Capital Pool Company (CPC) Aumento Capital VI Corporation (TSX-V: AUO) has inked a deal with CryptoStar Inc. to complete a Reverse Takeover (RTO) and Qualifying Transaction (QT), which will result in a new publicly-traded Bitcoin miner.
Aumento says it will also raise C$21.5 million to fund both the acquisition and future growth strategy.
CryptoStar's business is principally conducted in Utah, where CryptoStar leases a warehouse that houses the majority of its miners (the "Utah Data Centre"). In addition to the Utah Data Center, CryptoStar has entered into hosting service agreements ("Hosting Service Agreements") with third party data centre operators in Newfoundland and Labrador, Canada (the "NL Data Centre") and Iceland (the "Iceland Data Centre"). Under these Hosting Service Agreements, the owners of the NL Data Centre and the Iceland Data Centre provide rack space, electrical power, internet connectivity and other ancillary services to support the operation of CryptoStar miners.
|Utah Data Centre||NL Data Centre||Iceland Data Centre|
|Number of miners||1905||850||700|
|MW* (currently active)||2.67||1.19||0.98|
|PH/s**||24.26 PH/s||9.09 PH/s||7.78 PH/s|
**Petahash per second
CryptoStar is in the process of preparing its audited financial statements, which will be included in a filing statement to be prepared and filed with the TSXV in connection with the Qualifying Transaction.
The Proposed Transaction
It is currently anticipated that ACC will acquire CryptoStar, by way of a share exchange, merger, amalgamation, arrangement or other similar form of transaction as agreed by the parties, which will result in CryptoStar shareholders holding the majority of outstanding shares of the resulting issuer.
The LOI contemplates the negotiation of a formal agreement, which will be subject to a number of conditions precedent, including:
- CryptoStar shall have completed the Private Placement for gross proceeds of a minimum of $21,500,000 at an issuance price per share of $0.50;
- receipt of and satisfaction by ACC with historical financial statements of the CryptoStar business as required under applicable securities law;
- completion of mutual satisfactory due diligence investigations of CryptoStar and ACC;
- approval of the Proposed Transaction by the boards of directors of CryptoStar and ACC;
- execution of a definitive agreement effecting the Proposed Transaction;
- approval of the Proposed Transaction by CryptoStar shareholders, if required;
- receipt of all regulatory approvals with respect to the Proposed Transaction and the listing of the resulting issuer's common shares on the TSXV; and
- confirmation of no adverse material change of CryptoStar or ACC.
Insiders, Board of Directors and Management of the Resulting Issuer
CryptoStar currently has one shareholder, Adrenaline Pty Ltd. Adrenaline Pty Ltd is arm's length to ACC. Adrenaline Pty Ltd is expected to own more than 10% of the ACC Shares after giving effect to the Qualifying Transaction, and therefore Adrenaline Pty Ltd, David Jellins and Amelia Jones are expected to become insiders of the Corporation by virtue of their respective share holdings. Amelia Jones and David Jellins are the principals of Adrenaline Pty Ltd, a leading seller of gift vouchers and unique experiences in Australia and the United States.
David Jellins - Chief Executive Officer and Director
Mr. Jellins is the founder and Chief Executive Officer of CryptoStar. Mr. Jellins is also currently the Chief Executive Officer of Adrenaline Pty Ltd. Mr. Jellins has a history of other successful ventures including, STREAMX, a streaming media services business divested in 2004 and FASTmail Internet Services, an Australian internet service provider divested in 2000. He holds a Bachelor of Engineering degree in Computer Systems Engineering from the University of Technology Sydney, Australia.
Amelia Jones - Director
Mrs. Jones is the founder and a Director of CryptoStar. Mrs. Jones is also currently a Director of Adrenaline Pty Ltd. Mrs. Jones has a history of other successful ventures including, STREAMX, a streaming media services business divested in 2004. She holds a Bachelor of Commerce degree and Bachelor of Science degree from the University of Melbourne, Australia.
Corey Dozhier - Chief Operating Officer
Mr. Dozhier is currently the Chief Operating Officer of CryptoStar. Mr. Dhozhier has held various positions relating to the data centre industry, including: Manager, Data Center Facilities Engineering, Data Center Chief Engineer and Data Center Facilities Engineer with Oracle, and the Quality Assurance and Quality Control Supervisor with Cache Valley Electric Company. He holds an A.A.S. degree in Electrical Studies from Salt Lake Community College.