Extension of termination deadline as Squire awaits approval of CSE

VANCOUVER, British Columbia, Oct. 01, 2019 (GLOBE NEWSWIRE) — Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF) (“Squire”), Mr. Calvin Ayre, Cunning Hams Limited, Tansley Equipment Limited and Woodland Technology Group Inc. have agreed to extend, from October 31, 2019 to December 31, 2019, the termination date included in the executed definitive share purchase agreement, as announced by press release of Squire dated August 29, 2019.

CSE Satock Halt

As the share purchase transaction (the “Transaction”) constitutes a “fundamental change” (“Fundamental Change”) of Squire, as defined in Policy 8 of the Canadian Securities Exchange (“CSE”), Squire’s stock has been halted pursuant to CSE Policies and will remain halted at least until meeting materials have been accepted by CSE, sent to shareholders of Squire for approval of the Fundamental Change and posted to CSE’s website. The halt is considered a Regulatory Halt as defined in National Instrument 23‐101‐Trading Rules.

Update regarding Shareholders’ Meeting

Further to the press release of Squire dated August 29, 2019, in which it was announced that Squire made a submission of a revised CSE Form 2A Listing Statement (the “Listing Statement”) to the CSE, it is to be noted that Squire and the team at the CSE continue discussions to further revise the Listing Statement.

In due course, Squire will announce the new date for its shareholders’ meeting (the “Shareholders’ Meeting”) to, inter alia, approve the Fundamental Change. At this point, Squire is unable to determine a set timeline for the Shareholders’ Meeting, as the date of approval of the CSE is unknown and has not been communicated to Squire.

About Squire Mining Ltd.

Squire is a Canadian based technology company engaged, through its subsidiaries, in the business of developing and operating cloud computing data infrastructure and system technology to support global blockchain applications related to Bitcoin SV, Bitcoin Core and other associated SHA‐256 derived digital assets.

For further information contact:

Angela Holowaychuk

Interim Chief Executive Officer

Telephone: +1 800‐371‐2809

The CSE accepts no responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING FORWARD‐LOOKING INFORMATION:

This news release includes “forward‐looking information” as defined under applicable Canadian securities legislation. Forward‐looking information and statements include, but are not limited to, disclosure regarding possible events, that are based on assumptions about future economic conditions and courses of action, and, in certain cases, can be identified by the use of words such as “potential”, “propose”, “aim”, “depend”, “seeks”, “plans”, “expects”, “is expected”, “intends”, “anticipates”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “can”, “could”, “should”, “shall”, “would”, “might” or “will”, or the negative forms of any of these words and other similar expressions. Forward‐looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward‐looking information. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties, uncertain and volatile equity and capital markets, lack of available capital, future demand for Bitcoin SV, Bitcoin Core and other digital assets and risks related to the mining thereof, when and if halving of Bitcoin will take place and the impact such halving will have on profitability, the ability to increase block size and the effects of such increases, integration issues, personnel and staffing requirements of Squire, technological change and obsolescence, the timing of the release of the CSE stock halt in respect of the common shares of Squire, the timing of the Shareholders’ Meeting, the timing of the mailing of meeting materials in respect of the Shareholders’ Meeting to shareholders of Squire, receipt by Squire of the necessary approvals of the CSE in respect of the meeting materials and the Listing Statement (including the timing thereof) and risks relating to completion of the Transaction (on the terms presently contemplated or at otherwise). Actual results and future events could differ materially from those anticipated in such forward looking information. Accordingly, readers should not place undue reliance on forward‐looking information. All forward looking information in this news release is made as of the date hereof and qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR at www.sedar.com. Squire disclaims any intention or obligation to update or revise such forward‐looking information, whether as a result of new information, future events or otherwise, except as required by law.

Squire Mining operations undergo temporary power outage

VANCOUVER, British Columbia, Sept. 20, 2019 (GLOBE NEWSWIRE) — Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF) (the “Company”) announced that it has been informed by its hosting provider in Kazakhstan that the facilities housing the Company’s cloud computing fleet will undergo temporary power black-outs. The black-outs are the result of the hosting provider’s power supplier undertaking a necessary upgrade in the substation transformer supplying power to the facility. The upgrades are being carried out to address reliability issues prior to the upcoming winter season. The Company’s hosting provider has advised that the outage is expected to last between 10 and 14 days. During this time, some of the Company’s cloud computing fleet located in Kazakhstan will be non-operational and non-profitable for periods but will also accrue proportionally lower electricity costs during such times.

The Company is working with its hosting provider to minimize impact to its operations.

About Squire Mining Ltd.

