FORT Announces CDN$20,000,000 ConvertibleDebenture Financing Fortress Technologies Inc. (TSX-V: FORT) (the “Company” or “Fortress”), a Bitcoin company that develops and operates world-class bitcoin mining infrastructure, is pleased to announce it has entered into an agreement with respect to a non-brokered private placement offering (the “Offering”) to issue up to CDN$20,000,000 of 3.5% senior secured convertible debenture units due 36 months following the date of issuance (each, a “Convertible Debenture Unit”), to a consortium of institutional investors.
Each Convertible Debenture Unit consists of: (i) CDN$1,000 principal amount of senior secured convertible debenture of the Company (each, a “Debenture”); and (ii) 641 common share purchase warrants of the Company (each, a “Warrant”), with each Warrant exercisable for one common share of the Company (a “Common Share”). Each Warrant shall entitle the holder to acquire one Common Share (a “Warrant Share”) at an exercise price of CDN$0.95 per Warrant Share for a period of 60 months from the date of issuance. Upon the Offering being fully subscribed, there would be CDN$20,000,000 principal of Debentures outstanding convertible for approximately 25,641,026 Common Shares, and approximately 12,820,513 Warrants exercisable for 12,820,513 Common Shares.
The Debentures will mature on the date that is 36 months from the date of issuance (the “Maturity Date”) and shall bear interest at a rate of 3.5% per annum, payable quarterly in arrears, and will not be redeemable by the Company at any time. The Debentures will be convertible into Common Shares at the option of the holder at any time prior to the Maturity Date at a conversion price of CDN$0.78 per Common Share. The Debentures will be secured against the Company’s digital assets and property in the State of Washington.
Fortress intends to use the proceeds from the Offering for general corporate purposes and working capital.
“I would like to thank our investors for working with us on this transformational financing round for Fortress Technologies. This capital provides us with the resources needed to meaningfully grow our hash rate, furthering our mission of delivering sound money and abundant energy to humanity through bitcoin mining,” said AJ Scalia, CEO of Fortress Technologies.
All Debentures, Warrants, Warrant Shares and Common Shares issuable pursuant to the Offering will be subject to statutory hold periods of four months and one day from the date of issuance thereof.
The Offering is expected to close on or around October 27, 2021, and is subject to completion of final transaction documentation and all regulatory approvals, including the approval of the TSX Venture Exchange.
About Fortress Technologies
Fortress Technologies Inc. (TSX-V: FORT) is a Bitcoin company that develops and operates world-class bitcoin mining infrastructure.
Fortress believes sound money and cheap, abundant energy are the fundamental ingredients to human progress, and is committed to advancing both by working closely with the energy sector to secure the Bitcoin network. Today, Fortress owns 72 PH/s across sites in North Dakota and Washington, with an additional 120 PH/s expected to be delivered by Q4 2021. Fortress is focused on expanding its portfolio of hash rate through a diversified approach to site selection and operations, utilizing multiple energy sources across various jurisdictions.
For more information about Fortress Technologies, visit fortresstechnologies.io.