UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON , D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934 

 

Date of report (Date of earliest event reported): July 13, 2018

 

iMINE CORPORATION

(Exact name of registrant as specified in Charter)

 

Nevada

 

333 - 55233

 

27-3816969

(State or other jurisdiction of

incorporation or organization)

 

(Commission
File No.)

 

(IRS Employee
Identification No.)

 

8520 Allison Pointe Blvd Ste. 223 #87928

Indianapolis, Indiana 46250

(Address of Principal Executive Offices)

 

(877) 464-6388

(Registrant’s Telephone number)

Copies to:

Asher S. Levitsky PC

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, Suite 1100

New York, New York 10105

Phone: (646) 895-7152

Fax: (646) 895-7238

E-mail: alevitsky@egsllp.com

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 
 
 

 

Item 1.01. Entry into a Material Definitive Agreement

 

On July 13, 2018, the Company entered into a five-year strategic relationship agreement with GIGAIPC Co., Ltd., a wholly-owned subsidiary of Gigabyte Technology Co., Ltd., which is a multinational corporation listed on the Taiwan Stock Exchange. Pursuant to the agreement, during the five-year term, GIGAIPC will not sell cryptocurrency mining rigs except to iMine and its designees, and iMine will only purchase mining rigs from GIGAIPC.

 

Item 7.01. Regulation FD Disclosure

 

On July 18, 2018, the Company issued a press release announcing the agreement with GIGAIPC and its new website.

 

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits

 

d.   Exhibits.     

 

Exhibit No.

 

Description

99.1

 

Agreement dated July 13, 2018 among the Company, GIGAIPC Co., Ltd. and Gigabyte Technology Co., Ltd.

99.2

 

Press release issued July 18, 2018

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

IMINE CORPORATION

 

 

 

Date: July 18, 2018

By:

/s/ Daniel Tsai

 

 

 

Daniel Tsai

 

 

 

Chief Executive Officer

 

 

 

 

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EXHIBIT 99.1

 

AGREEMENT

 

AGREEMENT, dated this 13th day of July, 2018, by and among iMine Corporation, a Nevada corporation (“iMine”); and GIGAIPC Co., Ltd., a company incorporated under the laws of the Republic of China (“GIGAIPC,” and, together with iMine, the “Parties” and each a “Party”)

 

W I T N E S S E T H:

 

WHEREAS, GIGAIPC is collectively referred to as the “Supplier”; and

 

WHEREAS, iMine has designed a computer system whose purpose is to mine cryptocurrency and has purchased 43 such computer system from GIGAIPC pursuant to purchase orders; and

 

WHEREAS, iMine has provided the Supplier with the design and specifications for a cryptocurrency mining rig (a “Mining Rig”) and has purchased Mining Rigs from GIGAIPC based upon iMine’s designs and specifications; and

 

WHEREAS, iMine desires to purchase additional Mining Rigs from Supplier and Supplier desires to sell Mining Rigs only to iMine and its designees; and

 

WHEREFORE, the Parties do hereby agree as follows:

 

1. As used in this Agreement, the term “Mining Rig” shall mean any computer server with multiple, but not less than six, high performance graphic processing units, known as a GPUs, dedicated to cryptocurrency mining and minimal configurations on a barebones CPU with a mainboard that can support at least six GPUs. The Parties understand and agree that the definition of Mining Rigs is broader than the Mining Rigs that iMine purchased from Supplier.

 

2. The Mining Rigs that iMine purchased from GIGAIPC were designed and configured by iMine based on iMine’s knowledge and understanding of the cryptocurrency mining industry and the specific needs of that industry.

 

3. Supplier recognizes that the concept, design and configuration of the Mining Rig, which uses Supplier’s GPUs and other computer hardware, constitutes valuable intellectual property of iMine. Without limiting the generality of the foregoing, other than those proprietary rights owned by Supplier with respect to Supplier’s products, including its hardware, GPUs and software, any idea, invention, work of authorship, drawing, design, formula, algorithm, utility, tool, pattern, compilation, program, device, method, technique, process, improvement, enhancement, modification, development or discovery relating to the Mining Rigs (hereinafter, collectively, “Invention”), whether or not patentable, or copyrightable, or entitled to legal protection as a trade secret or otherwise, that iMine may conceive or that iMine or Supplier make, develop, create, reduce to practice, or work on, in whole or in part, relating to Mining Rigs shall be owned by iMine. Supplier hereby assigns to iMine, without royalty or any further consideration, Supplier’s entire right, title and interest in and to any such Inventions. At iMine’s request, Supplier shall execute an assignment confirming such action. Notwithstanding the foregoing, any knowledge which Supplier may learn or develop in connection with any Invention may be used by Supplier for computer products other than Mining Rigs without payment of any royalty or further consideration to iMine.

