announced that the Company has signed a binding agreement (the “Agreement”) for the purchase of a 60 MW power plant (“Digifactory1”) located in the State of New York, bringing the Company’s total power capacity to approximately 102 MW. |
Under the terms of the Agreement, the Company will pay to the vendor cash consideration of US$3,500,000 and issue to the vendor 437,318 common shares of the Company with a deemed value of US$750,000 (US$1.72 per share).
The transaction is expected to close within ninety days subject to TSX Venture Exchange and all required regulatory approvals. The securities issuable in connection therewith will be subject to a statutory four month and a day hold period.
● | On March 29, 2021, the Company announced the acquisition of 700 Bitmain S17+ 76TH miners for a total purchase price of $4.025 million, that would increase the Company’s hashrate by 50PH, or approximately 20% in the second quarter of 2021. |
The total purchase price of $4,025,000 will be comprised of cash consideration of $2.975 million and issuance to the vendor of 533,781 common shares of the Company with a deemed value of $1,050,000 (CAD$1,329,114 (CAD$2.49 per share)). The securities issuable in connection therewith will be subject to a statutory four month and a day hold period and will be subject to TSX Venture Exchange and all required regulatory approvals.
Page | 6
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
● | On May 12, 2021, the Company announced that it had signed a definitive purchase agreement to acquire approximately 10,000 of the most technologically advanced, high-performance Bitcoin miners that will increase the Company’s current hashrate by approximately 925PH to 1.145EH, with delivery of the Miners to occur between August and December of this year. |
The Miners have been sourced from Northern Data AG, a leading infrastructure supplier for BTC mining and other high-performance computing infrastructure solutions, and the Company is funding the purchase of the miners with capital from its equity financings closed since the beginning of 2021 of approximately CAD$54,000,000.
Pursuant to the terms of the Purchase Agreement, the Company has concurrently entered into a hosting agreement”) with Northern Data in connection with the Miners, whereby Northern Data will provide services to the Company including the installation and hosting of the Miners in proprietary pre-manufactured performance optimized mobile data centers to be located at Digihost’s company- owned facility. Both parties are in advanced discussions to expand the Purchase Agreement beyond the initial 10,000 Miners up to a total of 30,000 miners, giving Digihost the potential to increase its current hashrate to approximately 3.0EH.
Normal Course Issuer Bid
On December 7, 2020, the Company announced that it has received approval to undertake, at the Company’s discretion, a normal course issuer bid program to purchase up to 2,003,683 of its subordinate voting shares for cancellation (the “Bid”). The Company received acceptance from the TSXV to commence the Bid on December 10, 2020. The Bid will terminate on December 10, 2021, or on an earlier date in the event that the maximum number of common shares sought in the Bid has been repurchased. The Company reserves the right to terminate the Bid at any time.
Debt Settlement
On November 24, 2020, the Company announced that it has entered into a debt settlement agreement with two of its directors and pursuant to the debt settlement agreement will, subject to receipt of approval of the TSXV, issue an aggregate of 200,000 common shares in the capital of the Company, at a deemed price of $0.20 per common share, in consideration for the settlement of a total of $40,000 in accrued liabilities owing to the directors in respect of director fees. The debt settlement received final approval by the TSXV on January 27, 2021. All securities issued pursuant to the debt settlement are subject to a four month and one-day statutory hold period from the closing date.
On January 5, 2021, the Company announced that it has entered into a debt settlement agreement with two of its third-party creditors (the “Creditors”) and pursuant to the debt settlement agreement will, subject to receipt of approval of the TSXV, issue an aggregate of 96,815 common shares in the capital of the Company, at a deemed price of $1.05 per common share, in consideration for the settlement of a total of $80,000 in accrued liabilities owing to the Creditors in respect of consulting fees (the “Debt Settlement”). All securities to be issued pursuant to the Debt Settlement will be subject to a four month and one-day statutory hold period from the closing date. The Debt Settlement is subject to all necessary regulatory approvals including from the TSXV.
Business Overview and Plan of Operations
Digihost is a growth oriented blockchain company. As the result of recent equipment acquisitions, the Company has significantly increased its hashrate from approximately 143 Petahash in December 2020 to 189 Petahash in February 2021. The Company has the potential to expand to a rate of 3EH upon completion of the 60 MW power plant. The Company’s operating facility is located in Buffalo, New York, with over 70,000 square feet and a 115,000 KVA outdoor substation under lease and an option to lease additional facility space totalling 240,000 square feet. The Company focuses on validation through mining, hosting solutions and blockchain software solutions.
Page | 7
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Following the recent purchase agreement with Northern Data AG, the Company’s mining fleet will increase by approximately 10,000 by the end of 2021 and increase the Company’s current hashrate by approximately 925PH to 1.145EH.
The Company intends to source and utilize renewable natural gas for the operations of Digifactory1 and also engage in the practice of acquiring renewable energy certificates, all in line with the Company’s objective to mitigate its carbon footprint. Digifactory1 will have the capacity to operate an additional 18,000 top tier Bitcoin miners, which if added to the existing fleet of 11,500 miners already in operation, would combine for a total Bitcoin mining capacity of approximately 400 Bitcoins per month as of the most recent mining difficulty factor. Additionally, the expanded capacity would allow for a potential increase to the existing hashrate of 190 PH to up to 3 EH. This substantial increase in both Bitcoin mining output capacity and hashrate would be the direct result of potentially adding up to 18,000 latest generation Bitcoin miners, versus the current operating mix of 11,500 older and newer version Bitcoin miners.
The recent acquisition of the Bitmain S17+ miners that were delivered in early April 2021, combined with the current price of Bitcoin and the level of mining difficulty, the Company expects to increase the Company’s monthly mined BTC by approximately 9 BTC, which would translate to an additional $400,000 of operating profit per month. A portion of the new miners are installed at the Company’s existing mining facility in Upstate New York with the remainder to be installed in Q2 2021.
The Company intends to aggressively pursue every new opportunity that aligns with its goal to expand operations through the strategic acquisition of Bitcoin miners and low-cost sources of clean energy.
During the first quarter of 2021, the Company mined a total of 105.26 BTC, broken down by month as follows:
January 2021 | 33.70 BTC |
February 2021 | 35.02 BTC |
March 2021 | 36.54 BTC |
During May 2021, the Company elected to diversify its cryptocurrency holdings by converting approximately 31 BTC into Ethereum (ETH). As of the date of this MD&A, Digihost holds 564 ETH in its inventory, which at the approximate Ethereum price of $3,500 per ETH, values the Ethereum holdings at approximately $1,974,000.
As of the date of this MD&A, Digihost held 299 Bitcoin in its inventory from mining, which at the approximate Bitcoin price of $43,000 per BTC, values the Bitcoin at approximately $12,857,000.
Bitcoin has experienced a recent increase in price, which may be representative of the increased volatility of the global financial markets, as well as the Bitcoin halving event on May 11, 2020. A Bitcoin halving event is when the Bitcoin rewards for each block in the chain mined is cut in half, which also cuts in half the rate at which new Bitcoins enter circulation making Bitcoin scarcer. This event occurs every 4 years. After the first halving event, the Bitcoin block reward was 25, then 12.5, and on May 11, 2020 was halved again to 6.25 Bitcoins per block.
In the past, Bitcoin halvings have correlated with massive surges in Bitcoin's price. The first halving in November of 2012 saw an increase in Bitcoin prices from approximately US$12 per Bitcoin to nearly US$1,150 per Bitcoin within a year of the halving. Since the halving in May 2020, the price of Bitcoin has increased from approximately $8,600 in May 2020 to approximately $53,000 at the end of April 2021.
Page | 8
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Custodial services for digital currencies
As at March 31, 2021, Digihost did not self-custody its mined digital currencies. The Company held its mined digital currencies through arm’s-length intermediary companies that provided a hosted online wallet to hold these mined digital currencies. The Company currently custodies approximately 35% of its mined digital currencies with bitFlyer USA Inc. (“bitFlyer USA”) in San Francisco, CA. bitFlyer USA is a subsidiary of bitFlyer Inc., headquartered in Tokyo, Japan, which operates one of the largest Bitcoin exchanges by volume in the world. The Company uses the wallet services of bitFlyer USA, and bitFlyer USA is responsible for holding/safeguarding mined digital currencies. bitFlyer USA is not a Canadian financial institution or foreign equivalent. The Company is not aware of anything with regards to the custodian’s operations that would adversely affect the Company’s ability to obtain an unqualified audit opinion on its audited financial statements.
Up until March 31, 2021, approximately 80% of the Company’s mined digital currencies were held with Enigma Securities Limited (“Enigma”). Enigma is an appointed representative of Makor Securities London Ltd., which is authorized and regulated by the Financial Conduct Authority (625054). Enigma is an agency cryptocurrency broker and does not function as a custodian. Enigma holds customers’ digital assets in its offline vaulted storage system (“Cold Storage”). Enigma uses multi-signature technology to provide both security against attacks and tolerance for losing access to a key or facility, eliminating single points of failure. Enigma also requires multiple signatories and verifications in order to transfer funds out of Cold Storage. The Company is not aware of anything with regards to Engima’s operations that would adversely affect the Company’s ability to obtain an unqualified audit opinion on its audited financial statements.
In April 2021, the Company transferred all of its coin previously held by Enigma into cold storage wallets.
At March 31, 2021, the Company also had a total of 20 BTC held through Blockfills, a financial company that acts as a market maker and aggregator of crypto currency prices. Blockfills safely and securely custodies deposited crypto assets through industry leading third-party hot wallet or cold storage providers. Blockfills is not a Canadian financial institution or foreign equivalent. The Company is not aware of anything with regards to Blockfill’s operations that would adversely affect the Company’s ability to obtain an unqualified audit opinion on its audited financial statements.