The Company is a Canadian based technology company engaged, through its subsidiaries, in the business of operating, managing and developing cloud computing data infrastructure and system technology to support global blockchain applications related to Bitcoin SV, Bitcoin Core and other SHA-256 based digital assets.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes “forward-looking information” as defined under applicable Canadian securities legislation. Forward-looking information and statements include, but are not limited to, disclosure regarding possible events, that are based on assumptions about future economic conditions and courses of action. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties, failure of plant, equipment or services relating to the upgrade to be completed as anticipated or that the upgrade may not be completed on time or at all, the costs to be incurred by the Company in connection to the upgrade and the ability of the Company to minimize impact of the disruption on operations. Actual results and future events could differ materially from those anticipated in such forward looking information. Accordingly, readers should not place undue reliance on forward-looking information. All forward looking information in this news release is made as of the date hereof and qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR at www.sedar.com. Squire disclaims any intention or obligation to update or revise such forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Squire agrees to purchase companies with cloud computing assets totaling approx. 2,982 petahash to become one of the world’s largest public blockchain computing companies

VANCOUVER, British Columbia (GLOBE NEWSWIRE) — Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF) (“Squire”) is pleased to announce that, further to its press release dated May 30, 2019, on August 29, 2019, Squire entered into a definitive share purchase agreement (the “Agreement“) with Mr. Calvin Ayre, Cunning Hams Limited (“Cunning Hams”), Tansley Equipment Limited (“Tansley”) and Woodland Technology Group Inc. (“Woodland”, and together with Cunning Hams and Tansley, the “Companies”) to purchase all of the issued and outstanding shares of the Companies (the “Transaction”). The Companies own and operate a fleet of cloud computing assets in Canada, the United States and China, representing approximately 2,892 petahash per second of computing power.

As consideration for the Transaction, Squire has agreed to: (i) issue to Mr. Ayre 80,000,000 common shares (the “Common Shares”) in the capital of Squire; (ii) issue to Mr. Ayre 827,000,000 non‐voting participating shares (“NVPS”, and together with the Common Shares, the “Shares”), a new class of shares to be created in the capital of Squire, subject to shareholder approval; and (iii) enter into a profit sharing agreement with respect to the assets of Cunning Hams (the “Cunning Hams Operations Agreement”). The aggregate consideration payable to Mr. Ayre in respect of the Transaction will be subject to adjustment for operational pre‐payments made by the Companies for future use of electricity as at the closing of the Transaction (“Closing”).

The board of directors of Squire has obtained a fairness opinion from Canaccord Genuity Corp., the financial advisor of Squire, that, as of the date of their opinion, and subject to the assumptions, limitations, and qualifications on which such opinion was based, the consideration to be paid by Squire pursuant to the Transaction is fair, from a financial point of view, to Squire.

Closing is subject to customary conditions, including: (i) approval of the Canadian Securities Exchange (the “CSE”) pursuant to CSE Policy 8 – Fundamental Changes & Changes of Business in connection with the transactions contemplated by the Agreement; (ii) CSE acceptance of a revised CSE Form 2A Listing Statement of Squire for the relisting of the Common Shares subsequent to the completion of the Transaction (the “Listing Statement”); and (iii) approval by a simple majority of the votes cast by the shareholders of Squire in respect of (a) an amendment to the articles of Squire to create NVPS; and (b) the Fundamental Change (as defined below) (the “Shareholder Approvals”), in each case at a shareholders’ meeting to be called by Squire (the “Shareholders’ Meeting”). Additional information on the status of filing the Listing Statement and the timing of the Shareholders’ Meeting is set out below.

The Companies and the Assets

The Companies, each of which is incorporated under the laws of Antigua and Barbuda, except for Woodland, which is incorporated under the laws of the Province of British Columbia, own and operate 198,621 ASIC blockchain cloud computers (the “units”), representing approximately 2,892 petahash of computing power, which, upon Closing, would make Squire one of the largest publicly traded blockchain computing companies globally, as measured by computing power. The units are all operated by leading hosting providers and are allocated across the United States, Canada, and China.

As part of the Transaction, Squire will also be welcoming to its team certain employees and consultants of CoinGeek Mining & Hardware, an affiliate of Mr. Ayre, involved with the management and operation of the assets.

The Consideration

At Closing, Mr. Ayre will receive 80,000,000 Common Shares and 827,000,000 NVPS of Squire, subject to adjustment. The NVPS, the creation of which is subject to the Shareholder Approvals, will be identical in all respects to the Common Shares other than that they will not be entitled to a vote at meetings of the shareholders of Squire unless required by law. Squire and Mr. Ayre will enter into a comprehensive share exchange agreement (the “Exchange Agreement”) and coattail agreement on or prior to Closing to provide for the Common Shares and NVPS to be treated equally in an event of a take‐over bid and other fundamental transaction.

