GlobalBlock Announces Proposed Reverse Takeover (RTO) By CHAINERGY, A Company Developing Sustainably Powered Artificial Intelligence Data Centers

Calgary, Alberta–(Newsfile Corp. – January 6, 2025) – GlobalBlock Digital Asset Trading Limited (TSXV: BLOK.H) (OTC: BLVDF) (FSE: BD4) (the “Company“) is pleased to announce it has entered into an arm’s length, binding letter of intent effective January 3, 2025 (the “LOI“) with RTC Merchants Ltd. (doing business as CHAINERGY) (“CHAINERGY“) to complete a proposed reverse takeover transaction (the “Transaction“). The Transaction is expected to constitute a “Reverse Takeover” transaction pursuant to TSX Venture Exchange (the “Exchange“) Policy 5.2 – Changes of Business and Reverse Takeovers (“Policy 5.2“).

Upon completion of the Transaction, (i) the combined entity (the “Resulting Issuer“) will carry on the business of CHAINERGY (described below), (ii) existing shareholders of CHAINERGY and subscribers in the Concurrent Financing (defined below) will exchange their securities for similar securities of the Resulting Issuer, (iii) the Consolidation (defined below) will be completed; and (iv) the Company will be renamed and obtain a new ticker symbol. It is the intention of the parties that the Resulting Issuer will be listed on the Exchange.

About CHAINERGY and its Business

Founded in 2022, CHAINERGY is a privately held UK company at the forefront of the energy transition and digital infrastructure revolution. Driven by a team of seasoned entrepreneurs, CHAINERGY is working to redefine the future of data processing with sustainably powered modular data centres designed to meet the surging demand for Artificial Intelligence. With deep expertise in energy optimisation and digital infrastructure, CHAINERGY’s scalable, “energy-first” business model seeks to lower costs and bypass electricity grid constraints. As global data centre energy demand is set to double by 2030, CHAINERGY is delivering innovative solutions to bridge the gap between rapid digital growth and the physical infrastructure required to sustain it.

James Behan, CEO of CHAINERGY, said:

“Over the past few years, we have successfully demonstrated the technical and commercial viability of our innovative approach: deploying small, modular and sustainable data centres alongside highly competitive renewable energy sources. CHAINERGY is positioned to address the AI energy challenge with an efficient, forward-thinking solution that operates independently of an already overburdened electricity grid.”

“With the requisite capital, we are poised to rapidly deliver our first commercial-scale data centre in the UK, laying the foundation for a broader rollout across Europe and beyond. We are thrilled to partner with a supportive shareholder base that values innovation and sees the extraordinary potential of our business model.”

Rupert Williams, CEO of GlobalBlock, said:

“We are very excited to have identified a team that will capitalise on the rapidly growing datacentre industry, especially as AI usage increases by both individuals and corporations globally. We believe this presents our shareholders with an excellent opportunity to be part of a business that has the potential to scale quickly due to its model of rolling out small modular data centres that are sustainable, can source cheap energy and generate high operating margins.”

The Transaction

Terms of the Transaction

The LOI is to be superseded by a definitive agreement (“Definitive Agreement“) to be signed on or before February 28, 2025 (or such other date as is agreed to by the Company and CHAINERGY). The Transaction is expected to be completed by way of plan of arrangement or other structure pursuant to which the Company shall acquire all of the issued and outstanding securities of CHAINERGY pursuant to the terms of the Definitive Agreement, in exchange for 177,422,689 common shares of the Company (approximately 43,166,667 common shares taking into account the Consolidation (defined below). The Transaction is based on a valuation of the Company of C$6,300,000 (equivalent to approximately C$0.07 per share) and a valuation of CHAINERGY of C$12,950,000. The closing price of the common shares of the Company (the “Company Common Shares“) prior to the issuance of this press release was C$0.115 per share.

In connection with the Transaction, the Company will consolidate its common shares, at a consolidation ratio to be jointly determined by the Company and CHAINERGY, acting reasonably (currently expected to be a 4.1102:1) (the “Consolidation“).

Completion of the Transaction is subject to a number of other conditions, including obtaining all necessary board, shareholder and regulatory approvals, including TSX Venture Exchange (“TSXV”) approval. The terms of the Transaction (including the Concurrent Financing) were negotiated at arm’s length.

Concurrent Financing

In connection with the Transaction, CHAINERGY and/or an entity established for the purposed of completing the Concurrent Financing (collectively referred to in this section as CHAINERGY) intends to complete a best-efforts private placement financing of subscription receipts (the “Subscription Receipts“) led by Haywood Securities Inc., at a price of C$0.30 per Subscription Receipt (the “Issue Price“), for minimum aggregate gross proceeds of C$5.5 million (the “Concurrent Financing“).