 

4. iMine agrees that, during the term of this Agreement, iMine will purchase Mining Rigs only from Supplier; provided, however, that in the specifications of any Mining Rigs ordered by iMine, iMine may include components manufactured by a third party if such components are compatible with Supplier’s hardware. Supplier shall sell Mining Rigs to iMine pursuant to a separate supply agreement between Supplier and iMine or, absent a supply agreement, pursuant to purchase orders placed by iMine.

 

 
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5. Supplier agrees that, during the term of this Agreement, GIGAIPC will not sell or assist or aid others in selling Mining Rigs to any person other than to iMine or a person authorized in writing by iMine to purchase Mining Rigs from Supplier. In furtherance, and not in limitation, of Supplier’s obligations pursuant to this Section 5, Supplier will not list Mining Rigs (whether categorized as Mining Rigs or otherwise) or refer to cryptocurrency on its website or in its catalogue, descriptive literature or in any bids to prospective customers. Supplier shall refer any inquiries relating to Mining Rigs to iMine.

 

6. Nothing in Section 5 of this Agreement shall be construed to prohibit Supplier from selling any computers, components or parts which Supplier regularly sells to customers.

 

7. As used in this Agreement:

 

(a) The term “sell” shall mean sell, lease, rent or otherwise dispose of, convey or transfer.

 

(b) The term “person” shall mean an individual, corporation, trust, association, unincorporated association, company, estate, partnership, joint venture, limited liability company or other legal entity, including a governmental entity.

 

8. This Agreement shall have a term of five years, and shall continue on a year-to-year basis thereafter unless terminated by any Party on not less than 60 days’ written notice prior to the expiration of the initial five year term or any one-year extension.

 

9. This Agreement constitutes the entire agreement of the Parties as to the subject matter hereof, superseding all prior or contemporaneous written or oral understandings, agreements or letters of intent, with respect to the subject matter covered in this Agreement. This Agreement may not be modified or amended, nor may any right be waived, except by a writing which expressly refers to this Agreement, states that it is intended to be a modification, amendment or waiver and is signed by all Parties in the case of a modification or amendment or by the Party granting the waiver in the case of a waiver. No course of conduct or dealing between the parties and no custom or trade usage shall be relied upon to vary the terms of this Agreement.

 

10. The failure of a Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No delay or omission to exercise any right, power or remedy accruing to either party hereto shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver of any breach hereof shall be deemed to be a waiver of any other breach hereof theretofore or thereafter occurring. Any waiver of any provision hereof shall be effective only to the extent specifically set forth in an applicable writing. All remedies afforded to any Party under this Agreement, by law or otherwise, shall be cumulative and not alternative and shall not preclude assertion by such Party of any other rights or the seeking of any other rights or remedies against any other Party.

 

11. The Parties to this Agreement are independent contractors and nothing in this Agreement shall be deemed or constructed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between any of the Parties. No Party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of any other Party. Each Party assumes responsibility for the actions of its personnel and will be solely responsible for their supervision, daily direction and control

 

 
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12. Any notice, consent or communication required under the provisions of this Agreement shall be given in writing and sent or delivered by hand, overnight courier or messenger service which provides evidence of delivery or attempted delivery, against a signed receipt or acknowledgment of receipt, or by registered or certified mail, return receipt requested, or telecopier, email or similar means of communication if receipt is acknowledged by the recipient, to the parties at their respective telecopier, email or addresses set forth on the signature page of this Agreement, with notice to the each party being sent to the attention of the individual who executed this Agreement on behalf of the such party; provided, that no notice shall be given by telecopier to any Party if such Party does not include a telecopier number. Notice shall be deemed given on the date of delivery or attempted delivery. Any Party may, by like notice, change the person, address or telecopier number or email to which notice is to be sent.

 

13. This Agreement shall in all respects be construed and interpreted in accordance with, and the rights of the parties shall be governed by, the laws of the State of Indiana applicable to contracts executed and to be performed wholly within such State, without regard to principles of conflicts of laws.

 

14. Any dispute concerning this Agreement or the rights of the parties hereunder shall be submitted to binding arbitration in Indianapolis, Indiana before a single arbitrator under the rules of the American Arbitration Association. The award of the arbitrator shall be final, binding and conclusive on all parties, and judgment on such award may be entered in any court having jurisdiction. The arbitrator shall have the power, in his discretion, to award counsel fees and costs to the prevailing party; provided, that such counsel fees and cost shall be awarded to a Party if such Party prevails on substantially all issued in dispute. The arbitrator shall have no power to modify or amend any express provision of this Agreement.

 

15. Each party to this Agreement agrees, without cost or expense to any other party, to deliver or cause to be delivered such other documents and instruments as may be reasonably requested by any other party to this Agreement in order to carry out more fully the provisions of, and to consummate the transaction contemplated by, this Agreement.