The Transaction would result in Mr. Ayre having approx. 45% of the voting control of Squire. Under the terms of the Exchange Agreement, if at any time the percentage of Common Shares held by Mr. Ayre falls below 40% of the issued and outstanding Common Shares at that time, a number of NVPS shall be exchanged into an equal number of Common Shares until Mr. Ayre’s percentage ownership is 45% or there are no further NVPS outstanding. The parties have further agreed to amend the unsecured convertible debenture note issued in connection with Squire’s acquisition of Freschette Limited on Closing to provide for the shares issuable upon conversion of the debenture to be NVPS.

The Common Shares and NVPS issued to Mr. Ayre pursuant to the Transaction will be subject to the escrow policies of CSE. Additionally, Mr. Ayre has agreed not to dispose through the facilities of the CSE of any Common Shares or NVPS acquired by him pursuant to the Transaction for three (3) months subsequent to the Closing. Upon any sale of the NVPS, such NVPS shall be exchanged into an equal number of Common Shares of Squire on the closing of such transfer.

Following Closing, pursuant to the Cunning Hams Operations Agreement, Mr. Ayre and Taal Technologies SEZC (“Taal Tech”), the wholly owned operating subsidiary of Squire, will split the profits generated through the use of over 100,000 units owned by Cunning Hams that are located in China on the basis of approximately 65% for Taal Tech and 35% for Mr. Ayre.

Pursuant to the Agreement, Squire will enter into a prepayment agreement note for the repayment of prepaid expenses of the Companies with their hosting providers with respect to future electricity usage (the “PrincipalAmount”), payable in Bitcoin SV (BSV) to Mr. Ayre. Repayment commences one month after Closing and is recurring monthly for 5 months until paid in full. The Principal Amount outstanding from time to time will not bear interest.

Additional Details about the Transaction

The parties expect Closing to occur as soon as possible after the Shareholders’ Meeting. Following Closing, Squire expects to change its name to “Taal Distributed Information Technologies Inc.” and its ticker symbol on the CSE to “TAAL”.

Under the terms of the Agreement, either party may terminate the Agreement if (i) Closing does not occur by October 31, 2019, other than by reason of a material breach by the party terminating the agreement of his/its obligations under the Agreement; (ii) the Shareholder Approvals have not been obtained or if the Meeting in respect of the Shareholder Approvals has not been held by October 31, 2019 or it becomes reasonably apparent that the Shareholder Approval will not be obtained by October 31, 2019; or (iii) if approval of CSE in respect of the Transaction has not been obtained by October 31, 2019 or it becomes reasonably apparent that such approval will not be obtained by October 31, 2019. In such circumstances, Squire would be obligated to pay to Mr. Ayre liquidated damages equal to USD$1,000,000 and shall have no obligation thereafter.

Prior to Closing, at Squire’s request and subject to certain expense sharing between the parties and indemnification from Squire in respect of any extended period of non‐operation of such units, the Companies will cause certain of the units to be relocated from their current location for strategic reasons. Further information regarding the Transaction will be included in the information circular that Squire will mail in due course to its shareholders in connection with the Shareholders’ Meeting. The Agreement will be filed on the SEDAR profile of Squire on the SEDAR website at www.sedar.com.

CSE Stock Halt

As the Transaction would constitute a “fundamental change” (“Fundamental Change”) of Squire, as defined in CSE Policies, and, pursuant to CSE Policies, Squire’s stock has been halted and will remain halted at least until the meeting materials have been accepted by CSE, sent to shareholders of Squire for approval of the Fundamental Change and posted to CSE website. The halt is considered a Regulatory Halt as defined in National Instrument 23‐101‐Trading Rules.

Update regarding Shareholders’ Meeting

Further to the press release of Squire dated June 30, 2019, since the announcement of the Transaction, Squire has been working towards the completion of the Listing Statement as required pursuant to CSE Policies, a revised draft of which has been re-submitted by Squire to CSE for further review and approval. Squire will announce the new date for the Shareholders’ Meeting in due course.

“We are in the final stages of this long, anticipated transaction and the entire team is solely focused on closing this Transaction. We are working intensely with the regulator and third-party professional services to respond immediately requested revisions to continue to progress towards the finish line. We want to move past this, for us and our shareholders, as we are eager to operate at scale and take on new and exciting challenges that await us,” Angela Holowaychuk, Chief Executive Officer.

