NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
TORONTO, ONTARIO, Canada, March 21, 2021 – Cypherpunk Holdings Inc. (“Cypherpunk”
or the “Company”) (CSE: HODL), a sector leader for privacy-technology investments, is
pleased to announce that it has entered into securities purchase agreements with certain
institutional investors for a private placement (the “Private Placement”) of its common shares
(“Common Shares”) and common share purchase warrants (“Warrants”) to such institutional
investors for aggregate gross proceeds of approximately CAD$10 million. Pursuant to the
securities purchase agreements, the Company has agreed to issue an aggregate of
29,411,766 Common Shares and 14,705,883 Warrants at a purchase price of CAD$0.34 per
each Common Share and associated one-half of one Warrant. Each whole Warrant will entitle
the holder to purchase one Common Share at an exercise price of CAD$0.395 per Common
Share for a period of three years following the issuance date. The completion of the Private
Placement is expected to occur on or about March 24, 2021, subject to satisfaction of
customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the Private Placement.
The net proceeds of the Private Placement are expected to be used by the Company to make
investments in accordance with its investment strategy, including possible investments in
cryptocurrencies and companies, technologies and protocols that enhance or protect privacy
often in the blockchain ecosystem, and for general working capital purposes.
On completion of the Private Placement, H.C. Wainwright & Co. will receive (i) a cash
commission equal to 7.0% of the gross proceeds of the Private Placement and (ii) 2,058,824
non-transferable common share purchase warrants (the “Broker Warrants”). Each Broker
Warrant will entitle the holder to purchase one Common Share at an exercise price of
CAD$0.425 for a period of three years following the issuance date.
No securities were or are being offered or sold to Canadian residents in connection with the
Private Placement. The securities to be issued under the Private Placement will be subject to
resale restrictions in the United States under applicable U.S. federal and state securities laws
with no resale restrictions in Canada.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. This news release does not and shall not constitute an offer of securities for
sale in the United States. The securities offered have not been, nor will they be, registered
under the United States Securities Act of 1933, as amended, and such securities may not be
offered or sold within the United States absent registration under U.S. federal and state
securities laws or an applicable exemption from such U.S. registration requirements.
About Cypherpunk Holdings Inc.
Cypherpunk is a company set-up to invest in companies, technologies and protocols, which
enhance or protect privacy. Its strategy is to make targeted investments in businesses and assets
with strong privacy, often within the blockchain ecosystem, including select cryptocurrencies.
Current equity investments include Samourai Wallet, Wasabi Wallet, Chia, NGRAVE, and Hydro
Cautionary Note Regarding Forward-Looking Information
Cypherpunk Holdings Cautionary Note Regarding Forward-Looking Information at the following link.
Investor Relations Contacts:
Investor Relations, Cypherpunk Holdings Inc.