February 25, 2022 – TheNewswire - Vancouver, British Columbia - Zidane Capital Corp. (“Zidane”) (TSXV:ZZE.H) (NEX:ZZE.H) is pleased to announce that it has entered into a non-binding letter of intent dated February 23, 2022 (the “Letter of Intent”) with Millennial Technologies Limited (“Millennial”), an arm’s length third party. The Letter of Intent outlines the general terms and conditions pursuant to which Zidane and Millennial expect to effect a business combination that will result in Zidane acquiring all of the issued and outstanding securities of Millennial in exchange for common shares in the capital of Zidane and will result in a reverse-takeover of Zidane by Millennial (the “Proposed Transaction”). The Proposed Transaction will constitute the “Qualifying Transaction” of Zidane under the policies of the TSX Venture Exchange (the “Exchange”), as such term is defined in Exchange Policy 2.4 - Capital Pool Companies (“Exchange Policy 2.4”).

 

Terms of the Proposed Transaction

 

Pursuant to the terms of the Letter of Intent, Zidane and Millennial will negotiate and enter into a definitive agreement and other transaction documentation, incorporating the principal terms of the Letter of Intent. Upon completion of the Proposed Transaction, Zidane will have acquired 100% ownership of Millennial and the business of Millennial will become the business of the entity resulting from the Proposed Transaction (the “Resulting Issuer”). The final structure for the Proposed Transaction is subject to satisfactory tax, corporate and securities law advice on the part of both Zidane and Millennial. There is no assurance that a definitive agreement will be successfully negotiated or entered into.

 

The Proposed Transaction is not a “Non-Arm’s Length Qualifying Transaction” within the meaning of Exchange Policy 2.4 and, as such, shareholder approval is not required (unless otherwise mandated by the Exchange). Trading in the common shares of Zidane was halted in connection with the dissemination of this news release. It is unlikely that the common shares of Zidane will resume trading until the Proposed Transaction is completed and approved by the Exchange.

 

If Zidane and Millennial enter into a definitive agreement in respect of the Proposed Transaction, Zidane will issue a comprehensive press release at that time in accordance with the policies of the Exchange containing details of the definitive agreement and additional terms of the Proposed Transaction, including the consideration to be issued to the shareholders of Millennial in exchange for their shares in the capital of Millennial and the proposed directors and officers of the Resulting Issuer upon completion of the Proposed Transaction. The Resulting Issuer will be classified as a Technology Issuer. No finders’ fee is payable in connection with the Proposed Transaction.

  

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, the completion of the Concurrent Financing (defined below), receipt of applicable regulatory and stock exchange approvals, including the approval of the Exchange for the Proposed Transaction, completion of satisfactory due diligence and the execution of the definitive agreement and related transaction documents.

 

About Millennial

 

Millennial, which is incorporated pursuant to the laws of the British Virgin Islands, was recently established to be become a global crypto mining company mainly focused on Bitcoin and Ethereum mining. Millennial, represented by Jay Vieira and Antarezia Liang, has entered into a letter of intent dated February 15, 2022 (the “Trans LOI”) pursuant to which it will acquire all of the issued and outstanding securities in the capital of Trans Energo Invest LLC (“Trans”). Trans, an arm’s length party to Millennial, is a special purpose vehicle that was created in 2021 with the sole objective of commencing crypto mining activities in the Kyrgyzstan Republic. Trans has secured the right to construct a 100 megawatt (“MW”) crypto mining operation in the Maimak Free Economic Zone of the Kyrgyzstan Republic. The 100 MW facility will be constructed on two sites, each of which will be able to host 50 MW of miners. In addition, Trans has secured the supply of electricity to power the 100 MW facility.

Millennial has also entered into a letter of intent dated February 2, 2022 (the “Mintx LOI”) pursuant to which Millennial will acquire all of the issued and outstanding securities in the capital of Mintx Global Trading Limited (“Mintx”). Since June of 2021, the People’s Republic of China had taken a series of measures and is expected to issue tougher measures to intensify the ban on the high energy consuming cryptocurrency mining sector as the country continues its effort to tackle the energy supply shortage that it has been facing. With Bitcoin mining operations being shutdown nationwide in China, Mintx, an arm’s length party to Millennial, was established in 2021 to acquire and consolidate Bitcoin and Ethereum miners which are no longer operating in China.

At its peak, mining operations in China used to account for up to 65 percent of the world's Bitcoin mining, especially in the Inner Mongolia autonomous region, which accounts for 8 percent globally - more than the total amount in the United States.

In the opinion of Millennial’s management, the close proximity of Kyrgyzstan to China presents an opportunity for the company to become a leader in the crypto mining field.