Advisors to the Parties

Canaccord Genuity Corp. is acting as exclusive financial advisor to Squire in respect of the Transaction.

Norton Rose Fulbright Canada LLP is acting as legal counsel to Squire. Fasken Martineau DuMoulin LLP is acting as legal counsel to Mr. Ayre, Cunning Hams, Tansley and Woodland.

Canaccord Genuity Corp. will be paid a success fee in connection with the Transaction, further details of which will be disclosed in the information circular in respect of the Shareholder Meeting.

Corporate Update

New Director Appointment

Squire is pleased to announce Michael Cella has joined the board of directors of Squire (the “Board”) as an independent director as of August 23, 2019. Mr. Cella has been appointed to the Board of Squire. Mr. Cella has over 30 years of corporate executive experience and has raised over $4 billion through private and public offerings for progressively larger and more complex companies. Currently Mr. Cella acts as President WCF Holding, LLC a business, financial and project development advisory services firm. Prior to this he was a director, Chief Financial Officer and Secretary of Global Alumina Corporation, a TSX listed company formed to pursue a $5 billion dollar integrated bauxite mine and alumina refinery in the Republic of Guinea. Mr. Cella received his Master of Management degree in Finance and Management Policy, 1980 from J. L. Kellogg Graduate School, Northwestern University. Mr. Cella has been named to the audit committee of the Board, effective immediately.

“I am delighted to join Stefan, Angela and the other members of Squire Mining’s board of directors, and look forward to serving Squire’s shareholders as an independent member of the board as we position Squire to take full advantage of the growing opportunities in blockchain computing.”

Appointment of CEO and President and Corporate Secretary

The Board has resolved on August 13, 2019, that Angela Holowaychuk has been appointed President and Chief Executive Officer, in a permanent capacity, effective immediately. The Board has also resolved, effective August 23, 2019, to appoint Joseph Chin, the Chief Operating Officer of Squire, to the additional position of Corporate Secretary.

About Squire Mining Ltd.

Squire is a Canadian based technology company engaged, through its subsidiaries, in the business of developing and operating cloud computing data infrastructure and system technology to support global blockchain applications related to Bitcoin SV, Bitcoin Core and other associated SHA‐256 derived digital assets.

About CoinGeek Mining & Hardware

CoinGeek Mining & Hardware operates a global fleet of ASIC cloud computers that provide their hash power to secure and scale the Bitcoin SV enterprise‐grade blockchain. CoinGeek’s professional team has developed industry leading practices to ensure its mining fleet operates at peak performance whilst optimizing its cost profile to maximize profitability.

For further information contact:
Angela Holowaychuk
Chief Executive Officer
(Office Telephone: +1 800‐371‐2809)

CSE accepts no responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING FORWARD‐LOOKING INFORMATION:

This news release includes “forward‐looking information” as defined under applicable Canadian securities legislation. Forward‐looking information and statements include, but are not limited to, disclosure regarding possible events, that are based on assumptions about future economic conditions and courses of action, and, in certain cases, can be identified by the use of words such as “potential”, “propose”, “aim”, “depend”, “seeks”, “plans”, “expects”, “is expected”, “intends”, “anticipates”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “can”, “could”, “should”, “shall”, “would”, “might” or “will”, or the negative forms of any of these words and other similar expressions. Forward‐looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward‐looking information. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties, uncertain and volatile equity and capital markets, lack of available capital, future demand for Bitcoin SV, Bitcoin Core and other digital assets and risks related to the mining thereof, when and if halving of Bitcoin will take place and the impact such halving will have on profitability, the ability to increase block size and the effects of such increases, integration issues, the timing for release of the halt of trading of the Common Shares on the CSE, personnel and staffing requirements and technological change and obsolescence and risks that the Transaction will not be completed or will not be completed on the same terms or in the time provided or that conditions to closing in respect of the Transaction will not be satisfied including without limitation: required Shareholder Approvals; the timing of when the information circular in respect of the Shareholders’ Meeting will be made available to the shareholders of Squire; the timing of the Shareholders’ Meeting; certain termination rights available to the parties under the Agreement; Squire obtaining the necessary approvals from CSE for the listing of the Common Shares in connection with the Transaction and acceptance of the Listing Statement by CSE, as well as the timing thereof; the timing and completion of the change of name and ticker symbol of Squire; the timing of the completion of the Transaction, and other closing conditions, including compliance by the parties with various covenants contained in the Agreement, statements with respect to the effect of the Transaction on Squire and its strategy going forward, statements with respect to the anticipated benefits associated with the Transaction, the timing and completion of the acquisition of the transaction (on the terms presently contemplated or otherwise), or the negotiation, entering into and completion of any definitive agreements (on the terms presently contemplated or at otherwise). Actual results and future events could differ materially from those anticipated in such forward looking information. Accordingly, readers should not place undue reliance on forward‐looking information. All forward looking information in this news release is made as of the date hereof and qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR at www.sedar.com. Squire disclaims any intention or obligation to update or revise such forward‐looking information, whether as a result of new information, future events or otherwise, except as required by law.

