[ad_1]
Coquitlam, British Columbia – (Newsfile Corp. – June 14, 2021) – Captiva Verde Wellness Corp. (CSE: PWR) (OTC: CPIVF) (“Captiva”) announces that it proposes to purchase all of the issued and outstanding shares of Crypto One Corp (“C1”) through a plan of arrangement such that discussed below. In summary, existing Captiva Verde shareholders will receive 1 new C1 share free of charge for each block of 10 shares they hold in Captiva Verde. For clarity, a shareholder who owns 100,000 shares of Captiva Verde will own 10,000 shares of C1. The conversion will have an escalation bonus where every 10 cent increase in the price of Captiva Verde above $ 0.40 will equal a 10% conversion increase so that at $ 1.40 per share for Captiva Verde , the conversion will be 1 new share of C1 for each 5 shares of Captiva held on the registration date of the conversion to be determined.
Upon completion of the plan of arrangement, C1 will issue 150 million shares to registered shareholders of C1. At the current share price, the capital stack on the proposed C1 quote will look like this:
14,349,107 Existing Captiva Verde shareholders 150,000,000 Crypto One Corp shareholders 164,349,107 Total pre-IPO funding
C1 plans to IPO approximately 10,000,000 shares subject to CSE approval on the date of IPO.
About Crypto One
Crypto One Corp will introduce crypto mining operations with renewable energy performance fully optimized through “never offline” monitoring – called Advantage Performance Monitoring. ”This allows for cost optimization during mining events at high traffic and natural seasonal changes that impact green energy production.Every hour and minute counts while mining while the sun is shining and the unique deregulated energy market in Alberta allows Crypto One to negotiate grid-related supply contracts at the best rates and lowest operating costs in the industry, as well as the supply capacity available to increase mining chopping power and pull leveraged fixed costs to maximize green energy mining window.Reliable and high performance mining equipment operates continuously to capitalize on time before the next halving scheduled for 2024. Crypto One will produce the highly awarded and coveted cryptocurrency certified green energy “demanded by the environmentally conscious market.
Crypto One Corp is a private cryptocurrency company dedicated to bringing digital assets to the clean energy grid. Its Bitcoin mining sites have a zero carbon footprint, and the company’s long-term strategy is to be the largest vertically integrated crypto miner with a wholly owned 100% renewable energy supply.
Proposed plan of arrangement
Captiva Verde is a public company listed on the Canadian Securities Exchange. It owns 100% of the processing facilities and organic farmland in New Brunswick and has a brand new pharmaceutical lab in Mexico. Captiva Verde is also interested in large-scale sustainable housing in California and owns other consumer assets. Captiva Verde owns all of these assets debt free and was listed on the CSE in October 2018.
The purpose of the Arrangement is to restructure the Company by creating a new company, Spinco (Crypto One Corp) which will become a reporting issuer in the provinces of British Columbia, Alberta and Ontario upon completion of the ‘arrangement. The Company believes this will be beneficial to the shareholders of the Company as it is expected that Spinco will enter into a definitive agreement to acquire the assets of Crypto One upon completion of the Arrangement. Management also believes that by creating this new company and providing Captiva shareholders with interests in this company, shareholder value will be significantly improved.
In this regard, Captiva Verde has entered into a Letter of Intent whereby, subject to the completion of the Arrangement, Spinco will acquire the assets of Crypto One. The proposed acquisition is subject to completion of the Arrangement. If the Arrangement were to be completed, the proposed acquisition would be subject to the signing by Spinco of a definitive agreement. It is expected that the proposed acquisition will be subject to standard closing conditions, including required corporate, legal and regulatory approvals, financing and due diligence.
By creating a subsidiary, Spinco, which will acquire the LOI of Captiva and become a separate reporting entity, Spinco (Crypto One) will be better able to directly pursue different specific operating strategies without being subject to the financial and different interests of Captiva Verde. Some of the attributes are:
Spinco offers the shareholders of the Company the opportunity to participate in a new corporate vehicle.
Following the separation, Spinco will also have the flexibility to implement its own unique growth strategies, allowing Spinco to refine and refocus its strategy and business plans.
Additionally, given that the resulting business will focus on its respective industry, namely renewable energy-based cryptocurrency mining, Spinco will be more easily understood by public investors, which will allow Spinco to ” be in a better position to raise capital and align management and employee incentives with the interests of shareholders.
Pursuant to the Arrangement, Captiva will transfer to Spinco all of Captiva’s interests in and Crypto One’s letter of intent in exchange for 14,349,107 Spinco shares, which shares will be distributed to Captiva shareholders who own Captiva shares. on the date of registration of the distribution of shares. Each shareholder of Captiva on the date of registration of the distribution of shares, other than a dissident shareholder, will hold immediately after the arrangement the proposed pro rata number of new shares in the capital of Spinco (Crypto One) plus the exact number of Captiva Verde shares it currently holds to be distributed under the Arrangement for each Captiva share currently held.
Jeff Ciachurski, CEO of Captiva Verde, says: “Crypto One has always been at the forefront of this major disruptive financial theme of renewable energy crypto mining. Crypto One understands the current need of public shareholders and investors to have a direct and tangible access to energy policy, and the new paradigm of engagement in green energy is paramount for the new generation of well-educated, online connected and socially aware investors. ”
On behalf of the board of directors
“Jeff Ciachurski”
Jeffrey Ciachurski President and CEO and Director Cell: (949) 903-5906 Email: [email protected]
Caution regarding forward-looking information
This press release includes certain statements which may be considered “forward-looking statements”. All statements in this press release, other than statements of historical fact, which deal with events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements which are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends to”. “,” Believes “,” projects “,” potential “and similar expressions, or that events or conditions” will “,” would “,” could “,” could “or” should “occur. Although the Company believes that the expectations expressed in these forward-looking statements are based on reasonable assumptions, these statements are not guarantees of future performance and actual results may differ materially from those of forward-looking statements. Factors that could cause actual results to differ materially from those of forward-looking statements include regulatory actions, market prices and the continued availability of capital and financing, as well as general economic, market or business conditions. Investors are cautioned that these statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the management of the Company on the date the statements are made. Except as required by applicable securities laws, the Company assumes no obligation to update these forward-looking statements in the event that the beliefs, estimates or opinions of management, or other factors, should change.
The Canadian Securities Exchange has not reviewed, approved or disapproved of the contents of this press release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/87439
[ad_2]
picture credit