Toronto, Ontario – (Newsfile Corp. – September 29, 2021) – Canada Computational Unlimited Corp. (TSXV: SATO) (the “company“) today announced that Canada Computational Unlimited Inc. (“CCU.ai“), a wholly owned subsidiary of the Company, has completed the prepayment of loans payable which are redeemable in Bitcoin on September 29, 2021 (the”Termination date“).
Description of BTC loan agreements
On June 30, 2019, CCU entered into bitcoin loan agreements (the “BTC loan agreements“) under which he borrowed a total of 118.4743 bitcoins (“BTC“) eight shareholders of CCU: Romain Nouzareth, Mathieu Nouzareth, Julien Romanetto, Frédéric Montagnon and four other shareholders at arm’s length of CCU (collectively, the”Lenders“).
The proceeds from the BTC loan agreements have been used by the CCU to purchase new mining equipment and increase its capacity to mine BTC itself. The BTC loan agreements offered CCU the option of choosing to repay in BTC on pre-arranged terms, as described in the BTC loan agreements:
Phase 1: Every month until the mining equipment is connected, the borrower will pay each lender 0.075 BTC.
Phase 2: From the moment the mining equipment is operational until the Borrower has reimbursed each Lender 3 BTC, the Borrower will pay this Lender 85% of the BTC created using the equipment mining, less electricity costs and pool costs (1%) (the “Contribution margin“).
Phase 3: For 18 months after the end of Phase 2, reimbursement of 50% of the Contribution Margin.
No guarantee has been given by CCU on any of its assets under the BTC loan agreements, and there are no securities of CCU or the Company to be issued in repayment of the BTC loan agreements.
Repayment of BTC loan agreements
CCU has made all payments required under Phase 1 of the BTC loan agreements until the connection of the mining equipment. On the termination date, UCC and the lenders have agreed to prepay all outstanding debts under the BTC loan agreements and to pay all other amounts owed to lenders in accordance with Phases 2 and 3 of the Agreements. BTC loan (the “Prepayment“). At the date of the Early Redemption, a total of 12,1643 BTC were still unpaid and owed to the Lenders by CCU, representing a total amount of C $ 641,123. CCU reimbursed C $ 27,044 to Romain Nouzareth, 11 C $ 789 to Mathieu Nouzareth, C $ 214,340 to Julien Romanetto, C $ 324,531 to Frédéric Montagnon and C $ 63,418 to four other arm’s length shareholders of CCU The dollar amounts in this press release are based on BTC price as of September 29, 2021 in the amount of $ 41,286 as reported on Yahoo Finance The result of the Early Redemption is that CCU is no longer in debt under the BTC Loan Agreements. The balance payment will be in BTC and will result in a debt settlement gain of an estimated C $ 77,000.
Related party transaction
Romain Nouzareth, Mathieu Nouzareth, Julien Romanetto and Frédéric Montagnon are shareholders and insiders of the Company and are related parties, as that term is defined under applicable Canadian securities laws. The Early Redemption constitutes a transaction between related parties in accordance with Multilateral Instrument 61-101 – Protection of Holders of Minority Securities in Special Transactions (“MI 61-101The early repayment of BTC loan agreements is exempt from the formal assessment and minority shareholder approval requirements of NI 61-101, as amounts repaid to related parties are less than 25% of the market capitalization of the Company The prepayment was approved by the board of directors of the Company on September 28, 2021. The Company did not file a material change report 21 days prior to the early repayment date of the BTC loan agreements because the The Company’s intention to expedite the payment was not confirmed at that time.
Romain Nouzareth beneficially owns or controls 11,079,552 shares of the Company, representing approximately 17.19% on an undiluted basis and 15.48% on a fully diluted basis of the issued and outstanding shares of the Company; Mathieu Nouzareth beneficially owns or controls 8,326,710 shares of the Company, representing approximately 12.92% on an undiluted basis and 11.64% on a fully diluted basis of the issued and outstanding shares of the Company; Julien Romanetto and Frédéric Montagnon each beneficially own or control 6,405,722 shares of the Company, representing approximately 9.94% on an undiluted basis and 8.95% on a fully diluted basis of the issued and outstanding shares of the Company. The early repayment of BTC loan agreements does not affect or change the percentage of the Company’s securities beneficially owned or controlled by each of Romain Nouzareth, Mathieu Nouzareth, Julien Romanetto and Frédéric Montagnon.
Purchase of electrical equipment
CCU purchased electrical equipment for 10 MW for Center One, and an additional 8 MW for future extensions. The deposit made in connection with this purchase is CA $ 776,000 including sales taxes. Estimated delivery is December 2021 or earlier. This acquisition will allow CCU to pursue its objectives set out in the Filling Statement.
CCU.ai operates a state-of-the-art, carbon-neutral bitcoin mining hub with a 20MW contract for stable and environmentally friendly power. The company’s high-density data centers are designed for high-quality cryptocurrency mining, AI data processing, and fintech infrastructure.
Founded in 2017, CCU.ai is led by technology entrepreneurs, electrical and ventilation experts, network specialists and Canadian manufacturers. Since its inception, the company has pursued a vision of environmental stewardship throughout the mining process. The excess supply of renewable energy in the province of Quebec has made this business feasible and an excellent base for growth.
Caution regarding forward-looking information
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATORY SERVICES PROVIDER (AS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS COMMUNICATION.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction.
This press release contains certain forward-looking statements and other statements that are not historical facts. Whenever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe” ”,“ Estimate ”,“ potential ”or negative or other variations of these words, or similar words or expressions, have been used to identify these forward-looking statements. These statements reflect the current beliefs of management and are based on information currently available to management as of the date hereof.
Forward-looking statements involve important risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be carefully considered and readers should not place undue reliance on forward-looking statements. Although the forward-looking statements contained in this press release are based on what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements.
These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
For more information, please contact:
Canada Computational Unlimited Corp.
Chief Executive Officer
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