Squire enters into development agreement with nChain

VANCOUVER, British Columbia, Aug. 07, 2019 (GLOBE NEWSWIRE) — Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF) (“Squire”) is pleased to announce it has entered into a continuous development and services agreement (the “Agreement”) with leading U.K. blockchain research and development firm nChain Limited (“nChain”) to collaborate and develop leading blockchain software solutions.

With the recent acquisition of custom cloud computing management and pooling software and source code (called “Taal Orchestrator”) announced on May 2, 2019, Squire plans to enhance this software solution in collaboration with nChain to create operational performance optimization, efficiencies and internal controls. Taal Orchestrator conducts and coordinates pools of cloud computing assets providing full visibility and transparency to end-users to track performance and perform other functions previously unavailable to industry participants.

Squire and Core Scientific will also work with nChain to develop the Bitcoin SV based blockchain supply management, distribution and public pooling solution (the “Distribution Platform”) announced on June 4, 2019. The Distribution Platform is a modular system encompassing:

• an e-commerce platform based on blockchain technology with an auditable ledger of actions
• unique digital tokens representing physical cloud computing assets providing an access and control framework with real-time tracking capability
• complete asset life cycle history
• enhanced software management and end-user interface

We are very excited to be working with Squire to develop next generation cloud computing software solutions,” said David Washburn, CEO of nChain. “Squire is at the forefront of the rapidly changing blockchain infrastructure landscape, and nChain looks forward to partnering with Squire as they obtain a leadership position in this space.

“nChain is very well known for thought leadership and innovative intellectual property in this space. We are very eager to get around the table with this group and start building leading technology that will not only benefit our operations but provide so much value to future enterprise clients entering the blockchain space,” Angela Holowaychuk, Interim CEO of Squire Mining.

About nChain Limited

nChain is a global leader in advisory, research, and development of open blockchain technologies. Established in 2015, the U.K.-based company is one of the most active developers of intellectual property and software in the blockchain space, with a focus on bringing to market enterprise-grade open blockchain solutions for global business.

About Squire Mining Ltd.

Squire is a Canadian based technology company engaged, through its subsidiaries, in the business of developing and operating cloud computing data infrastructure and system technology to support global blockchain applications related to Bitcoin SV, Bitcoin Core and other associated SHA-256 derived digital assets.

About Bitcoin SV

Bitcoin Satoshi Vision (BSV) is the only Bitcoin implementation that follows Bitcoin’s original design, protocol and vision, as expressed by its creator Satoshi Nakamoto. Squire supports the BSV roadmap as it is the only project that aims to enable massive blockchain scaling by significantly increasing the Bitcoin block size so blocks can fit much more transactions and data and thus generate more transaction fees for miners, and outlines for the crypto mining sector why massive blockchain scaling is important for the entire interrelated Bitcoin ecosystem. Dr. Craig S. Wright, who serves on Squire’s strategic advisory board, has been issued U.S. copyright registrations, as author under the pseudonym Satoshi Nakaomoto, for the original Bitcoin white paper and most of the original Bitcoin code. 

squire-enters-into-a-binding-letter-of-intent-with-core-scientific-for-hosting-of-blockchain-cloud-computing-assets2

Squire与Core Scientific签订关于托管区块链云计算资产的约束力意向书

英文版在这里

不列颠哥伦比亚省温哥华,2019年6月5日:Squire Mining有限责任公司(CSE:SQR | FWB:9SQ | OTCQB:SQRMF)(以下简称“Squire”)欣然宣布,其已签订了一份具有约束力的意向书(以下简称“协议”),根据与Core Scientific股份有限公司(以下简称“Core Scientific”)的托管协议,将重新安置41,166个区块链云计算单位(以下简称“资产”)。

按照此协议,这些资产将托管于Core Scientific在美国最先进的设施中,并且将使用Core Scientific的专有技术优化性能。此外,双方已就开发基于比特币SV的区块链供应管理和分销解决方案达成合作协议,通过该解决方案,区块链和加密采矿领域的硬件制造商、基础设施提供商和终端用户将有望从中受益。Squire承诺提供6,375,000美元的托管预付款,并承担重新安置资产的运输和海关费用,Core Scientific也已承诺将花费不少于12,000,000美元来扩建其基础设施以容纳该资产。

