CryptoBlox to Acquire Crypto Mining Facility and Provides Corporate Update - Seite 2

In exchange for 100% of the total issued and outstanding shares of Redwater, CryptoBlox will issue 220,000,000 common shares of the Company (the “Consideration Shares”) at a deemed price of $0.05 per Consideration Share to the shareholders of Redwater for a deemed transaction value of $11,000,000. The Consideration Shares will be issued in tranches with 118,280,800 Consideration Shares being delivered to the shareholders on Redwater upon closing of the Acquisition, and the remaining 101,719,200 Consideration Shares to be delivered upon the completion of certain milestones being met by Redwater pursuant to the terms of the Agreement. The Acquisition was negotiated at arm’s length and does not constitute a change of control. There were no finders’ fees associated with this transaction.

The acquisition of Redwater signifies a significant milestone for CryptoBlox and solidifies its position as a substantial player in the evolving cryptocurrency mining industry. The Company remains committed to driving sustainable and environmentally conscious practices while delivering superior mining solutions.

The Consideration Shares will be issued pursuant to s. 2.16 (take-over bid and issuer bid) of National Instrument 45-106 Prospectus Exemptions. Completion of the Acquisition is subject to customary conditions precedent, board approvals and approval of the Canadian Securities Exchange.

Corporate Update

As the Company continues to focus on its Crypto Mining Blockchain division, the Company is very pleased to welcome Akshay Sood to its Board of Directors, effective June 16, 2023. Mr. Sood is a seasoned leader in the blockchain industry, boasting years of experience in advising and incubating early-stage blockchain/web3 based startups. He has been responsible for early-stage capital raises through his venture incubation and advisory services and has been involved in high growth startups within a broad spectrum of blockchain based businesses. Mr. Sood replaces Bryson Goodwin, who has stepped down from his positions as Chief Executive Officer and Director of the Company, also effective June 16, 2023. The Company has appointed Taryn Stemp as interim Chief Executive Officer. The Company thanks Mr. Goodwin for his tenure with the Company and leadership in driving the growth of each of its Blockchain verticals.