 

16. If any term, covenant or condition of this Agreement or the application thereof to any party or circumstance shall, to any extent, be determined to be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law, and any court or arbitrator having jurisdiction may reduce the scope of any provision of this Agreement.

 

17. No Party hereto shall have the right to assign or transfer any of its rights hereunder except in connection with a merger of consolidation of such Party or a sale by such Party of all or substantially all of its business and assets provided that the successor entity agrees to assume the assigning Party’s obligations pursuant to this Agreement.

 

18. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs permitted assigns.

 

 
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first aforesaid.

 

Address; email Signature
       

8520 Allison Point Blvd Ste. 223 #87928

IMINE CORPORATION

Indianapolis, Indiana 46250

 

 

Email: danielt@iminecorp.com

By: /s/ Daniel Tsai  
    Daniel Tsai, CEO  

 

 

 

 

 

GIGAIPC CO., LTD.

 

 

 

 

 

 

By:

/s/ Arthur Chuang

 

 

Name:

Arthur Chuang

 

 

Title:

General Manager

 

 

 

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EXHIBIT 99.2

 

iMine Corp Unveils Five-Year Exclusive Strategic Agreement with GIGAIPC, a wholly-owned subsidiary of Gigabyte Technology

 

Indianapolis, IN. July 18, 2018 /GlobeNewswire/ -- iMine Corporation (“iMine” or the “Company”) (OTCQB:JRVS), a publicly-traded company focused on developing and selling commercial-grade cryptocurrency miners, announces that the Company has entered into a five-year strategic relationship with GIGAIPC Co., Ltd., a wholly owned subsidiary of Gigabyte Technology Co., Ltd. (TPE:2376), a multinational corporation listed on the Taiwan Stock Exchange.

 

Pursuant to the agreement, during the five year term of the agreement, GIGAIPC and iMine will work exclusively on cryptocurrency mining rigs.

 

Of the company’s strategic relationship with GIGAIPC, iMine’s Chief Executive Officer Daniel Tsai commented, “The relationship allows iMine to gain access to a streamlined process that covers all aspects of the product development process with a world class manufacturer. iMine strives to be a reputable and reliable supplier of mining rigs to the cryptocurrency mining industry. We are honored to have GIGAIPC and Gigabyte Technology on board to enable us to bring our customers innovative products with cutting-edge technologies with the reliability that we feel is missing from the market place.”

 

Arthur Chuang, General Manager at GIGAIPC, noted, “our relationship with iMine will advance the development of more reliable GPU-based cryptocurrency mining units with stronger performance. By testing and examining the mining performance of iMine’s products, GIGAIPC can gain insight into future improvements of the cryptocurrency mining industry. We are excited to share our resources and technical expertise with iMine Corporation.”

 

About GIGAIPC

 

GIGAIPC Co., Ltd. is a wholly owned subsidiary of Gigabyte Technology Co., Ltd focused on the Internet-of-Things industry. The company’s product offering includes industrial server and networking appliance, motherboard, and touch-enabled monitors. GIGAIPC has access to multiple Gigabyte Technology’s manufacturing facilities in the Greater China region. For more information, please visit http://www.gigaipc.com/.

 

About Gigabyte Technology

 

Gigabyte Technology Co., Ltd. is a Taiwan-based company principally engaged in the production, processing and sales of information technology (IT) products. The Company provides computer motherboards, three dimensional (3D) display graphic cards, laptops, tablet personal computers (PCs), servers, smart phones, broadband network devices and wireless communication products, computer peripherals and network storage products. For more information, please visit http://www.gigabyte.com/us/.

 

 

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About iMine Corp

 

iMine Corporation is a publicly-traded company that is in the process of developing the business of selling computer equipment which can be used for the mining of cryptocurrency. The industry commonly refers to this computer equipment as “mining rigs”. We plan to develop and sell GPU-based mining rigs based on our specifications. For more information, please visit http://iminecorp.com/. Information on our website or any other website is not part of this press release.

 

Safe Harbor Statement:

 

This release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Such statements include any that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the words "estimate", "project", "intend", "forecast", "anticipate", "plan", "planning", "expect", "believe", "likely", "should", "could", "would", "may" or similar words or expressions. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause the company's actual results and financial position to differ materially from those in such statements, which involve risks and uncertainties, including those relating to the Company's ability to design and market cryptocurrency mining equipment, sell any cryptocurrency it may mine, and develop and market its own cryptocurrency mining equipment. Actual results may differ materially from those predicted and any reported should not be considered an indication of future performance. Potential risks and uncertainties include the Company's operating history and resources, economic, competitive, and equity market conditions.

 

Media and Investor Contact:

Mike Zhou

iMine Corp

(877) 464-6388

mikez@iminecorp.com

 

 

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