Each Subscription Receipt shall be deemed to be exchanged, without any further action or payment of any additional consideration and subject to adjustment, upon satisfaction of certain customary escrow release conditions (the “Escrow Release Conditions“), for one unit of CHAINERGY (a “Unit“). Each Unit shall be comprised of one common share in the capital of CHAINERGY and one common share purchase warrant (a “Warrant“) of CHAINERGY. Each Warrant shall be exercisable to acquire one common share of CHAINERGY (a “Warrant Share“) at a price per Warrant Share of C$0.45 for a period of 60 months from the date on which a final bulletin is issued by the Exchange announcing Exchange approval of the Transaction (the “Final Bulletin“).

Shareholder Meeting

In connection with the Transaction, the Company expects to convene a meeting of its shareholders for the purpose of approving the Transaction, among other matters.

Board of Directors, Management and Other Insiders of the Resulting Issuer

It is currently anticipated that the board of directors and management of the Resulting Issuer will be determined by mutual agreement between the Company and CHAINERGY, provided the Exchange does not object to such nominations and such persons are eligible to act as directors and officers pursuant to the applicable laws. The board of directors of the Resulting Issuer is to be made up of four (4) members, with the controlling shareholders of CHAINERGY having the right to nominate two (2) members, the Company having the right to nominate one (1) member, and a final member to be determined going forward.

James Behan and Roger Cockram, founders of CHAINERGY, will assume the roles of CEO & COO of the Resulting Issuer.

Sponsorship

Sponsorship of the Transaction is required by the Exchange unless an exemption or waiver from the sponsorship requirement is available. The Company is currently reviewing the requirements for and will apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange.

Trading Halt

Trading in the Company Common Shares is presently halted. It is uncertain whether the Company Common Shares will resume trading until the Transaction is completed and approved by the Exchange.

Pre-Closing Capitalization of the Company

As of the date hereof, the Company’s authorized share capital consists of an unlimited number of Company Common Shares, of which 86,313,741 Company Common Shares and no other shares are issued and outstanding. In addition, the Company has issued options to current directors and officers entitling them to acquire up to 3,400,000 Company Common Shares upon payments ranging between C$0.15 and C$0.82 per share.

Pre-Closing Capitalization of CHAINERGY

As of the date hereof, 100,381 shares of CHAINERGY are issued and outstanding. No other securities convertible into or exchangeable for securities of CHAINERGY are outstanding and no other rights to acquire securities of CHAINERGY exist.

Companies controlled by James Behan and Roger Cockram, both of the United Kingdom, each own and hold approximately 46.8% of the outstanding shares of CHAINERGY.

Name Change

It is intended that the name of the Company is to be changed in connection with the completion of the Transaction to reflect the Resulting Issuer and its business going forward. Any such name change is subject to applicable Exchange and other regulatory approvals, and shareholder approval, as applicable.

Finders Fees

It is proposed that a finder’s fee of 716,992 post-Consolidation common shares of the Resulting Issuer will be payable to each of Rufus Round and Angus Campbell. Payment of any finder’s fee is subject to the approval of the Exchange and completion of the Transaction. All shares issued pursuant to the payment of finder fees shall be subject to special lockup restrictions.

Additional Information

The Company will issue additional press releases related to the final legal structure of the Transaction, the terms and conditions of the Transaction, additional information regarding the nature and history of CHAINERGY’s business, the full terms of the Concurrent Financing and its status, sponsorship, financial information regarding CHAINERGY, the names and backgrounds of insiders and management and directors of the Resulting Issuer and other material information as it becomes available.

ABOUT THE COMPANY

GlobalBlock Digital Asset Trading Limited is a publicly traded holding company (TSXV: BLOK.H). The Company currently has no operating business.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority 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 has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information set out in this news release constitutes forward-looking statements or information. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. In particular, this news release contains forward-looking statements in respect of among other things, statements with respect to the structure, terms, conditions and proposed timing for completion of the Transaction and the Concurrent Financing; the ability of the Company and Chainergy to complete the Transaction and the Concurrent Financing, as applicable; the anticipated board of directors and management of the Resulting Issuer; the resumption in trading of the Company Common Shares; the Resulting Issuer’s future business operations and results; the receipt of all necessary shareholder, Exchange, securities regulatory authority and other third party consents and approvals; and the receipt by the Company of an exemption from the sponsorship requirements of the Exchange. Forward-looking statements are based upon the opinions and expectations of management of the Company as at the effective date of such statements and, in certain cases, information provided or disseminated by third parties. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, they can give no assurance that those expectations will prove to have been correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, risk factors set forth in the Company’s most recent management’s discussion and analysis, a copy of which is filed on SEDAR+ at www.sedarplus.ca, and readers are cautioned that the risk factors disclosed therein should not be construed as exhaustive. These statements are made as at the date hereof and unless otherwise required by law, the Company does not intend, or assume any obligation, to update these forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/236189