In April 2021, the Company transferred all of its coin previously held by Blockfills into a cold storage wallet. In total, as of the date of this MD&A, Digihost has approximately 145 coins held in a number of cold storage wallets.
During April 2021, the Company was approved for an account with Gemini Trust Company, LLC (Gemini). Gemini is a digital currency exchange and custodian that allows customers to buy, sell, and store its digital assets. As of the date of this MD&A, the Company has holdings of approximately 14 BTC and 564 ETH coins in its Gemini account.
The Company performs credit due diligence in the normal course of business when beginning a relationship with counterparties, as well as during on-going business activities. The Company has not been able to insure its mined digital currency. Given the novelty of digital currency mining and associated businesses, insurance of this nature is generally not available, or uneconomical for the Company to obtain which leads to the risk of inadequate insurance cover.
Page | 9
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Selected Financial Information
Period ended March 31,
($) |
Year ended
December 31, 2020 ($) |
Year ended
December 31, 2019 ($) |
||||||||||
Revenue | 4,767,075 | 3,553,362 | nil | |||||||||
Net income (loss) | 72,957 | (5,190,713 | ) | (269,968 | ) | |||||||
Net income (loss) per share – basic and diluted | 0.0013 | (0.15 | ) | (741.67 | ) | |||||||
Period ended
|
As
at
|
As
at
|
||||||||||
Total assets | 43,540,746 | 16,519,601 | 3,897,511 | |||||||||
Total long-term liabilities | 2,469,066 | 3,003,037 | nil |
Selected Quarterly Information
A summary of selected information for each of the eight most recent quarters prepared in accordance with IFRS is as follows:
Net Income or (Loss) | ||||||||||||||||
Three Months Ended |
Revenues
($) |
Total
($) |
Per
Share -
|
Per
Share -
|
||||||||||||
2020-March 31 | 4,767,075 | 72,957 | 0.0013 | 0.0013 | ||||||||||||
2020-December 31 | 1,187,362 | (1,472,103 | ) | (0.15 | ) | (0.15 | ) | |||||||||
2020-September 30 | 437,813 | (1,659,259 | ) | (0.04 | ) | (0.04 | ) | |||||||||
2020-June 30 | 1,089,877 | (1,293,527 | ) | (0.03 | ) | (0.03 | ) | |||||||||
2020-March 31 | 838,310 | (765,824 | ) | (0.04 | ) | (0.04 | ) | |||||||||
2019-December 31 | - | (80,692 | ) | (40,346 | ) | (40,346 | ) | |||||||||
2019-September 30 | - | (65,884 | ) | (32,942 | ) | (32,942 | ) | |||||||||
2019-June 30 | - | (120,399 | ) | (61,696 | ) | (61,696 | ) |
Page | 10
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Results of Operations
For the three months ended March 31, 2021 compared to the three months ended March 31, 2020:
For the three months ended March 31, 2021, the Company’s net income was $72,957 compared to a net loss of $628,810 for the three months ended March 31, 2020. The year over year decrease in net loss of $701,767 is a result of the following:
● | During the three months ended March 31, 2021, the Company recognized gross profit of $2,108,135 as a result of the mining of digital currencies from its cryptocurrency mining operations. |
● | As an offset to net income, during the three months ended March 31, 2021, the Company recorded share-based compensation of $1,165,542. This represents the expense associated with the approximately $3.4m of stock options that were granted during the period. |
Liquidity and Financial Position
As of March 31, 2021, the Company had working capital of $26,850,496, which includes cash of $13,190,446 and digital currencies of $15,159,349. The Company commenced earning revenue from digital currency mining in mid-February 2020, however it has limited history and no assurance that historical performance will be indicative of future performance.
The Company’s ability to continue as a going concern is dependent on the Company’s ability to efficiently mine and liquidate digital currencies, manage operational expenses and raise additional funds through debt or equity financing.
There is no assurance that the Company will be able to access equity funding at the times and in the amounts required to meet the Company’s obligations and fund activities. The outlook for the world economy remains uncertain and vulnerable to various events that could adversely affect the Company’s ability to raise additional funding going forward.
Cash flows
Operating Activities
Cash used in operating activities for the period ended March 31, 2021 was $1,540,561. Cash flows resulted from net income of $72,957, an increase in accounts payable and accrued liabilities and increases in amounts receivable and prepaid assets and digital currencies.
Investing Activities
Cash used in investing activities for the period ended March 31, 2021 was $4,025,000 for the purchase of mining equipment.
Financing Activities
Cash provided by financing activities for the period ended March 31, 2020 was $18,724,757. The Company received proceeds from a private placement of $21,351,878, made lease payments of $86,702, repaid custodial loans of $3,975,083 and received net funds from loans of $1,473,495.
Page | 11
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
ADJUSTED EBITDA – NON-GAAP MEASURE
“Adjusted EBITDA” is a metric used by management which is income (loss) from operations, as reported, before interest, tax, and adjusted for removing other non-cash items, including the stock-based compensation expense, depreciation, and further adjusted to remove acquisition related costs. Management believes “Adjusted EBITDA” is a useful financial metric to assess its operating performance on a cash basis before the impact of non-cash items and acquisition related activities.
Three
months ended
March 31 |
||||||||
2021 | 2020 | |||||||
Income (Loss) before other items | $ | 72,957 | $ | (628,810 | ) | |||
Share-based compensation | 1,165,542 | 304,945 | ||||||
Depreciation | 1,109,796 | 363,290 | ||||||
Adjusted EBITDA | 2,348,295 | 39,245 |
Loan Receivable (Payable) and Related Party Transactions
Loan receivable from related party
During the year ended December 31, 2019, Nyam, LLC, a company controlled by the Chief Executive Officer ("CEO") received net loan proceeds of $2,431,655. In February 2020, $2,404,020 of this amount was settled through the purchase of data miners from Nyam. These amounts are non-interest bearing, unsecured and due on demand.
Related Party Transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties include key management personnel and may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions are recorded at the exchange amount, being the amount agreed to between the related parties.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and members of the Board of Directors.
Page | 12
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Remuneration of key management personnel of the Company was as follows:
Three Months Ended
March 31, 2021 |
Three Months Ended March 31,
2020 |
|||||||
Professional fees (1) | $ | 10,248 | $ | 9,603 | ||||
Share based compensation(2) | 532,228 | 256,154 | ||||||
Total | $ | 542,476 | $ | 265,757 |
(1) | In September 2019, Ms. Cindy Davis was appointed Chief Financial Officer of the Company. Ms. Davis is also a senior employee of Marrelli Support Services Inc. (“Marrelli Support”). Marrelli Support also provides accounting services to the Company. As at March 31, 2021, Marrelli Support was owed $5,598 (December 31, 2020 - $9,784). |
(2) | Represents the share based compensation for officer and directors. |
A Surety Bond of $341,000 issued to a supplier is guaranteed by NYAM, LLC, a company controlled by the CEO.
Share Capital
As of the date of this MD&A, the Company has 66,607,347 common shares outstanding.
As of the date of this MD&A, the Company 5,275,491 stock options and 22,839,757 warrants.
Off-Balance Sheet Arrangements
As at the date of this MD&A, the Company did not have any off-balance sheet arrangements.
Adoption of new accounting policies
(a) | Basis of consolidation |
These consolidated financial statements include the accounts of Digihost and its wholly owned subsidiary: Digihost International, Inc. Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continues to be consolidated until the date that such control ceases. Control is achieved when an investor has power over an investee to direct its activities, exposure to variable returns from an investee, and the ability to use the power to affect the investor's returns. All inter-company transactions and balances have been eliminated upon consolidation.
(b) | Functional and presentation currency |
These financial statements are presented in United States Dollars. The functional currency of Digihost is the Canadian dollar and the functional currency of Digihost International, Inc. is the United States Dollars. All financial information is expressed in United States Dollars, unless otherwise stated.
Page | 13
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
(c) | Foreign currency translation |
Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars at exchange rates in effect at the reporting date. Non-monetary assets and liabilities are translated at historical exchange rates at the respective transaction dates. Revenue and expenses are translated at the rate of exchange at each transaction date. Gains or losses on translation are included in foreign exchange expense.
The results and financial position of an entity whose functional currency are translated into a different presentation currency are treated as follows:
● | assets and liabilities are translated at the closing rate at the reporting date; |
● | income and expenses for each income statement are translated at average exchange rates at the dates of the period; and |
● | all resulting exchange differences are recognized in other comprehensive income as cumulative translation adjustments. |
(d) | Revenue recognition |
The Company recognizes revenue from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific cryptocurrency mining pool in which it participates. Revenue is measured based on the fair value of the digital currencies received. The fair value is determined using the spot price of the digital currencies on the date of receipt. Digital currencies are considered earned on the completion and addition of a block to the blockchain, at which time the economic benefit is received and can be reliably measured.
(e) | Digital currencies |
Digital currencies consist of Bitcoin. Digital currencies meet the definition of intangible assets in IAS 38 Intangible Assets as they are identifiable non-monetary assets without physical substance. They are initially recorded at cost and the revaluation method is used to measure the digital currencies subsequently. Where digital assets are recognized as revenue, the fair value of the bitcoin received is considered to be the cost of the digital assets. Under the revaluation method, increases in fair value are recorded in other comprehensive income, while decreases are recorded in profit or loss. The Company revalues its digital currencies at the end of each quarter. There is no recycling of gains from other comprehensive income to profit or loss. However, to the extent that an increase in fair value reverses a previous decrease in fair value that has been recorded in profit or loss, that increase is recorded in profit or loss. Decreases in fair value that reverse gains previously recorded in other comprehensive income are recorded in other comprehensive income. Gains and losses on digital currencies sold between revaluation dates are included in profit or loss.
