Le Lézard
Classified in: Business
Subjects: FNC, OFR

Vogogo Inc. announces extendible convertible debenture offering of up to CAD$30.0 million


/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

CALGARY, May 15, 2018 /CNW/ - Vogogo Inc. (CSE:VGO) ("Vogogo" or the "Company") is pleased to announce that it has filed a preliminary short form prospectus in connection with a fully marketed offering of up to 30,000 units (the "Units") at a price of $1,000 per Unit ("Issue Price") for gross proceeds of up to $30,000,000 (the "Offering"). The Offering is being conducted by Canaccord Genuity Corp. (the "Agent").  Each Unit will be comprised of $1,000 principal amount of senior unsecured extendible non-redeemable convertible debentures ("Convertible Debentures") and 1,000 warrants ("Warrants") of the Company.  In addition, the Company has agreed to grant the Agent an option (the "Over-Allotment Option") to sell up to an additional 4,500 Units on the same terms and conditions as the Offering, exercisable any time, in whole or in part, up to 30 days after the Closing Date (as hereinafter defined) of the Offering.  If the Over-Allotment Option is exercised in full, the total gross proceeds to Vogogo will be up to $34,500,000.

The initial maturity date of the Convertible Debentures will be the earlier of (the "Initial Maturity Date"): (i) November 30, 2018, and (ii) the date at which the Company terminates the 828 Acquisition (as defined herein).  In the event that the Company terminates the 828 Acquisition, holders of the Convertible Debentures will receive an amount equal to 104% of the Issue Price and will retain ownership of any Warrants issued under the Units.  The Initial Maturity Date will be extended to June 30, 2020 (the "Final Maturity Date") upon the completion of the acquisition of 14,000 newly installed cryptocurrency mining machines plus supporting infrastructure (the "828 Acquisition"), as described in the Company's press release dated April 19, 2018, in the event the 828 Acquisition is completed on or before the Initial Maturity Date; otherwise the Initial Maturity Date will remain. In the event the maturity date is extended from the Initial Maturity Date to the Final Maturity Date, the Company has the option to satisfy its obligation to repay the principal amount of the Convertible Debentures, in whole or in part, by delivering that number of freely tradable common shares of the Company (the "Common Shares") equal to 95% of the volume-weighted average trading price for the Common Shares on the Canadian Securities Exchange (the "CSE") for the 20 consecutive trading days ending five trading days prior to the maturity date. The Convertible Debentures will have an interest rate of 8.00% per annum payable semi-annually in arrears on December 31 and June 30, with the first coupon paid in cash on the third business day following the completion of the 828 Acquisition in the event the 828 Acquisition occurs before the Initial Maturity Date. Each $1,000 principal amount of Convertible Debentures will be convertible into approximately 2,000 Common Shares of the Company at any time following the completion of the 828 Acquisition, at the option of the holder, representing a conversion price of $0.50 per Common Share.  Each Warrant will entitle the holder to purchase one Common Share at a price of $0.70 for a period of 24 months following the Closing Date.

The Units to be issued under the Offering will be offered by way of a short form prospectus filed in the provinces of Ontario, British Columbia and Alberta, and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and certain other jurisdictions outside of Canada and the United States.

The Offering is expected to close on or about June 15, 2018 (the "Closing Date") and is subject to certain conditions, including but not limited to, the receipt of all necessary regulatory approvals, including the approval of the CSE.

The use of proceeds of the Offering will be used to fund the 828 Acquisition and general corporate purposes.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities 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 or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.                                       

About Vogogo Inc.:

Vogogo currently operates its cryptocurrency mining activities at a leased facility in Pointe-Claire, Québec. This includes mining for cryptocurrencies for its own account, as a service for third party customers and within mining pools. As it continues to embrace blockchain technology, Vogogo is exploring opportunities in all aspects of the cryptocurrency segment, including the three verticals of mining, payments and currency exchange.

Cautionary Note Regarding Forward-Looking Information

Certain statements in this document, including statements with respect to the proposed Offering, the use of proceeds and the Closing Date, contain forward-looking statements which can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "desires", "will", "should", "projects", "estimates", "contemplates", "anticipates", "intends", or any negative such as "does not believe" or other variations thereof or comparable terminology. No assurance can be given that potential future results or circumstances described in the forward-looking statements will be achieved or will occur. By their nature, these forward-looking statements necessarily involve risks and uncertainties, including the risk that the 828 Acquisition is not completed, the risk that the receipt of all necessary regulatory approvals, including the approval of the CSE, are not obtained, the risk that the Offering is not completed and other risks and uncertainties discussed herein, that could cause actual results to significantly differ from those contemplated by these forward-looking statements. Such statements reflect the view of the Company with respect to future events, and are based on information currently available to the Company and on assumptions, which it considers reasonable. Management cautions readers that the assumptions relative to the future events, several of which are beyond Management's control, could prove to be incorrect, given that they are subject to certain risk and uncertainties, and that actual results may differ materially from those projected. Factors which could cause results or events to differ from current expectations include, among other things: the Company not successfully completing the 828 Acquisition; the Company not obtaining the required regulatory approvals for the Offering; fluctuations in operating results; and the impact of general economic, industry and market conditions. Management disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.

The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.

SOURCE Vogogo Inc


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