TORONTO, March 8, 2021 /CNW/ - This press release is being issued in connection with the filing of an early warning report (the "Early Warning Report") pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues regarding the disposition (the "Disposition") and acquisition (the "Acquisition") of securities of CryptoStar Corp. (the "Issuer") by A.C.N. 117 402 838 PTY LTD ("A.C.N.") and the Joint Actors (as defined below). The Issuer's head office is located at 181 Bay Street, Suite 4400, Toronto, Ontario M5J 2T3.
A.C.N. is a proprietary company under the Corporations Act 2001 (Cth) (Australia). David Jellins (President, Chief Executive Officer and Director of the Issuer) and Amelia Jones (Chief Commercial Officer and Director of the Issuer) each own a 50% interest in A.C.N. and may be considered joint actors (the "Joint Actors").
Between March 1, 2021 and March 5, 2021, A.C.N. disposed a total of 16,157,500 common shares ("Common Shares") in the capital of the Issuer (representing 6.4% of the issued and outstanding Common Shares on a non-diluted basis). The Disposition was made at an average price of $0.383 per Common Share for aggregate consideration of $6,185,968.80.
The Disposition was made in connection with a private placement (the "Private Placement") of up to 20,000,000 units (each, a "Unit") of the Issuer that closed on March 5, 2021. A.C.N. intends to acquire 15,000,000 Units under the Private Placement at a price of $0.10 per Unit. Each Unit is comprised of one (1) Common Share and one (1) Common Share purchase warrant (each whole warrant, a "Unit Warrant"). Each Unit Warrant entitles the holder thereof to purchase one (1) Common Share at a price of $0.15 per share for a period of 18 months from the date of issue.
On March 5, 2021, A.C.N. acquired (the "Acquisition") 15,000,000 Units under the Private Placement.
Immediately prior to the Disposition, A.C.N. had ownership of, or excised control or direction over, 102,624,235 Common Shares (representing 40.5% of the issued and outstanding Common Shares on a non-diluted basis). Immediately after the Disposition, A.C.N. has ownership of, or excises control or direction over, 86,466,735 Common Shares (representing 34.1% of the issued and outstanding Common Shares on a non-diluted basis).
Immediately following the Acquisition, A.C.N. had ownership of, or exercised control or direction over, 101,466,735 Common Shares (representing 37.1% of the issued and outstanding Common Shares on a non-diluted basis).
The Early Warning Report will be filed by A.C.N. and the Joint Actors in accordance with applicable securities laws. To obtain a copy of the Early Warning Report, please contact David Jellins c/o CryptoStar Corp., 181 Bay Street, Suite 4400, Toronto, Ontario, M5J 2T3, Email: firstname.lastname@example.org.
SOURCE CryptoStar Corp.
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