Digital currencies are measured at fair value using the quoted price on Cryptocompare. Cryptocompare is a pricing aggregator, as the principal market or most advantageous market is not always known. The Company believes any price difference amongst the principal market and an aggregated price to be immaterial. Management considers this fair value to be a Level 2 input under IFRS 13 Fair Value Measurement fair value hierarchy as the price on this source represents an average of quoted prices on multiple digital currency exchanges.
Page | 14
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
(f) | Property, plant and equipment |
Details as to the Company’s policies for property, plant and equipment are as follows:
Asset |
Measurement
Basis |
Amortization
Method |
Amortization
Rate |
|||
Data miners | Cost | Straight-line | 12 - 36 months | |||
Equipment | Cost | Straight-line | 36 - 120 months | |||
Leasehold improvement | Cost | Straight-line | 120 months |
Property, plant and equipment are recorded at cost less accumulated depreciation. Cost includes all expenditures incurred to bring assets to the location and condition necessary for them to be operated in the manner intended by management.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any replaced parts is derecognized. All other repairs and maintenance are charged to profit or loss during the fiscal period in which they are incurred.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.
(g) | Intangible assets |
intangible assets that qualify for separate recognition are recognized as intangible assets at their fair values. Right of use of an electric power facility is depreciated over 13 years.
(h) | Impairment of non-financial assets |
The Company reviews the carrying amounts of its non-financial assets, including property, plant and equipment, when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. Assets carried at fair value, such as digital currencies, are excluded from impairment analysis.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized.
Page | 15
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
(i) | Leases and right-of-use assets |
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:
● | Leases of low value assets; and |
● | Leases with a duration of twelve months or less. |
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by the incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
● | Amounts expected to be payable under any residual value guarantee; |
● | The exercise price of any purchase option granted if it is reasonable certain to assess that option; |
● | Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised. |
Right-of-use assets are initially measured at cost, which includes the initial amount of the lease liability, reduced for any lease incentives received, and increased for:
● | Lease payments made at or before commencement of the lease; |
● | Initial direct costs incurred; and |
● | The amount of any provision recognised where the Company is contractually required to dismantle, remove or restore the leased asset. |
Lease liabilities, on initial measurement, increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made.
Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if this is judged to be shorter than the lease term.
When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term or recorded in profit or loss if the right-of-use asset is reduced to zero.
(j) | Goodwill |
The Company measures goodwill as the fair value of the cost of the acquisition less the fair value of the identifiable net assets acquired, all measured as of the acquisition date. Goodwill is carried at cost less accumulated impairment losses.
(k) | Share capital and equity |
Share capital represents the amount received on the issue of shares, less issuance costs, net of any underlying income tax benefit from these issuance costs. When warrants are issued in connection with shares, the Company uses the residual method for allocating fair value to the shares and then to warrants.
Page | 16
DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Contributed surplus include the value of outstanding warrants and stock options. When warrants and stock options are exercised, the related compensation cost and value are transferred to share capital.
Deficit include all current and prior year losses.
Digital currency revaluation reserve includes gains and losses from the revaluation of digital currencies, net of tax.
Cumulative translation reserve includes foreign currency translation differences arising from the translation of financial statements of foreign entities into United States dollars.
(l) | Share-based compensation |
The granting of stock options to employees, officers, directors or consultants of the Company requires the recognition of share-based compensation expense with a corresponding increase in contributed surplus in shareholders’ equity. The fair value of stock options that vest immediately are recorded as share-based compensation expense at the date of the grant. The expense for stock options that vest over time is recorded over the vesting period using the graded method, which incorporates management’s estimate of the stock options that are not expected to vest. For stock options where vesting is subject to the completion of performance milestones, the estimate for completion of the milestone is reviewed at each reporting date for any change in the estimated vesting date, and to the extent there is a material change in the vesting date estimate, the amortization to be recognized is recalculated for the new timeline estimate and adjusted on a prospective basis in the current period. The effect of a change in the number of stock options expected to vest is a change in an estimate and the cumulative effect of the change is recognized in the period when the change occurs. On exercise of an stock option, the consideration received and the estimated fair value previously recorded in contributed surplus is recorded as an increase in share capital.
Stock options awarded to consultants are measured based on the fair value of the goods and services received unless that fair value cannot be estimated reliably. If the fair value of the goods and services cannot be reliably measured, then the fair value of the equity instruments granted is used to recognize the expense.
Critical accounting judgements, estimates and assumption
The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Significant judgements
(i) | Income from digital currency mining |
The Company recognizes income from digital currency mining from the provision of transaction verification services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for these services, the Company receives digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. The coins are recorded on the statement of financial position, as digital currencies, at their fair value less costs to sell and re- measured at each reporting date. Revaluation gains or losses, as well as gains or losses on the sale of coins for traditional (fiat) currencies are included in profit or loss in accordance with the Company’s treatment of its digital currencies as a traded commodity.
There is currently no specific definitive guidance in IFRS or alternative accounting frameworks for the accounting for the mining and strategic selling of digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of income from digital currency mining for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations, including the stage of completion being the completion and addition of a block to a blockchain and the reliability of the measurement of the digital currency received.
(ii) | Business combination |
Management uses judgement to determines whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.
The Company completed the RTO Transaction in February 2020 (note 3) and concluded that the entity acquired did qualify as a business combination under IFRS 3, “Business Combinations”, as significant processes were acquired. Accordingly, the RTO Transaction has been accounted for as a business combination.
(iii) | Going concern |
The assessment of the Company's ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements as discussed in note 1.
(iv) | Leases – incremental borrowing rate |
Judgment is applied when determining the incremental borrowing rate used to measure the lease liability of each lease contract, including an estimate of the asset-specific security impact. The incremental borrowing rate should reflect the interest rate the Company would pay to borrow at a similar term and with similar security.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
(v) | Income, value added, withholding and other taxes |
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
Significant estimates
(i) | Determination of asset and liability fair values and allocation of purchase consideration |
Significant business combinations require judgements and estimates to be made at the date of acquisition in relation to determining the relative fair value of the allocation of the purchase consideration over the fair value of the assets. The information necessary to measure the fair values as at the acquisition date of assets acquired requires management to make certain judgements and estimates about future events, including but not limited to availability of hardware and expertise, future production opportunities, future digital currency prices and future operating costs.
(ii) | Useful lives of property, plant and equipment |
Depreciation of data miners and equipment are an estimate of its expected life. In order to determine the useful life of computing equipment, assumptions are required about a range of computing industry market and economic factors, including required hashrates, technological changes, availability of hardware and other inputs, and production costs.
(iii) | Digital currency valuation |
Digital currencies consist of cryptocurrency denominated assets (note 4) and are included in current assets. Digital currencies are carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position.
(iv) | Impairment of goodwill |
Goodwill is tested for impairment if there is an indicator of impairment and annually for all CGUs with goodwill. The Company considers both external and internal sources of information for indications that goodwill is impaired. External sources of information we consider include changes in the market and economic and legal environment in which the CGU operates that are not within its control and affect the recoverable amount of goodwill. Internal sources of information considered include the strategic plans for the Company including estimates of revenue and other indications of economic performance of the assets.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Disclosure of Internal Controls
Management has established processes to provide it with sufficient knowledge to support representations that it has exercised reasonable diligence to ensure that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the financial statements, and (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the periods presented.
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. In particular, the certifying officers filing such certificate are not making any representations relating to the establishment and maintenance of:
(i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
(ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with the issuer’s GAAP (IFRS). |
The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Risk Factors
Overview
The Company faces a number of risks that are related to both the general cryptocurrency business as well as the Company’s business model. The risks and uncertainties described below are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties of which the Company is not aware or that the Company currently believes to be immaterial may also adversely affect the Company’s business, financial condition, results of operations or prospects. If any of the possible events described below occur, the Company’s business, financial condition, results of operations or prospects could be materially and adversely affected.
Risks Related to the Company’s Business
Bitcoin Halving Event Risk
In May 2020, the Bitcoin (“BTC”) block reward decreased from 12.5 to 6.25 BTC per block (the “Bitcoin Halving”), and consequently the number of new BTC issued to miners would be reduced to approximately 900 per day.
The Bitcoin Halving may have a material impact on the Company’s profitability. Given that profitability is required for self-acting agents to perform BTC mining to continue to support the validation of transactions, the expected impact of the Bitcoin Halving is that market variables of BTC price and difficulty will adjust over time to ensure that the profitability of BTC mining remains profitable. The period of market normalization after the Bitcoin Halving to incentivizing profitability levels is unknown. As a result, if BTC price and difficulty do not adjust over time to pre-Bitcoin Halving profitability levels or the period of market normalization after the Bitcoin Halving to pre-Bitcoin Halving profitability levels is too long, there is a risk that the Bitcoin Halving will render the Company unprofitable for a sustained time period such that it could be unable to continue as a going concern.
COVID-19 Pandemic Risk
In March 2020, the World Health Organization declared COVID-19 a pandemic. The global response to the pandemic is constantly evolving, including various measures implemented at the global, national, state, provincial and local levels. The major impacts that COVID-19 is expected to have on the Company include potential increases in cryptocurrency price volatility, difficulty obtaining new financing due to global economic slowdown, and delays in receiving future orders of mining hardware and parts sourced from overseas. While the Company is expected to continue operating throughout the pandemic, government-imposed restrictions encouraging social distancing may impact the number of employees permitted to work in the mining facilities. A reduction in workforce in the mining facilities may reduce the Company’s ability to maximize operational efficiency.
The Company’s cryptocurrency inventory may be exposed to cybersecurity threats and hacks
As with any other computer code, flaws in the cryptocurrency codes have been exposed by certain malicious actors. Several errors and defects have been found and corrected, including those that disabled some functionality for users and exposed users’ information. Discovery of flaws in or exploitations of the source code that allow malicious actors to take or create money have been relatively rare.
