CALGARY, Alberta, April 03, 2018 (GLOBE NEWSWIRE) -- Vogogo Inc. (“Vogogo” or the “Company”) (CSE:VGO) today announces that is has closed the previously announced acquisition of all of the issued and outstanding shares of Crypto 205 Inc. (the “Acquisition”). Crypto 205 Inc. (“Crypto 205”) is now a wholly-owned subsidiary of Vogogo that is currently engaged in the business of mining for cryptocurrencies for its own account, as a service for third party customers and within mining pools, together with corresponding support services.
Pursuant to the Acquisition, Vogogo acquired all of the issued and outstanding shares of Crypto 205 from its former shareholders in exchange for an aggregate of 130,000,000 non-voting, convertible series 1 preferred shares in the capital of Vogogo (the “Preferred Shares”). In connection with the Acquisition, Vogogo was also assigned a shareholder loan in exchange for a cash payment of $5 million.
The terms of the Preferred Shares provide, among other things, that they: (i) are non-voting; (ii) are convertible into common shares of Vogogo (“Common Shares”) on a one for one basis, subject to customary adjustments; (iii) are eligible to participate in dividends if and when declared on the Common Shares; (iv) have priority rights on liquidation; and (v) are subject to a restriction that no holder of the Preferred Shares may convert into a number of Common Shares that would result in such holder beneficially owning greater than 9.9% of the Common Shares. The holders of the Preferred Shares have contractually agreed not to convert any Preferred Shares until 3 months after the closing date, at which point they may elect, subject to the terms of the Preferred Shares, to convert up to 25% of the Preferred Shares held on closing of the Acquisition and up to an additional 25% of the Preferred Shares held on closing of the Acquisition after each of October 3, 2018, January 3, 2019 and April 3, 2019.
Crypto 205 commenced operations late in 2017 and expanded quickly, having generated revenue of approximately CAD$2.8 million from its operations from January 1st to February 28th, 2018, based on the closing price of Bitcoin and the exchange rate of the Canadian dollar on February 28, 2018. Crypto 205 operates from state-of-the-art facilities in Pointe-Claire, Québec. At January 1st, Crypto 205 operated approximately 1875 cryptocurrency miners and it currently operates approximately 2,625 cryptocurrency miners, along with supporting equipment, with a further 1,500 cryptocurrency miners anticipated to be operational over the coming days. Electrical power represents the primary expense of cryptocurrency mining and Crypto 205 currently benefits from access to rates that are globally competitive and create favourable differentiation from other mining companies.
John FitzGerald, Vogogo’s recently appointed CEO, stated that “The acquisition of Crypto 205 solidly positions Vogogo in the nascent and rapidly expanding cryptocurrency space. Vogogo now has a scalable platform for engaging in blockchain transactions through mining, associated payments and a range of corresponding support services. We look forward to continue growing our business through organic and acquisitive means.”
About Vogogo Inc.
Vogogo provided web-based payment processing and related transaction risk services focused since 2013 on cryptocurrency transactions. The Company owns certain rights and software for payment processing and transaction risk management services. The Company suspended operations in late 2016 and has since been assessing opportunities to resume operations in the blockchain/cryptocurrency space. The Acquisition fits into the Company’s goal of seeking an acquisition with a primary focus on the cryptocurrency sector to accelerate growth, with the aim of redeploying the Company’s existing proprietary software as a payout vehicle in support of serving as a mining pool hub and mining for third parties on a fee-for-service basis.
For information or interview please contact:
John Kennedy FitzGerald
Chief Executive Officer and President
Neither the Canadian Securities Exchange (“CSE”) nor the Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements. All information, other than information regarding historic fact that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future is forward-looking information. Forward-looking information contained in this news release includes, but is not limited to, the Company assessing alternative opportunities in the blockchain/cryptocurrency space, redeploying the Company’s existing proprietary software and the addition of cryptocurrency miners to the operations of Crypto 205. The words “will,” “anticipate,” “believe,” “estimate,” “expect,” “intent,” “may,” “project,” “should,” and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by Vogogo. Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Vogogo. Vogogo does not have any obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.