LUXXFOLIO Holdings Inc. (the “Company” or “LUXXFOLIO”) (CSE: LUXX) (OTCQB: LUXFF) is pleased to announce that on November 25, 2021, through its wholly- owned subsidiary Westblock Capital Inc. (“LUXX Mining Division“), it has finalized the order with CES Corporation (“CES“) on the immersion-cooling system (the “Immersion System“), as previously announced on November 10, 2021.
The purchase price of the Immersion System (the “Purchase Price“) will be paid in part by cash and the issuance of 612,000 common shares of the Company at a deemed price of $0.83 per share. Cypress Hills Partners Inc., or one of its affiliates, (“CHP“) has agreed to provide LUXX Mining Division with a senior secured loan facility to finance the cash portion of the Purchase Price (the “Facility“). LUXX Mining Division will be able to use the Facility to acquire future bitcoin mining equipment as well.
Ken MacLean, President of the LUXX Mining Division commented, “This Facility provides us with increased flexibility to continue our aggressive expansion plans in 2022 and to be opportunistic in our fixed asset purchases.”
The terms of the Facility will include:
- up to a maximum of $3M, which may be increased to $5M if agreed to by both parties;
- a maturity date of 24 months after closing, at which time all outstanding obligations of the borrower become due and payable;
- secured by a general security agreement over borrower and its subsidiaries, and a first charge on equipment used for crypto mining;
- a variable interest rate to be paid monthly; and
- a 0.75% facility fee.
CHP, LUXX Mining Division, and the Company have certain common directors, officers, and insiders. As such, the Facility is a related-party transaction as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Based on Section 5.5(b) of MI 61-101, the Company is exempt from having to obtain a formal valuation. The Company has also relied upon Section 5.7(1)(a) of MI 61-101 to be exempt from the minority approval requirement on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Facility exceeded 25 per cent of the Company’s market capitalization. The Company did not file a material change report 21 days prior because the details of the Facility had not been confirmed at that time.