Core Scientific是人工智能(“AI”)和区块链领域的领先企业,提供一流的基础设施和软件解决方案。在这样一个日益分散但又彼此互联的世界中,Core Scientific坚信人工智能和区块链将从根本上改变信息在各行各业中的处理、共享和存储方式。Core Scientific由拥有10年以上人工智能和区块链成功经验的团队领导管理,提供大规模定制托管解决方案。

Core Scientific正在使用其大规模运营基础设施的先进能力,在人工智能和区块链领域进行开拓性的创新和最佳实践。Core Scientific平台深受全球大型合作伙伴的信赖,因其能够提供可靠的解决方案,以快速适应不断变化的市场条件。

Core Scientific的首席执行官凯文·特纳(Kevin Turner)评论道:“我对Core Scientific与Squire的合作感到由衷地高兴。我们业界领先的内部管理和监控解决方案Minder™,可将我们的托管专业技术与数据分析和人工智能相结合,以确保持续的正常运行时间、警报、监控和管理,我们的ASIC定制操作系统MinderOS™和优化套件能为Squire提供可观的盈利收益。”

随着比特币SV成为大规模扩容的区块链,目前至关重要的是,该领域运营商充分了解此网络的复杂性和标准化的需要,以便企业和机构用户采用接纳此生态系统。

Squire的董事长斯特凡·马修斯(Stefan Matthews)表示:“对于Squire来说,能与行业内声誉如此卓著且广受信赖的领头企业合作是至关重要的。Core Scientific拥有先进和安全的设备,他们对于最佳性能、专业维护以及内部控制的关注,将对Squire的运营和我们的资产寿命产生深刻影响”。

关于Squire Mining有限公司

Squire是一家总部位于加拿大的技术公司,其通过子公司从事开发和运营云计算数据基础设施和系统技术的业务,以支持与比特币SV、比特币核心和其他SHA-256衍生数字资产相关的全球区块链应用。

关于比特币SV正如创建者中本聪(Satoshi Nakamoto)所述,比特币中本聪愿景(BSV)是唯一遵循比特币原始设计、协议和愿景的比特币实现。Squire支持BSV路线图,因其是唯一计划通过显著提升比特币区块大小来实现大规模区块链扩容的项目。通过扩容,区块可以容纳支持更多交易和数据,从而为矿工带来更多的交易费,同时可让加密采矿业了解大规模区块链扩容对于整个比特币生态系统的重要性。Squire战略委员会成员克雷格·怀特博士(Dr. Craig S. Wright)现已获得美国版权注册,被认定为原始比特币白皮书和原始比特币代码大部分内容的作者,其使用的笔名为“中本聪”。

关于前瞻性信息的警示声明:本新闻稿包含《加拿大证券法》所定义的前瞻性信息。前瞻性信息和陈述包括但不限于基于对未来经济状况和行动方案假设的可能事件的披露。前瞻性信息必然基于大量的预计和假设,这些预计和假设虽然合理,但仍受已知和未知风险、不确定性和其他因素的影响,这些因素可能会导致实际结果和未来事件与前瞻性信息所表述或暗示的内容有重大差异。这些因素包括但不限于:普通业务、经济、竞争、政治和社会不确定性、不确定和不稳定的股权和资本市场、可用资本短缺、未来对比特币SV、比特币核心和其他加密货币的需求、与之相关的采矿风险、整合问题、人事与人员配置要求、技术变更和淘汰,以及无法满足交易完成条件的风险。对以下方面不提供保证:根据协议重置区块链和云计算单位的用时和完成情况Core Scientific签订的协议效果以及托管协议对Squire业务的影响SquireCore Scientific在开发基于比特币SV的区块链供应管理和分销解决方案方面的合作用时、完成和成功情况(包括为区块链和加密货币采矿领域的硬件制造商、基础设施提供商和终端用户带来任何收益);关于Core Scientific人工智能和区块链领域的创新和最佳实践的声明;以及Squire董事长的声明。实际结果和未来事件可能与此类前瞻性信息中的预测产生重大差异。因此,读者不应过分依赖前瞻性信息。以上新闻稿中所有的前瞻性信息均截至本新闻稿发布之日并由本篇警示声明认可,后续披露的文件将可在SEDAR网站www.sedar.com上进行访问。无论是由于新信息、未来事件或其他原因,Squire不承担任何更新或修改此类前瞻性信息的意图或义务,但法律要求除外。