The computer network operated by the Company may further be vulnerable to intrusions by hackers who could interfere with and introduce defects to the mining operation. Private keys which enable holders to transfer funds may also be lost or stolen, resulting in irreversible losses of cryptocurrencies.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Regulatory changes or actions may alter the nature of an investment in the Company or restrict the use of cryptocurrencies in a manner that adversely affects the Company’s operations
As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the ability of the Company to continue to operate. The effect of any future regulatory change on the Company or any cryptocurrency that the Company may mine is impossible to predict, but such change could be substantial and have a material adverse effect on the Company. Governments may in the future curtail or outlaw the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency companies to additional regulation. Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire, own, hold, sell, use or trade cryptocurrencies or to exchange cryptocurrencies for fiat currency. By extension, similar actions by other governments, may result in the restriction of the acquisition, ownership, holding, selling, use or trading in the Company Subordinate Voting Shares. Such a restriction could result in the Company liquidating its cryptocurrency inventory at unfavorable prices and may adversely affect the Company’s shareholders.
The value of cryptocurrencies may be subject to momentum pricing risk
Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Cryptocurrency market prices are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of cryptocurrencies, inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of the Company’s cryptocurrency inventory and thereby affect the Company’s shareholders.
Cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure
To the extent that cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, this could result in a reduction in cryptocurrency prices. Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, derivatives and other currencies. For example, during the past three years, a number of BTC exchanges have been closed due to fraud, business failure or security breaches. In many of these instances, the customers of the closed BTC exchanges were not compensated or made whole for the partial or complete losses of their account balances in such BTC exchanges. While smaller exchanges are less likely to have the infrastructure and capitalization that provide larger exchanges with additional stability, larger exchanges may be more likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information or gain access to private computer systems) and may be more likely to be targets of regulatory enforcement action.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Banks may not provide banking services, or may cut off banking services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment
A number of companies that provide BTC and/or other cryptocurrency-related services have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, a number of such companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to BTC and/or other cryptocurrency-related companies or companies that accept cryptocurrencies for a number of reasons, such as perceived compliance risks or costs. The difficulty that many businesses that provide BTC and/or other cryptocurrency-related services have and may continue to have in finding banks willing to provide them with bank accounts and other banking services may be currently decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies or could decrease its usefulness and harm its public perception in the future. Similarly, the usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks were to close the accounts of many or of a few key businesses providing BTC and/or other cryptocurrency-related services. This could decrease the market prices of cryptocurrencies and adversely affect the value of the Company’s cryptocurrency inventory.
The impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain
Crises may motivate large-scale purchases of cryptocurrencies which could increase the price of cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior wanes, adversely affecting the value of the Company’s cryptocurrency inventory.
As an alternative to fiat currencies that are backed by central governments, cryptocurrencies, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralised means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of BTCs either globally or locally. Large-scale sales of cryptocurrencies would result in a reduction in their market prices and adversely affect the Company’s operations and profitability.
The further development and acceptance of the cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate
The use of cryptocurrencies to, among other things, buy and sell goods and services and complete other transactions, is part of a new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing, or stopping of the development or acceptance of developing protocols may adversely affect the Company’s operations. The factors affecting the further development of the industry, include, but are not limited to:
● | Continued worldwide growth in the adoption and use of cryptocurrencies; |
● | Governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems; |
● | Changes in consumer demographics and public tastes and preferences; |
● | The maintenance and development of the open-source software protocol of the network; |
● | The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; |
● | General economic conditions and the regulatory environment relating to digital assets; and |
● | Negative consumer sentiment and perception of BTCs specifically and cryptocurrencies generally. |
Acceptance and/or widespread use of cryptocurrency is uncertain
Currently, there is relatively small use of BTCs and/or other cryptocurrencies in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect the Company’s operations, investment strategies, and profitability.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
As relatively new products and technologies, BTC and its other cryptocurrency counterparts have not been widely adopted as a means of payment for goods and services by major retail and commercial outlets. Conversely, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short-term or long-term holding of cryptocurrencies.
The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services. A lack of expansion by cryptocurrencies into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in their market prices, either of which could adversely impact the Company’s operations, investment strategies, and profitability.
The Company may be required to sell its coins to pay for expenses
The Company may sell its coins to pay for expenses incurred, irrespective of then-current coin prices. Consequently, the Company’s coins may be sold at a time when the price is low, resulting in a negative effect on the Company’s profitability.
The Company’s operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in cryptocurrencies
The Company competes with other users and/or companies that are mining cryptocurrencies and other potential financial vehicles, possibly including securities backed by or linked to cryptocurrencies through entities similar to the Company. Market and financial conditions, and other conditions beyond the Company’s control, may make it more attractive to invest in other financial vehicles, or to invest in cryptocurrencies directly which could limit the market for the Company’s shares and reduce their liquidity.
The Company’s coins may be subject to loss, theft or restriction on access
There is a risk that some or all of the Company’s coins could be lost or stolen. Access to the Company’s coins could also be restricted by cybercrime (such as a denial of service attack) against a service at which the Company maintains a hosted online wallet. Any of these events may adversely affect the operations of the Company and, consequently, its investments and profitability.
The loss or destruction of a private key required to access the Company’s digital wallets may be irreversible. The Company’s loss of access to its private keys or its experience of a data loss relating to the Company’s digital wallets could adversely affect its investments.
Cryptocurrencies are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the network’s public Blockchain. The Company will publish the public key relating to digital wallets in use when it verifies the receipt of cryptocurrency transfers and disseminates such information into the network, but it will need to safeguard the private keys relating to such digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, the Company will be unable to access its coins and such private keys will not be capable of being restored by network. Any loss of private keys relating to digital wallets used to store the Company’s cryptocurrency could adversely affect its investments and profitability.
Incorrect or fraudulent coin transactions may be irreversible
Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred coins may be irretrievable. As a result, any incorrectly executed or fraudulent coin transactions could adversely affect the Company’s investments.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Coin transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction. In theory, cryptocurrency transactions may be reversible with the control or consent of a majority of processing power on the network. Once a transaction has been verified and recorded in a block that is added to the Blockchain, an incorrect transfer of a coin or a theft of coin generally will not be reversible and the Company may not be capable of seeking compensation for any such transfer or theft. Although the Company’s transfers of coins will regularly be made by experienced members of the management team, it is possible that, through computer or human error, or through theft or criminal action, the Company’s coins could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts.
If the award of coins for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations
As the number of coins awarded for solving a block in the Blockchain decreases, the incentive for miners to continue to contribute processing power to the network will transition from a set reward to transaction fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions in the Blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for the relevant coins and prevent the expansion of the network to retail merchants and commercial businesses, resulting in a reduction in the price of the relevant cryptocurrency that could adversely impact the Company’s cryptocurrency inventory and investments.
In order to incentivize miners to continue to contribute processing power to the network, the network may either formally or informally transition from a set reward to transaction fees earned upon solving for a block. This transition could be accomplished either by miners independently electing to record on the blocks they solve only those transactions that include payment of a transaction fee or by the network adopting software upgrades that require the payment of a minimum transaction fee for all transactions. If transaction fees paid for the recording of transactions in the Blockchain become too high, the marketplace may be reluctant to accept network as a means of payment and existing users may be motivated to switch between cryptocurrencies or back to fiat currency. Decreased use and demand for coins may adversely affect their value and result in a reduction in the market price of coins.
If the award of coins for solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize miners, miners may cease expending processing power to solve blocks and confirmations of transactions on the Blockchain could be slowed temporarily. A reduction in the processing power expended by miners could increase the likelihood of a malicious actor or botnet obtaining control in excess of 50 percent of the processing power active on the Blockchain, potentially permitting such actor or botnet to manipulate the Blockchain in a manner that adversely affects the Company’s mining activities.
If the award of coins for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations. Miners ceasing operations would reduce collective processing power, which would adversely affect the confirmation process for transactions (i.e., decreasing the speed at which blocks are added to the Blockchain until the next scheduled adjustment in difficulty for block solutions) and make the network more vulnerable to a malicious actor or botnet obtaining control in excess of 50 percent of the processing power. Any reduction in confidence in the confirmation process or processing power of the network may adversely impact the Company’s mining activities, inventory of coins, and future investment strategies.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
The price of coins may be affected by the sale of coins by other vehicles investing in coins or tracking cryptocurrency markets
To the extent that other vehicles investing in coins or tracking cryptocurrency markets form and come to represent a significant proportion of the demand for coins, large redemptions of the securities of those vehicles and the subsequent sale of coins by such vehicles could negatively affect cryptocurrency prices and therefore affect the value of the inventory held by the Company.
Risk related to technological obsolescence and difficulty in obtaining hardware
To remain competitive, the Company will continue to invest in hardware and equipment required for maintaining the Company’s mining activities. Should competitors introduce new services/software embodying new technologies, the Company’s hardware and equipment and its underlying technology may become obsolete and require substantial capital to replace such equipment.
The increase in interest and demand for cryptocurrencies has led to a shortage of mining hardware as individuals purchase equipment for mining at home.
Equipment will require replacement from time to time. Shortages of graphics processing units may lead to unnecessary downtime as the Company searches for replacement equipment.
Facility Developments
The continued development of existing and planned facilities is subject to various factors and may be delayed or adversely affected by such factors beyond the Company’s control, including delays in the delivery or installation of equipment by suppliers, difficulties in integrating new equipment into existing infrastructure, shortages in materials or labour, defects in design or construction, diversion of management resources, insufficient funding, or other resource constraints. Actual costs for development may exceed the Company’s planned budget. Delays, cost overruns, changes in market circumstances and other factors may result in different outcomes than those intended.
Environmental Liability
The Company may be subject to potential risks and liabilities associated with pollution of the environment through its use of electricity to mine cryptocurrencies. In addition, environmental hazards may exist on a property in which the Company directly or indirectly holds an interest which are unknown to the Company at present which have been caused by previous or existing owners or operators of the property which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties.
