VANCOUVER, British Columbia (GLOBE NEWSWIRE) — Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF) (“Squire”) is pleased to announce that, further to its press release dated May 30, 2019, on August 29, 2019, Squire entered into a definitive share purchase agreement (the “Agreement“) with Mr. Calvin Ayre, Cunning Hams Limited (“Cunning Hams”), Tansley Equipment Limited (“Tansley”) and Woodland Technology Group Inc. (“Woodland”, and together with Cunning Hams and Tansley, the “Companies”) to purchase all of the issued and outstanding shares of the Companies (the “Transaction”). The Companies own and operate a fleet of cloud computing assets in Canada, the United States and China, representing approximately 2,892 petahash per second of computing power.
As consideration for the Transaction, Squire has agreed to: (i) issue to Mr. Ayre 80,000,000 common shares (the “Common Shares”) in the capital of Squire; (ii) issue to Mr. Ayre 827,000,000 non‐voting participating shares (“NVPS”, and together with the Common Shares, the “Shares”), a new class of shares to be created in the capital of Squire, subject to shareholder approval; and (iii) enter into a profit sharing agreement with respect to the assets of Cunning Hams (the “Cunning Hams Operations Agreement”). The aggregate consideration payable to Mr. Ayre in respect of the Transaction will be subject to adjustment for operational pre‐payments made by the Companies for future use of electricity as at the closing of the Transaction (“Closing”).
The board of directors of Squire has obtained a fairness opinion from Canaccord Genuity Corp., the financial advisor of Squire, that, as of the date of their opinion, and subject to the assumptions, limitations, and qualifications on which such opinion was based, the consideration to be paid by Squire pursuant to the Transaction is fair, from a financial point of view, to Squire.
Closing is subject to customary conditions,