GREEN VALLEY MINE INCORPORATED
Green Valley Announces Update on Miningsky Transaction
Vancouver, B.C. – (April 25, 2018) – Green Valley Mine Incorporated (“Green Valley” or the “Company”) (TSX-V: GVY) announces that further to its news release dated February 9, 2018, the purchase and sale agreement previously entered into by the Company and 1151152 B.C. Ltd. (“Numberco”) for the Company’s proposed acquisition of 100% of the issued and outstanding share capital of Miningsky Technology Ltd. (“Miningsky”) has been restructured. The Company will enter into a share exchange agreement (the “Share Exchange Agreement”) with Miningsky and the shareholders of Miningsky whereby the Company will acquire from Miningsky’s shareholders 100% of the issued and outstanding common shares of Miningsky on a 1:1 basis (the “Proposed Transaction”). Each shareholder of Miningsky will receive one common share of the Company for each one Miningsky share sold to the Company. On completion of the Share Exchange Agreement, Miningsky will become a wholly owned subsidiary of the Company, and the business of Miningsky will become the business of the Company. The Proposed Transaction will constitute a Change of Business (“COB”), as defined under the policies of the TSX Venture Exchange (“TSXV”), and upon completion of the Proposed Transaction, the Company will operate as a Tier 2 Technology Issuer. The Company will also change its name to “Skychain Technologies Inc.” or such other name as may be acceptable to regulatory authorities.
The Proposed Transaction is considered a non-arms’ length transaction under the policies of the TSXV, as Bill Zhang is a director of the Company, and also a director and officer of Miningsky. The Company will seek disinterested shareholder approval of the Proposed Transaction by way of written consent.
The members of the Company’s Board and management are set out in its April 6, 2018 news release. At present, the Company does not expect further Board or management changes on closing of the COB. The Company continues to evaluate opportunities complimentary and supportive of the Miningsky business.
Miningsky is an incorporated company, formed on November 10, 2017 under the Business Corporations Act (British Columbia) and is located in Vancouver, British Columbia. Miningsky is a technology company, involved in designing and manufacturing blockchain infrastructure in order to provide a full-service solution for all cryptocurrency needs.
Miningsky manufactures and sells its proprietary Miningsky 8-GPU Mining Rig, a high performance GPU-based miner designed to mine Ethereum and other cryptocurrencies, while also specializing in large-scale power services, mining farm construction and miner hosting services. Additionally, Miningsky offers an optimized deployment solution designed to help our clients start their mining operation immediately, no matter the scale.
According to its unaudited financial statements for the period of incorporation on November 10, 2017, to January 31, 2018, Miningsky had total assets of CDN$891,869 and total liabilities of CDN$885,740. Miningsky’s sales revenue and deficit during the same period was CDN$22,646 and CDN$(53,871), respectively. Miningsky also had CDN$281,814 in cash during this period.
As discussed with and permitted by the TSXV, the Company will close a working capital private placement for gross proceeds of CDN$325,000 (the “Offering”) through the issuance of 1,083,333 common shares at $0.30 per common share. Proceeds from the Offering will be used for general working capital and the securities issued will be subject to a four month plus a day hold period from the date of issuance.
In connection with the Proposed Transaction, Miningsky will raise funds directly through a private placement financing (the “Miningsky Offering”). The Miningsky Offering will consist of non-voting common shares of Miningsky. Investors who become shareholders of Miningsky under the Miningsky Offering will be parties to the Share Exchange Agreement, and receive shares of the Company on closing of that agreement. Miningsky anticipates that it will issue up to 12,985,000 non-voting common shares under the Miningsky Offering, which will be exchanged on a 1:1 basis for common shares of the Company under the Share Exchange Agreement. Therefore, on closing of the Proposed Transaction, including the common shares issued under the Company’s private placement Offering, it is estimated that the Company will have 32,508,716 common shares issued and outstanding, on an undiluted basis. The Company also has 2,556,000 share purchase warrants exercisable at $0.315 outstanding (expiring May 24, 2018), which if exercised would result in 35,064,716 common shares outstanding. The Company believes this number to be an accurate estimate, but may change depending on the gross proceeds raised under the Miningsky Offering.
The Proposed Transaction and the Offering are subject to, among other things, receipt of all applicable regulatory approvals, final approval of the TSXV and the satisfaction of customary closing conditions. The Company will seek shareholder approval of the proposed acquisition of Miningsky as described elsewhere in this news release. Sponsorship is required under TSXV policies and the Company has requested a waiver of Sponsorship. There is no guarantee Sponsorship will be waived.
ON BEHALF OF THE BOARD OF DIRECTORS
Per: “Scott Young”
Scott Young, Director
For further information, please contact:
Neither the 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.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and 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 circular 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 the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
This news release may include forward-looking statements that are subject to inherent risks and uncertainties. All statements within this news release, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those described in forward-looking statements. Factors that could cause actual results to differ materially from those described in forward-looking statements include fluctuations in market prices, including metal prices, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under applicable laws.