COIN Hodl Announces Agreement to Sell Del Carmen Royalty and Provides Update on Reverse Takeover
TORONTO, Feb. 18, 2021 (GLOBE NEWSWIRE) — COIN Hodl Inc. (TSXV: COIN) (“COIN”) is pleased to announce it has entered into a binding agreement with a royalty company pursuant to which COIN will sell its royalty interest (the “Royalty”) on certain mining concessions located in the Province of San Juan, Argentina (the “Del Carmen Project”), for cash consideration of C$1,600,000.
The Royalty is a 0.5% net smelter returns royalty in respect of products mined from the Del Carmen Project which was granted to COIN under a royalty agreement with Minera Del Carmen S.A., dated April 6, 2015.The sale of the Royalty remains subject to satisfaction of customary conditions, approval of the TSX Venture Exchange (the “Exchange”) and execution of standard transaction documentation.No finder’s fees are payable in connection with the sale of the Royalty.Update on Proposed Reverse TakeoverFurther to its news release of January 25, 2021, COIN and Tokens.com Inc. (“Tokens”) have entered into a letter of intent (the “LOI”) whereby COIN has agreed to acquire all of the issued and outstanding securities of Tokens in exchange for securities of COIN (the “Transaction”). The Transaction will result in the reverse takeover of COIN by Tokens, as contemplated under the policies of the Exchange.Under the terms of the LOI, COIN agreed to make commercial best efforts to complete the sale of the Royalty on reasonable and customary terms prior to closing of the Transaction, with the net proceeds to be distributed to COIN shareholders prior to the closing of the Transaction, subject to COIN shareholders’ approval.COIN and Tokens are currently conducting due diligence and finalizing terms of a definitive agreement to supersede the LOI.On February 2, 2021, Tokens and COIN announced that Tokens had entered into an agreement with a syndicate of agents to complete a brokered private placement financing (the “Offering”) of subscription receipts of Tokens (the “Subscription Receipts”). The Offering is expected to raise gross proceeds of approximately $20.0 million. The Offering is ongoing and further updates will be provided by COIN and Tokens in due course.For more information related to the Transaction and Offering please refer to the press releases of COIN dated January 25, 2021 and February 2, 2021.Trading in COIN Common SharesTrading in common shares of COIN on the Exchange has been halted in compliance with the policies of the Exchange in connection with this announcement. Trading in common shares of COIN will remain halted pending the review of the proposed Transaction by the Exchange and satisfaction of the conditions of the Exchange for resumption of trading. It is likely that trading in common shares of COIN will not resume prior to closing of the Transaction.Further InformationCompletion of the Transaction is subject to a number of conditions, including Exchange acceptance and, if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.Investors are cautioned that, except as disclosed in the management information circulate or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of COIN should be considered highly speculative.The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.For further information, please contact:Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact are forward-looking statements, and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often using phrases such as “expects”, “anticipates”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends”, or variations of such words and phrases, or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved, are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Transaction and sale of the Royalty; the terms of the proposed Offering; the current business of Tokens; and the business and operations of COIN and Tokens following the closing of the Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include: general business, economic, competitive, political and social uncertainties; delay or failure to receive any necessary board, shareholder or regulatory approvals, including the approval of the Exchange; the risk that the Exchange may not approve the Transaction or the sale of the Royalty; that factors may occur which impede or prevent Tokens’ future business plans; and other factors beyond the control of COIN and Tokens. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. The terms and conditions of the Transaction and Offering may change based on the receipt of tax, corporate and securities law advice for each of the parties. Except as required by law, COIN and Tokens assume no obligation to update the forward-looking statements, whether they change as a result of new information, future events or otherwise, except as required by law.