To the extent the Company is subject to environmental liabilities, the payment of such liabilities or the costs that it may incur to remedy environmental pollution would reduce funds otherwise available to it and could have a material adverse effect on the Company. If the Company is unable to fully remedy an environmental problem, it might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on the Company.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
General Business Risks Related to the Company
Management Experience and Dependence on Key Personnel and Employees
The Company’s success is currently largely dependent on the performance of the Company’s directors and officers. Certain members of the Company’s management team have experience in the cryptocurrency industry, while others have experience in areas including financial management, corporate finance and sales and marketing. The experience of these individuals is a factor which will contribute to the Company’s continued success and growth. The Company will initially be relying on the Company’s board members, as well as independent consultants, for certain aspects of the Company’s business. The amount of time and expertise expended on the Company’s affairs by each of the Company’s management team and the Company’s directors will vary according to the Company’s needs. The Company does not intend to acquire any key man insurance policies and there is, therefore, a risk that the death or departure of any member of management, the Company’s board, or any key employee or consultant, could have a material adverse effect on the Company’s future. Investors who are not prepared to rely on the Company’s management team should not invest in the Company’s securities.
Uncertainty of Additional Funding
Further acquisitions of additional cryptocurrency mining rigs will require additional capital and the Company will require funds to continue to operate as a public company. There is no assurance that the Company will be successful in obtaining any required financing(s) or that such financing(s) will be available on terms acceptable to the Company. Any future financing(s) may also be dilutive to the Company’s existing shareholders at that time.
Negative Cash Flow
The Company’s operations will be those of HashChain, which has a limited history of operations. HashChain has had negative operating cash flow since HashChain’s inception, and the Company will continue to have negative operating cash flow for the foreseeable future. No assurance can be given that the Company will ever attain positive cash flow or profitability additional or that additional funding will be available for operations.
Uninsured or Uninsurable Risks
The Company intends to insure its operations in accordance with technology industry practice. However, given the novelty of cryptocurrency mining and associated businesses, such insurance may not be available, uneconomical for the Company, or the nature or level may be insufficient to provide adequate insurance cover. The Company may become subject to liability for hazards against which the Company cannot insure or against which the Company may elect not to insure because of high premium costs or for other reasons. The payment of any such liabilities would reduce or eliminate the funds available for operations. Payments of liabilities for which the Company does not carry insurance may have a material adverse effect on the Company’s financial position.
Dividend Risk
The Company does not anticipate paying dividends in the near future. The Company expects to retain earnings to finance further growth and, where appropriate, retire debt.
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Share Price Volatility Risk
The Company has applied to list on the TSXV the Company Subordinate Voting Shares. In the event of such listing, external factors outside of the Company’s control, such as announcements of quarterly variations in operating results, revenues and costs, and sentiments toward stocks, may have a significant impact on the market price of the Company Subordinate Voting Shares. Global stock markets, including the TSXV, have experienced extreme price and volume fluctuations from time to time. There can be no assurance that an active or liquid market will develop or be sustained for the Company Subordinate Voting Shares.
Costs of Being a Publicly Traded Company
As the Company will have publicly-traded securities, significant legal, accounting and filing fees will continue to be incurred. Securities legislation and the rules and policies of the TSXV require publicly listed companies to, among other things, adopt corporate governance policies and related practices and to continuously prepare and disclose material information, all of which carry significant legal, financial and securities regulatory compliance costs.
Conflicts of Interest
Certain of the Company’s directors and officers are, and may continue to be, involved in the cryptocurrency industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of the Company. Situations may arise in connection with potential acquisitions or opportunities where the other interests of these directors and officers may conflict with the Company’s interests. Directors and officers of the Company with conflicts of interest will be subject to and must follow the procedures set out in applicable corporate and securities legislation, regulations, rules and policies. Notwithstanding this, there may be corporate opportunities which the Company is not able to procure due to a conflict of interest of one or more of the Company’s directors or officers.
Tax Risk
The Company will be subject to various taxes including, but not limited to the following: Canadian income tax; goods and services tax; provincial sales tax; land transfer tax; and payroll tax. The Company tax filings will be subject to audit by various taxation authorities. While the Company intends to base its tax filings and compliance on the advice of its tax advisors, there can be no assurance that its tax filing positions will never be challenged by a relevant taxation authority resulting in a greater than anticipated tax liability
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DIGIHOST TECHNOLOGY INC.
Management’s Discussion & Analysis
For the Period Ended March 31, 2021
Discussion dated: May 19, 2021
Cautionary Note Regarding Forward-Looking Information
This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward- looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements. In particular, this MD&A contains forward-looking statements pertaining to the following:
● | the impact of the ongoing novel coronavirus disease outbreak (COVID-19) on the business, operations, financial results and prospects of the Company; |
● | the impact of the Bitcoin Halving in May 2020 on the price of BTC and the normalization after the Bitcoin Halving to pre-Bitcoin Halving profitability levels; |
● | future debt levels, financial capacity, liquidity and capital resources; |
● | anticipated future sources of funds to meet working capital requirements; |
● | future capital expenditures and contractual commitments; |
● | expectations respecting future financial results; |
● | expectations regarding benefits of certain transactions and capital investments; |
● | the Company’s objectives, strategies and competitive strengths; |
● | future development activities; |
● | the Company’s growth strategy; |
● | expectations with respect to future opportunities; |
● | expectations with respect to the Company’s financial position; |
● | the Company’s capital expenditure programs and future capital requirements; |
● | capital resources and the Company’s ability to raise capital; and |
● | industry conditions pertaining to the cryptocurrency industry; |
● | the other factors discussed under “Risk Factors”. |
This list of factors should not be construed as exhaustive.
Additional Information
Additional information concerning the Company is available on SEDAR at www.sedar.com.
Page | 29
Exhibit 99.124
FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Paul Ciullo, Chief Financial Officer of DIGIHOST TECHNOLOGY INC., certify the following:
1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of DIGIHOST TECHNOLOGY INC. (the “issuer”) for the interim period ended March 31, 2021. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: May 19, 2021 | |
“Paul Ciullo” | |
Paul Ciullo Chief Financial Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 99.125
FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Michel Amar, Chief Executive Officer of DIGIHOST TECHNOLOGY INC., certify the following:
1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of DIGIHOST TECHNOLOGY INC. (the “issuer”) for the interim period ended March 31, 2021. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: May 19, 2021 | |
“Michel Amar” | |
Michel Amar Chief Executive Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 99.126
DIGIHOST ANNOUNCES RECORD RESULTS FOR THE FIRST QUARTER OF 2021
Toronto, ON – May 19, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) announces its financial results as of and for the three months ended March 31, 2021 (all amounts in U.S. dollars, unless otherwise indicated). The Company’s unaudited consolidated financial statements and management’s discussion and analysis (“MD&A”) for periods ended March 31, 2021 and 2020 have been filed and made accessible under the Company’s continuous disclosure profile on SEDAR at www.sedar.com.
Michel Amar, CEO of Digihost, stated: “We are extremely pleased by the record financial results achieved by Digihost for the first quarter of 2021, reporting $5,910,974 of total comprehensive income for the period, an increase of 872% over the same period of last year. We are looking forward to building on these results through our commitment to expand our business in an environmentally and socially responsible way, thereby creating the momentum to continue our success during the remainder of 2021 and beyond.”
First Quarter 2021 Financial Highlights
The following information compares the financial results of the Company for the three months ended March 31, 2021 (“2021”) and the three months ended March 31, 2020 (“2020”):
- | Record high total comprehensive income of $5.9 million reported in 2021, compared to a total comprehensive loss of $0.76 million in 2020, an increase of 872%; |
- | Revenue from digital currency mining increased by 469% to $4.8 million in 2021 compared to $0.8 million in 2020; |
- | Gross profit margin increased to 44% in 2021 compared to a gross loss margin of 13% in 2020, an increase in gross margin of 57%; |
- | The weighted average shares outstanding in 2021 were 44,313,754 compared to 20,257,016 in 2020. |
The following information compares the financial position of the Company as at March 31, 2021 (“2021”) and as at December 31, 2020 (“2020”):
- | Cash balance of $13.19 million in 2021 compared to $0.03 million in 2020, an increase of $13.16 million; |
- | Digital currencies balance of $15.16 million in 2021, comprised of 260 Bitcoins, compared to $4.51 million in 2020, comprised of 154 Bitcoins, an increase of $10.65 million and 106 Bitcoins; |
- | Total assets of $43.54 million in 2021 compared to $16.52 million in 2020, an increase of $27.02 million; |
- | Total liabilities of $4.40 million in 2021 compared to $6.08 million in 2020, a decrease of $1.68 million; and |
- | Total shareholders’ equity of $39.14 million in 2021 compared to $10.44 million in 2020, an increase of $28.70 million. |
Recent Highlights
- | On April 13, 2021, the Company announced the closing of a private placement of shares and warrants for gross proceeds of CA$25 million; |
- | On April 14, 2021, the Company appointed international audit firm, Raymond Chabot Grant Thornton LLP; |
- | On May 10, 2021, the Company announced the status of its Nasdaq listing application and diversification of cryptocurrency business model to include Ethereum technology; |
- | On May 14, 2021, the Company announced the acquisition of 9,900 Bitcoin Miners to increase its hashrate by 925PH, and hosting agreement with Northern Data AG; |
- | On May 17, 2021, the Company reported on green energy consumption, stating that 90% of the energy consumed by Digihost in its Bitcoin mining operations is from sources that create zero carbon emissions and more than 50% of the energy consumed by the Company is generated from renewable sources; and |
- | The Company’s current cryptocurrency holdings are comprised of: 564 Ethereum and 299 Bitcoin. |
Michel Amar commented: “Our long-term vision and business strategy is to expand our operations and evolve as a leader in the blockchain technology sector. While cryptocurrency mining is one application of blockchain technology, the blockchain sector as a whole is a monumental leap forward in information transparency, security, and decentralization. We are committed to pursue every opportunity in this sector that allows us to create significant shareholder value in an environmentally conscious manner, with the goal of eventually eliminating the Company’s already very low carbon footprint.”
