Baltic I Acquisition Corp. Enters into a Letter of Intent for Qualifying Transaction with Enigma Holding AG
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VANCOUVER, Feb. 22, 2021 - Baltic I Acquisition Corp. ("Baltic") (TSX-V: BLTC) and Enigma Holding AG ("Enigma") are pleased to announce that they have entered into a letter of intent dated February 11, 2021 (the "LOI"), pursuant to which the parties have agreed to complete a business combination (the "Transaction").
Enigma is a privately held company in the business of cryptocurrency mining, primarily Bitcoin mining operations, with a focus on vertically integrated operations - optimizing the process from design and manufacturing of chips, miners, and mining operations, to supply chain logistics, data centre build outs, ongoing mining and data centre operations. Enigma currently has the rights to 25MW of electrical capacity with access to an additional 125 MW including an electrical substation, with 11 MW of high margin cash flowing operations on or before close of the Transaction. Enigma is incorporated under the laws of Switzerland and owns, directly or through wholly owned subsidiaries, Bitcoin mining operations, various intellectual property and patent rights relating to various cryptocurrency mining technologies.
Enigma's access to 'ready to go' operations and near-term growth to 150 MW, combined with their deep manufacturing relationships and cutting-edge intellectual property has them positioned to be one of the best new entrants to the cryptocurrency markets.
- Proven Leadership & Industry Thought Leaders: Enigma is led by Jakov Dolic (a former founder and CEO of Genesis Mining), as well as Ivan Kirillov (Enigma Co-Founder and CTO), who bring an unmatched portfolio of IP developed over years.
- Proprietary Liquid Cooling Technology: Allows higher hash-rate per miner due to best-in-class cooling system & hashrate density. Significantly longer hardware life; greatly increasing operational profitability and reducing capex cycles.
- Proprietary Overclocking Technology: Allows higher hash-rate per miner, reduces total CAPEX to record low levels and allows Enigma to lengthen the life of mining hardware significantly.
- Power Hedging: With access to a substation, Enigma will significantly decrease its operating costs by leveraging excess electrical capacity, with access to real-time market analytics for energy and ancillary services.
- Rapid Deployment: Modular, climate resilient, and plug-and-play architecture designed for operational scaling.
- Renewable Energy Focus: Operations in Texas, the largest wind power generator in the United States and 5th largest global producer of renewable energy.
"I have been deeply involved in the crypto mining space for years now and am truly excited to be working alongside Enigma's Founder & CEO, Jakov Dolic, whom I have known well for years," commented Harry Pokrandt, Baltic's CEO. "I believe Enigma represents the most transparent, innovative and important cryptocurrency mining company today, and the standard for crypto mining in the future. Enigma is poised for tremendous growth, which will be accelerated through a go-public transaction. Jakov and Ivan are experienced operators with an impressive growth strategy and are many years ahead of the competition on mining R&D, which combined with an experienced leadership team will be able to rapidly deploy Enigma's technology. I am thrilled to be joining forces with the Enigma team and look forward to the completion of this transaction."
Jakov Dolic added that "In 2017, I left Genesis Mining, partnered with Ivan and focused on R&D to develop technologies that would take crypto mining profitability into unchartered territory. I made a high conviction bet on industrial grade, modular solutions and high-density mining. Incremental improvements in chip design have slowed down, making the infrastructure around the chip the new battlefield of miners. Ivan and I recognized that in 2016 and have since focused fully on this "new battlefield". Our predictions have been borne out in the current product cycle and the technology we developed now gives Enigma a competitive edge like no other miner."
Today Baltic is a "Capital Pool Company" as defined by TSX Venture Exchange Policy 2.4 - Capital Pool Companies ("Policy 2.4"), and the Transaction is intended to constitute Baltic's "Qualifying Transaction" in accordance with Policy 2.4. In accordance with TSXV policy, the Baltic Shares have been halted from trading and are expected to remain halted until closing of the Transaction.
Summary of the Transaction
Pursuant to the LOI, shareholders of Enigma will receive Baltic shares in exchange for their shares in Enigma at a ratio (the "Exchange Ratio") to be determined in conjunction with the Enigma Financing. Prior to the closing of the Transaction, Enigma intends to conduct a private placement of up to CAD$20,000,000 (the "Enigma Financing"), pursuant to which Enigma will issue either shares in Enigma or subscription receipts which will convert automatically into shares of Baltic at the Exchange Ratio upon satisfaction of specified release conditions and closing of the Transaction.