As both Trans and Mintx are special purpose vehicles created to take advantage of the opportunities in both Kyrgyzstan and China, neither company has commenced yet commenced commercial operations.

About Zidane

 

Zidane is a company existing under the laws of British Columbia, a reporting issuer in British Columbia and Alberta, and a capital pool company listed on the NEX board of the Exchange. Zidane is a capital pool company within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in Exchange Policy 2.4 until the completion of its Qualifying Transaction, Zidane will not carry-on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction. As of the date hereof, Zidane has 5,225,276 common shares issued and outstanding.

     

Name Change

 

In connection with the Proposed Transaction, the Resulting Issuer intends to change its name to “Millennial Technologies Corp.” or such other similar name as is determined by Millennial and acceptable to applicable regulators, and will also apply to change its stock symbol.

 

Concurrent Financing

 

As a condition to the closing of the Proposed Transaction, Millennial will complete a non-brokered private placement (“Concurrent Financing”) to raise minimum gross proceeds of CAD $7 million up to a maximum of CAD $15 million through the issuance of unsecured Series “B” 5% convertible debentures (the “Debentures”).

 

The Debentures will bear interest from the date of issuance at a rate of 5% per annum on an accrual basis. The interest will be accrued and payable on the earlier of maturity or conversion. The Debentures will mature on the date that is 36 months following the date of issuance (the “Maturity Date”). The Debentures and accrued interest will automatically be converted into units (the “Debenture Unit”) upon the completion of the Proposed Transaction at a conversion price equal to 85% of the issuance price of the securities issued pursuant to the Proposed Transaction.

 

The Debenture Units are comprised of one (1) fully paid and non-assessable common share in the capital of Millennial and one half (½) of one common share purchase warrant (“Warrant”). Each whole Warrant entitles the holder thereof to obtain one (1) common share in the capital of Millennial at an exercise price equal to 150% of the issuance price of the securities issued pursuant to the Proposed Transaction for a period of twenty-four (24) months from date of conversion.

 

The proceeds of the Concurrent Financing will be used to fund the business of the Resulting Issuer, including the construction of the first 50 MW mining facility, general and administrative expenses for the Resulting Issuer and for general working capital purposes.

 

Filing Statement

 

In connection with the Proposed Transaction and pursuant to the requirements of the Exchange, Zidane will file a filing statement or a management information circular on its issuer profile on SEDAR (www.sedar.com), which will contain details regarding the Proposed Transaction, Millennial, the Concurrent Financing, and the Resulting Issuer.

Sponsorship of Qualifying Transaction

 

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. Zidane intends to apply for an exemption from the sponsorship requirements.

    

Further Information

 

All information contained in this news release with respect to Zidane and Millennial was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

 

For further information regarding the Proposed Transaction, please contact:

 

For Zidane:

Casper Bych

Chief Executive Officer

 

Telephone: 604.417.6375

Email: casper@mvcap.ca

 

For Millennial:

 

Jay Vieira

Director

 

Email: vieira0826@hotmail.com

 

Antarezia Liang

Consultant

 

Email: a.j@centrm.com

 

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable, pursuant to the requirements of the Exchange, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed 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. Trading in the common shares of Zidane is presently halted and is expected to remain halted pending closing of the Proposed Transaction. While halted, the common shares of Zidane may only trade upon Exchange approval and the filing of required materials with the Exchange as contemplated by Exchange policy.

 

The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

 

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

 

Forward-Looking Information

 

Information set forth in this press release contains forward-looking statements. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates, and projections as at the date of this press release. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance are not statements of historical fact and may be forward-looking statements. Often, but not always, forward-looking statements or information can be identified by the use of words such as “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Zidane and Millennial caution that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the control of Zidane and Millennial. Such forward-looking information may include statements regarding the completion and terms of the Proposed Transaction, the Concurrent Financing and the use of proceeds of the Concurrent Financing, the composition of the board of directors and management team of the Resulting Issuer following closing of the Proposed Transaction, the strategy of the Resulting Issuer, the cryptocurrency market and the intention of the Resulting Issuer to undertake certain corporate changes (including without limitation a change of name). This information is based on current expectations and assumptions that are subject to significant risks and uncertainties that are difficult to predict, including risks relating to: the ability to satisfy the conditions to completion of the Proposed Transaction, the Concurrent Financing, Zidane and Millennial generally and general economic and market conditions, including risks related to the direct and indirect impact of COVID-19 and its impact on general economic and market conditions. Actual results may differ materially from results suggested in any forward-looking information. Zidane and Millennial assume no obligation to update forward-looking information in this press release, or to update the reasons why actual results could differ from those reflected in the forward-looking information, unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in Zidane’s filings with Canadian securities regulators, which are available on SEDAR at www.sedar.com.

 

Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.