Three Months Ended
March 31 |
||||||||
(U.S.$ except per share data) | 2021 | 2020 | ||||||
For the periods ended as indicated | ||||||||
Revenue from digital currency mining | 4,767,075 | 838,310 | ||||||
Operating and maintenance costs | (1,549,144 | ) | (586,336 | ) | ||||
Depreciation | (1,109,796 | ) | (363,290 | ) | ||||
Gross profit (loss) | 2,108,135 | (111,316 | ) | |||||
General and administrative and other expenses | (1,879,866 | ) | (579,069 | ) | ||||
Change in fair value of warrant liability | - | 40,436 | ||||||
Gain on disposition of cryptocurrencies | - | 28,590 | ||||||
Operating profit (loss) | 228,269 | (621,359 | ) | |||||
Net financial expenses | (155,312 | ) | (7,451 | ) | ||||
Net income (loss) for the period | 72,957 | (628,810 | ) | |||||
Other comprehensive income | ||||||||
Foreign currency translation adjustment | 1,456 | - | ||||||
Revaluation of digital currency | 5,836,561 | (137,014 | ) | |||||
Total comprehensive income (loss) | 5,910,974 | (765,824 | ) | |||||
Basic and diluted loss per share – diluted | (0.00 | ) | (0.03 | ) | ||||
Weighted average number of subordinate voting shares outstanding – basic and diluted | 44,313,754 | 20,257,016 |
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company's mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that is based on expectations, estimates and projections as at the date of this news release. Forward-looking information in this news release includes information about listing on Nasdaq, hashrate expansion, diversification of operations to include Ethereum technology, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results, performance or achievements to differ materially from those described in such forward-looking information include, but are not limited to: risks relating to completion of the Nasdaq listing process, continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.127
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
May 19, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on May 19, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michelamar@me.com
Item 9 | Date of Report |
May 19, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES RECORD RESULTS FOR THE FIRST QUARTER OF 2021
Toronto, ON – May 19, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) announces its financial results as of and for the three months ended March 31, 2021 (all amounts in U.S. dollars, unless otherwise indicated). The Company’s unaudited consolidated financial statements and management’s discussion and analysis (“MD&A”) for periods ended March 31, 2021 and 2020 have been filed and made accessible under the Company’s continuous disclosure profile on SEDAR at www.sedar.com.
Michel Amar, CEO of Digihost, stated: “We are extremely pleased by the record financial results achieved by Digihost for the first quarter of 2021, reporting $5,910,974 of total comprehensive income for the period, an increase of 872% over the same period of last year. We are looking forward to building on these results through our commitment to expand our business in an environmentally and socially responsible way, thereby creating the momentum to continue our success during the remainder of 2021 and beyond.”
First Quarter 2021 Financial Highlights
The following information compares the financial results of the Company for the three months ended March 31, 2021 (“2021”) and the three months ended March 31, 2020 (“2020”):
- | Record high total comprehensive income of $5.9 million reported in 2021, compared to a total comprehensive loss of $0.76 million in 2020, an increase of 872%; |
- | Revenue from digital currency mining increased by 469% to $4.8 million in 2021 compared to $0.8 million in 2020; |
- | Gross profit margin increased to 44% in 2021 compared to a gross loss margin of 13% in 2020, an increase in gross margin of 57%; |
- | The weighted average shares outstanding in 2021 were 44,313,754 compared to 20,257,016 in 2020. |
The following information compares the financial position of the Company as at March 31, 2021 (“2021”) and as at December 31, 2020 (“2020”):
- | Cash balance of $13.19 million in 2021 compared to $0.03 million in 2020, an increase of $13.16 million; |
- | Digital currencies balance of $15.16 million in 2021, comprised of 260 Bitcoins, compared to $4.51 million in 2020, comprised of 154 Bitcoins, an increase of $10.65 million and 106 Bitcoins; |
- | Total assets of $43.54 million in 2021 compared to $16.52 million in 2020, an increase of $27.02 million; |
- | Total liabilities of $4.40 million in 2021 compared to $6.08 million in 2020, a decrease of $1.68 million; and |
- | Total shareholders’ equity of $39.14 million in 2021 compared to $10.44 million in 2020, an increase of $28.70 million. |
Recent Highlights
- | On April 13, 2021, the Company announced the closing of a private placement of shares and warrants for gross proceeds of CA$25 million; |
- | On April 14, 2021, the Company appointed international audit firm, Raymond Chabot Grant Thornton LLP; |
- | On May 10, 2021, the Company announced the status of its Nasdaq listing application and diversification of cryptocurrency business model to include Ethereum technology; |
- | On May 14, 2021, the Company announced the acquisition of 9,900 Bitcoin Miners to increase its hashrate by 925PH, and hosting agreement with Northern Data AG; |
- | On May 17, 2021, the Company reported on green energy consumption, stating that 90% of the energy consumed by Digihost in its Bitcoin mining operations is from sources that create zero carbon emissions and more than 50% of the energy consumed by the Company is generated from renewable sources; and |
- | The Company’s current cryptocurrency holdings are comprised of: 564 Ethereum and 299 Bitcoin. |
Michel Amar commented: “Our long-term vision and business strategy is to expand our operations and evolve as a leader in the blockchain technology sector. While cryptocurrency mining is one application of blockchain technology, the blockchain sector as a whole is a monumental leap forward in information transparency, security, and decentralization. We are committed to pursue every opportunity in this sector that allows us to create significant shareholder value in an environmentally conscious manner, with the goal of eventually eliminating the Company’s already very low carbon footprint.”
Three Months Ended
March 31 |
||||||||
(U.S.$ except per share data) | 2021 | 2020 | ||||||
For the periods ended as indicated | ||||||||
Revenue from digital currency mining | 4,767,075 | 838,310 | ||||||
Operating and maintenance costs | (1,549,144 | ) | (586,336 | ) | ||||
Depreciation | (1,109,796 | ) | (363,290 | ) | ||||
Gross profit (loss) | 2,108,135 | (111,316 | ) | |||||
General and administrative and other expenses | (1,879,866 | ) | (579,069 | ) | ||||
Change in fair value of warrant liability | - | 40,436 | ||||||
Gain on disposition of cryptocurrencies | - | 28,590 | ||||||
Operating profit (loss) | 228,269 | (621,359 | ) | |||||
Net financial expenses | (155,312 | ) | (7,451 | ) | ||||
Net income (loss) for the period | 72,957 | (628,810 | ) | |||||
Other comprehensive income | ||||||||
Foreign currency translation adjustment | 1,456 | - | ||||||
Revaluation of digital currency | 5,836,561 | (137,014 | ) | |||||
Total comprehensive income (loss) | 5,910,974 | (765,824 | ) | |||||
Basic and diluted loss per share – diluted | (0.00 | ) | (0.03 | ) | ||||
Weighted average number of subordinate voting shares outstanding – basic and diluted | 44,313,754 | 20,257,016 |
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that is based on expectations, estimates and projections as at the date of this news release. Forward-looking information in this news release includes information about listing on Nasdaq, hashrate expansion, diversification of operations to include Ethereum technology, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results, performance or achievements to differ materially from those described in such forward-looking information include, but are not limited to: risks relating to completion of the Nasdaq listing process, continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.128
May 28, 2021 | 510 Burrard St, 3rd Floor |
Vancouver BC, V6C 3B9
www.computershare.com
To: | All Canadian Securities Regulatory Authorities |
Subject: DIGIHOST TECHNOLOGY INC. (CANCELLED)
Dear Sir/Madam:
We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:
Meeting Type : | Annual General Meeting |
Record Date for Notice of Meeting : | May 18, 2021 |
Record Date for Voting (if applicable) : | May 18, 2021 |
Beneficial Ownership Determination Date : | May 18, 2021 |
Meeting Date : | July 05, 2021 |
Meeting Location (if available) : |
Hybrid Meeting
|
Issuer sending proxy related materials directly to NOBO: | Yes |
Issuer paying for delivery to OBO: | No |
Notice and Access (NAA) Requirements:
NAA for Beneficial Holders | Yes |
Beneficial Holders Stratification Criteria: | Not Applicable |
NAA for Registered Holders | Yes |
Registered Holders Stratification Criteria: | Not Applicable |
Voting Security Details:
Description | CUSIP Number | ISIN |
SUBORDINATE VOTING SHARES | 25381D107 | CA25381D1078 |
Sincerely,
Computershare
Agent for DIGIHOST TECHNOLOGY INC.
Exhibit 99.129
DIGIHOST ANNOUNCES LAUNCH OF THE DIGIGREEN INITIATIVE
Toronto, ON – June 7, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce the launch of its new DigiGreen Initiative, an industry leading plan to reduce the Company’s already low carbon footprint. In addition to achieving technological and economic excellence, since inception, the Company has focused on being a good corporate citizen and operating its business in an environmentally and socially responsible way. As part of this mandate, the Company located its cryptocurrency mining farm in Upstate New York to take advantage of the low carbon emission energy profile of that area. The Company believes that more can be done to further reduce its carbon footprint, while maintaining its industry leading efficient cryptocurrency mining operations, and is therefore pleased to share with the marketplace information on the new DigiGreen Initiative.