备注:比特币核心(隔离见证)链上的代币被称为BTC币;比特币现金ABC链上的代币被称为BCHBCH-ABCBAB币。

比特币中本聪愿景(BSV)是目前唯一遵循最初中本聪白皮书的比特币项目,其遵循中本聪的原始协议和设想。BSV是唯一一个维护比特币初始愿景的公链,并将大规模扩容成为全球新型货币和企业区块链。

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Squire enters into a binding letter of intent with Core Scientific for hosting of blockchain cloud computing assets

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VANCOUVER, British Columbia, June 05, 2019 — Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF) (“Squire”) is pleased to announce that it has entered into a binding letter of intent (the “Agreement“) to relocate 41,166 blockchain cloud computing units (the “Assets”) pursuant to a hosting agreement with Core Scientific Inc. (“Core Scientific”).

Pursuant to the Agreement, the Assets will be hosted at Core Scientific’s state-of-the-art facilities in the United States and performance will be optimized using Core Scientific’s proprietary technology. Additionally, the parties have agreed on a collaboration with respect to the development of a Bitcoin SV-based blockchain supply management and distribution solution that is expected to benefit hardware manufacturers, infrastructure providers and end-users in the blockchain and crypto mining sectors. Squire has committed to providing hosting prepayments of US$6,375,000 and covering shipping and customs costs to relocate the Assets, and Core Scientific has committed to expending a minimum of US$12,000,000 to buildout its infrastructure to accommodate the Assets.

Core Scientific is a leader in artificial intelligence (“AI”) and blockchain, delivering best-in-class infrastructure and software solutions. In an increasingly distributed and connected world, Core Scientific believes AI and blockchain will fundamentally change the way information is processed, shared and stored across a range of industries. Led by a team that has a 10+ year AI and blockchain success story, Core Scientific provides custom hosting solutions at scale.

Core Scientific is pioneering new innovations and best practices in the AI and blockchain landscape, with advanced capabilities operating infrastructure at scale. Core Scientific’s platform is trusted by large-scale partners around the world to deliver reliable solutions that quickly adapt to dynamic market conditions.

Core Scientific’s Chief Executive Officer, Kevin Turner said, “I am delighted that Core Scientific is partnering with Squire. Our industry leading in-house management and monitoring solution, Minder™, combines our hosting expertise with data analytics and AI to ensure continuous uptime, alerting, monitoring and management, and our custom ASIC operating system, MinderOS™, and optimization suite provides significant profitability gains for Squire.”

With Bitcoin SV becoming a massively scaled blockchain, it is paramount that operators in this space understand the complexities of this network and the need for standardization so that the ecosystem is adopted by enterprise and institutional users.

“It is important for Squire to partner with such a reputable and trustworthy industry leader in the space. Core Scientific’s facilities are advanced and secure. Their focus on optimal performance, dedicated maintenance and internal controls will have a significant impact on Squire’s operations and the longevity of our assets,” Stefan Matthews, Chairman of Squire.

About Squire Mining Ltd.

Squire is a Canadian based technology company engaged, through its subsidiaries, in the business of developing and operating cloud computing data infrastructure and system technology to support global blockchain applications related to Bitcoin SV, Bitcoin Core and other associated SHA-256 derived digital assets.

ABOUT BITCOIN SV: Bitcoin Satoshi Vision (BSV) is the only Bitcoin implementation that follows Bitcoin’s original design, protocol and vision, as expressed by its creator Satoshi Nakamoto. Squire supports the BSV roadmap as it is the only project that aims to enable massive blockchain scaling by significantly increasing the Bitcoin block size so blocks can fit much more transactions and data and thus generate more transaction fees for miners, and outlines for the crypto mining sector why massive blockchain scaling is important for the entire interrelated Bitcoin ecosystem. Dr. Craig S. Wright, who serves on Squire’s strategic advisory board, has been issued U.S. copyright registrations, as author under the pseudonym Satoshi Nakaomo, for the original Bitcoin white paper and most of the original Bitcoin code.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes “forward-looking information” as defined under applicable Canadian securities legislation. Forward-looking information and statements include, but are not limited to, disclosure regarding possible events, that are based on assumptions about future economic conditions and courses of action. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties, uncertain and volatile equity and capital markets, lack of available capital, future demand for Bitcoin SV, Bitcoin Core and other cryptocurrencies and risks related to the mining thereof, integration issues, personnel and staffing requirements and technological change and obsolescence and risks that the conditions to closing in respect of the transaction will not be satisfied. There are no assurances with respect to: the timing and completion of the relocation of the blockchain and cloud computing units pursuant to the Agreement; the effect of the Agreement and the hosting agreement with Core Scientific on Squire’s business; the timing, completion and success of the collaboration by Squire and Core Scientific with respect to the development  of a Bitcoin SV-based blockchain supply management and distribution solution (including any benefit therefrom to hardware manufacturers, infrastructure providers and end-users in the blockchain and crypto mining sectors); statements relating to Core Scientific’s innovations and best practices in the AI and blockchain landscape; and statements made by the Chairman of Squire. Actual results and future events could differ materially from those anticipated in such forward looking information. Accordingly, readers should not place undue reliance on forward-looking information. All forward looking information in this news release is made as of the date hereof and qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR at www.sedar.com. Squire disclaims any intention or obligation to update or revise such forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