Completion of the Transaction is subject to a number of conditions precedent, including but not limited to, due diligence, the negotiation and execution of definitive documentation, and the approval of the TSX Venture Exchange. Accordingly, there can be no assurance that the Transaction will be completed on the terms proposed above or at all.
Additional information about the Transaction will be included in a future news release, including particulars of the Enigma Financing and the Exchange Ratio.
Subject to satisfaction or waiver of the conditions precedent referred to herein, Baltic and Enigma anticipate that the Transaction will be completed on or before May 31, 2021.
Information about Enigma and intellectual property
Jakov Dolic - President, Chief Executive Officer and Director
Mr. Dolic is the CEO of Enigma Holding AG in Switzerland. Previously he was CEO & Co-Founder of Genesis Mining Ltd. Built & operated over 350MW of cryptocurrency mining farms worldwide. Jakov has been in the cryptocurrency mining industry since 2013 and has been the chief architect of Genesis Mining scaling initiatives and data center deployments globally, including Sweden, Iceland, Kazakhstan.
Ivan Kirillov - Technical Director and Director
Mr. Kirillov is current CTO of Enigma Holding AG. He has 25 years of R&D experience in mechanical and electrical engineering. Mr. Kirillov holds a Master of Science degree and studied in National Research Nuclear University MEPhl and International Academy of Sciences and Arts.
Harry Pokrandt - Director
Mr. Pokrandt is the current Chairman of Mayfair Gold. Previously he was Managing Director of Macquarie Capital Markets Canada Ltd. (formerly, Orion Securities Inc.) from 1985 to 2015 and the founding CEO of Hive Blockchain Technologies Ltd.
The information concerning Enigma and its assets in this news release has been provided by Enigma. Although Baltic has no knowledge that would indicate that any of such information is untrue or incomplete, Baltic assumes no responsibility for the accuracy or completeness of such information or the failure by Enigma to disclose events that may have occurred or may affect the completeness or accuracy of such information.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with this 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 a capital pool company should be considered highly speculative.
Sponsorship of a Qualifying Transaction of a capital pool company is required by the TSXV unless exempt therefrom in accordance with the TSXV's policies or a waiver is obtained. In the absence of an available exemption from the sponsorship requirements, Baltic and Enigma intend to make an application to the TSXV for a waiver from sponsorship requirements. There is no assurance that if applied for, a waiver will be granted.
On behalf of Baltic I Acquisition Corp:
Chief Executive Officer
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Forward Looking Information
Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the proposed Transaction and Enigma Financing, the business plans of Baltic, Enigma and the Resulting Issuer; the timing of the Transaction, the board of directors and management of the Resulting Issuer, and the closing of the Transaction..
With respect to forward-looking statements and information contained herein, Baltic and Enigma have made numerous assumptions including among other things, assumptions about the ability to close the Transaction and Enigma Financing, general business and economic conditions, the prices of crypto currencies and anticipated costs and expenditures of the Transaction. The foregoing list of assumptions is not exhaustive.
Although management of Baltic and Enigma believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: the Transaction and Enigma Financing may not close on the terms set forth herein, or at all; risks relating to the availability of financing for the Resulting Issuer; risks relating to the receipt of all requisite approvals for the Transaction, including the approval of the TSXV; risks associated with the business of Enigma given its limited operating history; business and economic conditions in the crypto currency mining industry generally; the supply and demand for labour and other project inputs; changes in electricity prices; changes in interest and currency exchange rates; risks relating to inaccurate engineering assumptions risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); risks relating to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; changes in laws (including regulations respecting mining concessions); risks related to the direct and indirect impact of COVID-19 including, but not limited to, its impact on general economic conditions, the ability to obtain financing as required, and causing potential delays in the supply of equipment to cryptominers; and other risk factors as detailed from time to time. Baltic and Enigma do not undertake to update any forward-looking information, except in accordance with applicable securities laws.
SOURCE Baltic I Acquisition Corp.
Harry Pokrandt, Chief Executive Officer, 1-833-313-1121