DigiGreen Initiative
DigiGreen Initiative will focus on four immediate steps designed to create sustainable, environmentally and economically sound in-house practices, which will distinguish the Company as an industry leader in maintaining profitability, while lowering or eliminating its carbon footprint:
a. Corporate Leadership: Recognizing the need for top-down leadership, the Company has commenced a search for a Chief Renewable Energy Officer (“CREO”). The CREO will report directly to the CEO and the President of the Company and help to advise the Board of Directors on the progress of short-term goals and the development of a sustainable long-term renewable energy plan. The CREO will also be responsible for creating and supporting dynamic educational outreach programs with research institutions to test, prove-out, and onboard future fuel technology options;
b. Engage in “Bridge” and Renewable Energy Sources: Digihost previously reported in a press release that over 90% of the energy currently consumed by the Company in its Bitcoin mining operations is from sources that create zero carbon emissions and more than 50% of the energy consumed by the Company is generated from renewable sources. As the Company intends to purchase and bring online its own power generation facilities, it will focus on powering these facilities using “bridge” power sources, meaning low-carbon, or renewable sources of energy where available. For example, sourcing renewable natural gas (“RNG”), a natural gas developed from the collection and conditioning of organic waste, lowers carbon not just at the point of use but across the entire system, removing waste that would otherwise sit in fields (cattle and dairy farms) or in landfills. The end result is a fuel that is lower-carbon than natural gas, requires no infrastructure redevelopment in plants already designed for natural gas, and removes a large source of carbon (methane derived from waste) from the environment.
The CREO will be responsible for sourcing RNG for the Company’s North Tonawanda facility, as well as designing 100% renewable energy strategies for powering North Tonawanda as well as new power facilities to be acquired by the Company;
c. Develop In-House Standards of Measuring Climate Impact: Initial research has already commenced on developing proprietary standards for measuring the Company’s carbon impact. The CREO, in conjunction with the CEO and the President, will be empowered to use this standard as an environmental audit tool for the various operating units of Digihost, to generate accountability reports, and to advise Directors and Shareholders on efforts to minimize the Company’s the carbon footprint. We believe this standard will eventually become an industry standard and provide a template for industry colleagues, regulators, and others to better understand the climate impact of blockchain technology moving forward; and
d. Explore Alternative Ways to Reduce Overall Carbon Footprint: In the short-term, DigiGreen Initiative will focus internally, creating best practices standards and securing bridge and renewable energy sources to reduce the Company’s already low carbon footprint. Long-term goals will incorporate a broader view of improving the geographic areas that the Company operates in and the sector as a whole, and the CREO will explore new ways to achieve these goals by:
i. | Exploring green space initiatives to improve the communities that the Company operates in and create offsets as we lower our overall carbon footprint, helping to ensure and protect green space and resources; |
ii. | Partnering with research institutions, to pioneer, develop, and implement new renewable fuel options, such as hydrogen power, to bring these technologies to market sooner; and |
iii. | Collaborating with industry colleagues to maximize the positive impact companies can have as a whole, while also helping to establish guidelines, standards, and best practices for new market entrants. |
Michel Amar, the Company’s CEO stated, “We are pleased to share our plan to introduce the new DigiGreen Initiative, which is intended to provide additional transparency and useful information on our Company’s efforts to minimize its impact on the global environment. The addition of the newly created role of Chief Renewable Energy Officer to our management team is a positive step forward for Digihost as we continue our growth trajectory and create shareholder value in an environmentally and socially responsible way.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company's mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
www.digihost.ca
T: 1-818-280-9758
Email: michel@digihost.ca
2
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that is based on expectations, estimates and projections as at the date of this news release. Forward-looking information in this news release includes information about listing on Nasdaq, hashrate expansion, diversification of operations to include Ethereum technology, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results, performance or achievements to differ materially from those described in such forward-looking information include, but are not limited to: risks relating to completion of the Nasdaq listing process, continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
3
Exhibit 99.130
DIGIHOST ANNOUNCES STRATEGIC COLLABORATION WITH BIT DIGITAL
TO INCREASE COMBINED HASHRATES BY 400 PH
Toronto, ON – June 10, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has entered into a strategic co-mining agreement (the “Agreement”) with Bit Digital USA, Inc. (“BTBT”) (Nasdaq: BTBT). Pursuant to the terms of the Agreement, the Company will provide certain premises (the “Premises”) to BTBT for the purpose of the operation and storage of a 20 MW Bitcoin mining system (the “Miners”) to be delivered by BTBT, and the Company will also provide services to maintain the Premises for a term of two years. The collaboration between Digihost and BTBT is expected to generate an increase in hashrate of approximately 400 PH between the companies.
Under the terms of the Agreement, Digihost will provide power for the operation of the Miners and will also provide management services necessary to maintain 95% uptime on the Miners. In consideration for these services, after paying Digihost a very competive rate for power, Digihost and BTBT will participate in a profit sharing arrangement based on a fixed distribution formula. It is expected that the Miners will be delivered and installed during the fourth quarter of this year.
Michel Amar, the Company’s CEO, stated: “We are extremely pleased by this strategic collaboration with Bit Digital which, based on current Bitcoin metrics, is expected to deliver significant results through the increase in hashrate of 400 PH between the two companies. Our business strategy continues to be growth through the expansion of our mining infrastructure, vertical integration of low-cost and green sources of energy, strategic partnerships with leading companies in the blockchain sector, and geographic diversification in North America to strategically operate our business in regions where minimal or no carbon footprint is generated.”
Bryan Bullett, BTBT’s CEO, stated: “We are extremely pleased by this strategic collaboration with Digihost which marks our ongoing expansion in North America, as we continue to transition our mining fleet here. Our business strategy continues to encompass growth through the expansion of strategic partnerships with institutional-quality hosting providers with aligned economic interests, to secure efficient access to power and hosting. We look forward to a successful partnership with Digihost.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that is based on expectations, estimates and projections as at the date of this news release. Forward-looking information in this news release includes information about hashrate expansion, diversification of operations, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results, performance or achievements to differ materially from those described in such forward-looking information include, but are not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.131
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
June 10, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on June 10, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michelamar@me.com
Item 9 | Date of Report |
June 10, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES STRATEGIC COLLABORATION WITH BIT DIGITAL
TO INCREASE COMBINED HASHRATES BY 400 PH
Toronto, ON – June 10, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has entered into a strategic co-mining agreement (the “Agreement”) with Bit Digital USA, Inc. (“BTBT”) (Nasdaq: BTBT). Pursuant to the terms of the Agreement, the Company will provide certain premises (the “Premises”) to BTBT for the purpose of the operation and storage of a 20 MW Bitcoin mining system (the “Miners”) to be delivered by BTBT, and the Company will also provide services to maintain the Premises for a term of two years. The collaboration between Digihost and BTBT is expected to generate an increase in hashrate of approximately 400 PH between the companies.
Under the terms of the Agreement, Digihost will provide power for the operation of the Miners and will also provide management services necessary to maintain 95% uptime on the Miners. In consideration for these services, after paying Digihost a very competive rate for power, Digihost and BTBT will participate in a profit sharing arrangement based on a fixed distribution formula. It is expected that the Miners will be delivered and installed during the fourth quarter of this year.
Michel Amar, the Company’s CEO, stated: “We are extremely pleased by this strategic collaboration with Bit Digital which, based on current Bitcoin metrics, is expected to deliver significant results through the increase in hashrate of 400 PH between the two companies. Our business strategy continues to be growth through the expansion of our mining infrastructure, vertical integration of low-cost and green sources of energy, strategic partnerships with leading companies in the blockchain sector, and geographic diversification in North America to strategically operate our business in regions where minimal or no carbon footprint is generated.”
Bryan Bullett, BTBT’s CEO, stated: “We are extremely pleased by this strategic collaboration with Digihost which marks our ongoing expansion in North America, as we continue to transition our mining fleet here. Our business strategy continues to encompass growth through the expansion of strategic partnerships with institutional-quality hosting providers with aligned economic interests, to secure efficient access to power and hosting. We look forward to a successful partnership with Digihost.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
2
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that is based on expectations, estimates and projections as at the date of this news release. Forward-looking information in this news release includes information about hashrate expansion, diversification of operations, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results, performance or achievements to differ materially from those described in such forward-looking information include, but are not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
3
Exhibit 99.132
DIGIHOST APPOINTS CHIEF RENEWABLE ENERGY OFFICER
TO LEAD ITS DIGIGREEN INITIATIVE
Toronto, ON – June 15, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce the appointment of Mr. Luke Marchiori as the Company’s new Chief Renewable Energy Officer (“CREO”) in an advisory role, effective June 15, 2021. Mr. Marchiori will be based out of New York and will oversee the management of the Company’s DigiGreen initiative, displacing traditional energy supply with sustainable alternatives as disclosed in the Company’s June 7, 2021 news release.
In addition to his advisement on renewable energy supply for Digihost, Mr. Marchiori will continue as Executive Vice President at EnergyMark, LLC, a regional supplier of electricity, natural gas, renewable energy and power project developments. Mr. Marchiori sits on the Board of the Clean Communities of Western New York, an advocacy group promoting the use of non-petroleum transportation fuels, emphasizing electric vehicles along with compressed natural gas for fleet vehicles. He is also a member in the New York Solar Energy Industries Association, a trade association advocating for the growth in the use of solar power, such as Community Solar, in New York State. Mr. Marchiori holds a Bachelor’s degree in Finance & Economics and an MBA from St. Bonaventure University.