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Squire completes first phase of CoinGeek blockchain cloud computing transaction and acquires asset management & pooling software

VANCOUVER, British Columbia, May 03, 2019 — Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF) (“Squire”) announced that it has completed the acquisition of all of the outstanding securities of Freschette Limited (“OpCo”), which owns and operates a fleet of cloud computing assets in Kazakhstan representing 276 petahash/second (PH/s) of computing power. Pursuant to the share purchase agreement among Squire, OpCo and Mr. Calvin Ayre dated March 22, 2019 (the “Share Purchase Agreement”) Squire purchased OpCo for a purchase price of C$24.1 million (inclusive of operational prepayments and subject to post-closing adjustments) satisfied by issuance of an unsecured convertible debenture accruing interest at 15% per annum and due May 1, 2020. The debenture may be satisfied on maturity (or at any time after the date that is nine months following closing) in whole or in part, at the option of the holder, by common shares of Squire at a valuation of C$0.45 per share or, at the option of Squire (at any time after March 27, 2020), pursuant to a formula based on its then current trading price and subject to a floor of C$0.30.

At the time the Share Purchase Agreement was executed, the OpCo assets were cash positive after operational expenses (at then current market prices). The price of bitcoin has increased significantly since that time and management expects that OpCo operations will remain proportionately cash positive. Financial data with respect to cloud computing operations is expected to be made available in Squire’s second quarter financial statements.

The parties remain committed to completing the remainder of the acquisitions announced by way of Squire’s press release of November 30, 2018, as updated on March 25, 2018, in connection with an extension of exclusivity in respect of such negotiations until June 30, 2019.

Canaccord Genuity Corp. acted as financial advisor to Squire in connection with the transaction.

A copy of the Share Purchase Agreement will be filed under Squire’s profile on SEDAR.

In addition, Squire has entered into a perpetual license agreement for custom cloud computing management and pooling software and source code (together referred to as the “Software”) from a private development group based in the United Kingdom (“Licensor”).  In consideration of the license of the Software, Squire shall pay to Licensor the sum of £1,500,000, payable in four installments with the first payment due upon signing with the remaining installments payable every six months following.

About Squire Mining Ltd.

Squire is a Canadian based technology company engaged, through its subsidiaries, in the business of developing and operating cloud computing data infrastructure and system technology to support global blockchain applications related to Bitcoin SV, Bitcoin Core and other associated SHA-256 derived digital assets.

About CoinGeek Mining & Hardware

CoinGeek Mining & Hardware operates a global fleet of ASIC miners that contribute a significant portion of the hash power to secure and scale the Bitcoin SV enterprise‐grade blockchain. CoinGeek’s professional team has developed industry leading practices to ensure its mining fleet operates at maximum performance whilst optimizing its cost profile to maximize profitability.

The CSE accepts no responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes “forward-looking information” as defined under applicable Canadian securities legislation. Forward-looking information and statements include, but are not limited to, disclosure regarding possible events, that are based on assumptions about future economic conditions and courses of action. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties, uncertain and volatile equity and capital markets, lack of available capital, future demand for Bitcoin SV, Bitcoin Core and other cryptocurrencies and risks related to the mining thereof, integration issues, personnel and staffing requirements and technological change and obsolescence, the business impact of the perpetual license agreement for custom cloud computing management and pooling software and source code and risks as to whether the OpCo operations will remain proportionately cash positive. There are no assurances with respect to: the negotiation, entering into and completion of any definitive purchase agreement for any future asset acquisitions with Mr. Ayre or his affiliates (on the terms presently contemplated or at otherwise). Actual results and future events could differ materially from those anticipated in such forward looking information. Accordingly, readers should not place undue reliance on forward-looking information. All forward looking information in this news release is made as of the date hereof and qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR at www.sedar.com. Squire disclaims any intention or obligation to update or revise such forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.