Vancouver, January 4, 2018 / TheNewswire / 27 RED CAPITAL INC. (“27 Red”) or the “Corporation”), is pleased to announce that it has entered into a binding letter of intent (the “LOI”) with Mining Buster Inc. (“Mining”), a privately held cryptomining company based in Canada. Pursuant to the terms of the LOI and subject to the execution of a definitive share exchange agreement (the “Share Exchange Agreement”), 27 Red will purchase all of the issued and outstanding common shares of Mining by the issuance of 35,000,000 common shares from its share capital at a price of $0.15 per common share for a total valuation of Mining of $5,250,000 (the “Transaction”).

Following the contemplated share exchange and the concurrent Offering, as this term is defined below, current Mining’s shareholders will own fifty one percent (51%) of the then issued and outstanding share capital of 27 Red, whereas current 27 Red’s shareholders will own forty-nine percent (49%) of the then issued and outstanding share capital of 27 Red.  In addition, Mining accepted to pay at the closing of the Transaction a lifetime royalty fee of 3% on all of Mining’s revenues originating from the mining of cryptocurrencies to designated individuals, whereas 27 Red accepted to pay a finder’s fee comprised of 2,100,000 common shares of 27 Red Capital to designated individuals that facilitated the entering into the LOI.

Closing and completion of the Transaction are subject to the satisfaction of certain conditions, including the completion of a satisfactory due diligence by 27 Red, the execution of the Share Exchange Agreement, obtaining third party and regulatory authorities approval, if applicable, and completion of the Offering. There are no guarantees that the Transaction will be completed as proposed or at all.

In order to allow Mining to finance and pursue its commercial activities during the process of the contemplated Transaction and pursuant to the terms and conditions of the LOI, the Corporation will advance an amount of two hundred thousand dollars ($200,000) to Mining (the “Loan”), said Loan bearing no interest, being reimbursable by Mining within twelve months from the signature of the LOI and being secured by way of a movable hypothec on all of Mining’s assets.

Concurrent Private Placement

In order to finance the contemplated transaction, 27 Red will complete a non-brokered private placement consisting of the issuance of 12,000,000 units of 27 Red issued at a price of $0.35 per unit (each a “27 Red Unit”) for gross proceeds of $4,200,000 (the “Offering”), each 27 Red Unit being comprised of one common share in the share capital of 27 Red and one half (1/2) common share purchase warrant (a “27 Red Warrant”), each full 27 Red Warrant entitling its holder to purchase one (1) common share of 27 Red at a price of $0.50 per share for a period of 12 months from the date of issuance.

All securities to be issued under the Offering are subject to a four-month statutory hold period in Canada.

About Mining Buster

Mining Buster is a privately held company based in Canada that specializes in cryptocurrency mining.

It currently owns 64 state of the art mining hardware and is already mining the top cryptocurrencies on the market.

Mining Buster offers a proper environment for people wanting to get involved in cryptocurrency cloud mining without going through the hustle of buying their own hardware or the tedious micro-management needed to keep such hardware efficient. Its services are straightforward and doesn't prerequisite any specific knowledge beforehand, welcoming seasoned veterans and neophytes alike. Simply put, it is Bitcoin mining made easy.

Mining Buster has recently taken a step forward by acquiring a partnership agreement with a Quebec manufacturer of mining hardware (the “Partnership Agreement”) and intends to further develop its cryptocurrency activities, aiming to build a Blockchain focused company through the development of strategic partnerships and meaningful acquisitions.

The aforementioned Partnership Agreement secure Mining Buster’s manufacturing capacities in order to avoid any possible delay in its mining hardware acquisitions, which, in turn, places Mining Buster in a favorable position in the expanding cryptocurrencies market.

Further information regarding the business of Mining Buster is available on its website: www.miningbuster.com.

Cautionary Note Regarding Forward Looking Statements

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although 27 Red believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, 27 Red disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

  

For further information, please contact:

 

27 RED CAPITAL INC.

Robert Rosner

Chief Executive Officer & President

info@27redcap.com