Michel Amar, CEO of the Company, stated: “We are very pleased to welcome Luke to Digihost’s senior management team, and we look forward to benefitting from his extensive experience in the cleantech and renewable energy sector to achieve the objectives of our DigiGreen initiative. We are proud to be a leader in the cryptocurrency mining space with our DigiGreen initiative. Over 90% of the energy consumed in the Company’s Bitcoin mining operations is from sources that create zero carbon emissions and more than 50% of the energy consumed by the Company is generated from renewable sources. The addition of Luke to our team will help us to work towards further reducing our already very low carbon footprint.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with ability to expand to a rate of 3EH upon the completion of its previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that is based on expectations, estimates and projections as at the date of this news release. Forward-looking information in this news release includes information about hashrate expansion, diversification of operations, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results, performance or achievements to differ materially from those described in such forward-looking information include, but are not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.133
DIGIHOST ANNOUNCES CAD$15 MILLION PRIVATE PLACEMENT WITH INSTITUTIONAL INVESTORS
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES/
Toronto, ON – June 15, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has entered into subscription agreements with certain institutional investors, for gross proceeds of approximately CAD$15 million in a private placement of its equity securities, comprised of 8,333,336 common shares of the Company (“Shares”) and warrants to purchase up to 6,250,002 common shares (“Warrants”), at a purchase price of CAD$1.80 per Share and associated Warrant. The Warrants have an exercise price of CAD$1.99 per Share and exercise period of three years from the issuance date. The net proceeds of the private placement will be used by the Company primarily to acquire additional Bitcoin miners, expand infrastructure focused on environmental sustainability, and improve its working capital position.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the private placement.
The private placement is expected to close on or about June 18, 2021, subject to satisfaction of customary closing conditions, including the approval of the TSX Venture Exchange.
No securities were offered or sold to Canadian residents in connection with the private placement.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release shall not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
www.digihost.ca
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as of the date of this news release. “Forward-looking information” in this news release includes information about the Private Placement including closing of the Private Placement and approval of the TSX Venture thereof and the use of net proceeds from the Private Placement, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: market and other conditions, continued effects of the COVID-19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; the availability of electricity at prevailing rates and on a continuous basis; and, other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; the pricing of electricity at historical rates; the adequacy and security of custody for coins maintained in inventory; and, there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.134
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 | Date of Material Change |
June 15, 2021
Item 3 | News Release |
The press release attached as Schedule “A” was released on June 15, 2021.
Item 4 | Summary of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 5 | Full Description of Material Change |
The material change is described in the press release attached as Schedule “A”.
Item 6 | Reliance of subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Item 7 | Omitted Information |
Not applicable.
Item 8 | Executive Officer |
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michel@digihost.ca
Item 9 | Date of Report |
June 16, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES CAD$15 MILLION PRIVATE PLACEMENT WITH INSTITUTIONAL INVESTORS
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES/
Toronto, ON – June 15, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has entered into subscription agreements with certain institutional investors, for gross proceeds of approximately CAD$15 million in a private placement of its equity securities, comprised of 8,333,336 common shares of the Company (“Shares”) and warrants to purchase up to 6,250,002 common shares (“Warrants”), at a purchase price of CAD$1.80 per Share and associated Warrant. The Warrants have an exercise price of CAD$1.99 per Share and exercise period of three years from the issuance date. The net proceeds of the private placement will be used by the Company primarily to acquire additional Bitcoin miners, expand infrastructure focused on environmental sustainability, and improve its working capital position.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the private placement.
The private placement is expected to close on or about June 18, 2021, subject to satisfaction of customary closing conditions, including the approval of the TSX Venture Exchange.
No securities were offered or sold to Canadian residents in connection with the private placement.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release shall not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company's mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
Michel Amar, Chief Executive Officer
www.digihost.ca
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as of the date of this news release. “Forward-looking information” in this news release includes information about the Private Placement including closing of the Private Placement and approval of the TSX Venture thereof and the use of net proceeds from the Private Placement, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: market and other conditions, continued effects of the COVID-19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; the availability of electricity at prevailing rates and on a continuous basis; and, other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; the pricing of electricity at historical rates; the adequacy and security of custody for coins maintained in inventory; and, there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.135
DIGIHOST ANNOUNCES CLOSING OF CAD$15 MILLION
BROKERED PRIVATE
PLACEMENT WITH INSTITUTIONAL INVESTORS
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES/
Toronto, ON – June 21, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has closed its previously announced private placement of equity securities (the “Offering”). The offering was for gross proceeds of CAD$15 million in a private placement of its equity securities and consisted of the sale of 8,333,336 common shares of the Company (“Shares”) and warrants to purchase 6,250,002 common shares (“Warrants”), at a purchase price of CAD$1.80 per Share and associated Warrant. The Warrants have an exercise price of CAD$1.99 per Share and an exercise period of three years from the issuance date.
The net proceeds of the private placement will be used by the Company primarily to acquire additional Bitcoin miners, expand infrastructure focused on environmental sustainability, and improve its working capital position.
H.C. Wainwright & Co. acted as the exclusive placement agent for the private placement.
H.C. Wainwright & Co. received (i) a cash commission equal to 8.0% of the gross proceeds of the Offering and (ii) 666,667 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant will entitle the holder to purchase one common share at an exercise price of CAD$2.25 at any time for a period of three years from the issuance date.
The securities issued under the Offering are subject to customary resale restrictions in the United States with no resale restrictions in Canada. No securities were offered or sold to Canadian residents in connection with the private placement.
Resignation of Director
The Company also announces that, effective immediately, Gerard Guez has resigned as a Director of the Company for personal reasons. The Company would like to thank Mr. Guez for his continuous hard work and contributions to the Digihost board over the past year and a half.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as of the date of this news release. “Forward-looking information” in this news release includes information about the Offering including closing of the Offering and approval of the TSX Venture thereof and the use of net proceeds from the Offering, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: market and other conditions, continued effects of the COVID-19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; the availability of electricity at prevailing rates and on a continuous basis; the adequacy and security of custody for coins maintained in inventory; and, other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; the pricing of electricity at historical rates; the adequacy and security of custody for coins maintained in inventory; and, there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Exhibit 99.136
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Digihost Technology Inc. (formerly HashChain Technology Inc.)
18 King Street East, Suite 902
Toronto, ON M5C 1C4
Item 2 Date of Material Change
June 21, 2021
Item 3 News Release
The press release attached as Schedule “A” was released on June 21, 2021.
Item 4 Summary of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 5 Full Description of Material Change
The material change is described in the press release attached as Schedule “A”.
Item 6 Reliance of subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Inquires in respect of the material change referred to herein may be made to:
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
E: michel@digihost.ca
Item 9 Date of Report
June 21, 2021
SCHEDULE “A”
DIGIHOST ANNOUNCES CLOSING OF CAD$15 MILLION
BROKERED PRIVATE
PLACEMENT WITH INSTITUTIONAL INVESTORS
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES/
Toronto, ON – June 21, 2021 – Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that the Company has closed its previously announced private placement of equity securities (the “Offering”). The offering was for gross proceeds of CAD$15 million in a private placement of its equity securities and consisted of the sale of 8,333,336 common shares of the Company (“Shares”) and warrants to purchase 6,250,002 common shares (“Warrants”), at a purchase price of CAD$1.80 per Share and associated Warrant. The Warrants have an exercise price of CAD$1.99 per Share and an exercise period of three years from the issuance date.
The net proceeds of the private placement will be used by the Company primarily to acquire additional Bitcoin miners, expand infrastructure focused on environmental sustainability, and improve its working capital position.
H.C. Wainwright & Co. acted as the exclusive placement agent for the private placement.
H.C. Wainwright & Co. received (i) a cash commission equal to 8.0% of the gross proceeds of the Offering and (ii) 666,667 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant will entitle the holder to purchase one common share at an exercise price of CAD$2.25 at any time for a period of three years from the issuance date.
The securities issued under the Offering are subject to customary resale restrictions in the United States with no resale restrictions in Canada. No securities were offered or sold to Canadian residents in connection with the private placement.
Resignation of Director
The Company also announces that, effective immediately, Gerard Guez has resigned as a Director of the Company for personal reasons. The Company would like to thank Mr. Guez for his continuous hard work and contributions to the Digihost board over the past year and a half.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
2
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.
www.digihost.ca
Michel Amar, Chief Executive Officer
T: 1-818-280-9758
Email: michel@digihost.ca
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 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.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as of the date of this news release. “Forward-looking information” in this news release includes information about the Offering including closing of the Offering and approval of the TSX Venture thereof and the use of net proceeds from the Offering, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: market and other conditions, continued effects of the COVID-19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; the availability of electricity at prevailing rates and on a continuous basis; the adequacy and security of custody for coins maintained in inventory; and, other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; the pricing of electricity at historical rates; the adequacy and security of custody for coins maintained in inventory; and, there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
3
Exhibit 99.137
|
|
June 18, 2021 |
Raymond Chabot
T 514-878-2691 |
Consent of Independent Auditor
We hereby consent to the incorporation by reference in the Registration Statement on Form 40-F of Digihost Technology Inc. of our report dated April 30, 2021, relating to the consolidated financial statements, which is filed as Exhibit 99.105 to the Registration Statement on Form 40-F.
Yours very truly,
Louis Roy, CPA auditor, CA
Partner
Member of Grant Thornton International Ltd | rcgt.com |
Exhibit 99.138
June 21, 2021
United States Securities and Exchange Commission
Dear Sirs/Mesdames:
Re: | Digihost Technology Inc. (the “Company” or “Digihost”) |
We hereby consent to the incorporation by reference in the Registration Statement on Form 40-F of Digihost Technology Inc. of our report dated June 11, 2020, relating to the audited financial statements for the year ended December 31, 2019 and for the period from incorporation (October 9, 2018) to December 31, 2018, which is filed as Exhibit 99.21 to the Registration Statement on Form 40-F.
We also consent to reference to us under the heading, “Experts” in the Annual Information Form for the year ended December 31, 2019, which is filed as Exhibit 99.49 to the Registration Statement on Form 40-F.
We make no representation as to the sufficiency and accuracy of the documents being filed with the United States Securities and Exchange Commission as Exhibits to Form 40-F, with the exception of the aforementioned financial statements.
Yours very truly,
/s/ Clearhouse LLP
Chartered Professional Accountants
Licensed Public Accountants