News

Squire Agrees To Purchase Companies With Cloud Computing Assets Totaling 2,985 Petahash To Become One Of The World’s Largest Public Crypto Mining Companies

Vancouver, British Columbia – May 30, 2019 – Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF) (“Squire”) is pleased to announce that on May 29, 2019 it entered into a letter agreement (the “Agreement”) with Calvin Ayre, Cunning Hams Limited (“Cunning Hams”) and Tansley Equipment Limited (“Tansley”) to directly or indirectly purchase all of the issued and outstanding shares of four corporations (consisting of Cunning Hams, Tansley, Woodland Technology Group Inc. (“Woodland”) and Laser Lollipop Limited (collectively, the “Companies”)) which own and operate a fleet of cloud computing assets in Canada, the United States and China, representing approximately 2,985 petahash (the “Transaction”).

As consideration for the Transaction, Squire will issue to Calvin Ayre (i) 80,000,000 common shares (the “Common Shares”) in the capital of Squire and 827,000,000 non‐voting participating shares (“NVPS”, and together with the Common Shares, the “Shares”), a new class of shares to be created, subject to shareholder approval. The aggregate consideration payable to Calvin Ayre in respect of the Transaction will further be subject to adjustments for pre‐payments and payments under an income‐sharing agreement to be entered into on closing (the “Closing”) of the Transaction. Squire expects to provide further information as to Transaction valuation following receipt of a fairness opinion in respect of the Transaction.

Transaction Highlights:

  • Creates Leading Blockchain Business, with one of the Largest Public Portfolios of Mining Rigs:  
    • Pro forma the Transaction, Squire will own and operate approximately 217,000 mining rigs, representing approximately 3,300 petahash.
  • Diversified Operations:
    • The Transaction will diversify Squire’s mining rigs across geography as the Transaction assets are located in the United States, Canada and China. Squire’s current fleet is currently operating out of Kazakhstan.
  • The Transaction will also diversify Squire’s hosting partners from one group to six groups.
  • Highly Accretive:
    • Management believes the Transaction is over 20.0% accretive to Squire’s expected next twelve month cash flow as measured by EBITDA.
  • Attractive Transaction Structure:
    • The Transaction is being financed 100.0% through share consideration, preserving Squire’s robust cash balance of over CAD$19,000,000.

“We are proud of what the team has accomplished to date. Squire has diversified away from a single

business purpose to inject a revenue generating cloud computing operation and established a solid foundation for sustainable growth and returns, and has become a dominant force in the blockchain industry,” Stefan Matthews, Chairman of Squire.

The Transaction signifies Squire’s commitment to ensuring that the crypto mining industry, that is supporting and securing the Bitcoin network, continues to scale and remain profitable in the long term after Bitcoin’s block reward halves in 2020 and every several years after that. For each block they mine, Bitcoin miners earn a fixed block reward amount (currently 12.5 coins, but halving to 6.25 coins next year), as well as fees for each individual transaction mined in the block. When the reward halving event takes place, to remain profitable, miners will need to generate more revenue from higher volumes of transaction fees (for example, from new applications that are processing large amounts of data on the blockchain).

This is why Squire supports the BSV roadmap, as it aims to enable massive on‐chain scaling by significantly increasing the block size such that blocks can fit much more transactions and data, and outlines for the crypto mining sector why such scaling is important for the entire interrelated Bitcoin ecosystem.  

“We need to focus on massive scaling of the Bitcoin blockchain to accommodate the throughput needed for enterprises to make use of this technology. By vending my mining assets into Squire, I am doubling‐down on my commitment to Bitcoin’s success. These assets will enable Squire Mining Ltd. to compete at a global level to pave a path for enterprise usage of blockchain technology to flourish,” Calvin Ayre.

Closing is subject to customary conditions, including: (i) approval of the Canadian Securities Exchange (the “CSE“) Canadian Securities Exchange (the “CSE“)  and CSE acceptance of a revised Form 2A Listing Statement from Squire; and (ii) shareholder approval by at least 66 2/3% of the votes cast by the shareholders of Squire in respect of an amendment to the articles and notice of articles of Squire to create the NVPS and by a simple majority of the votes cast by the shareholders of Squire in respect of a change of business to provide for the Transaction (the “Shareholder Approvals”) in each case at a shareholders meeting (the “Shareholders Meeting”) expected to be held on or about July 31, 2019. Further details regarding the Transaction will be provided to shareholders by way of a management information circular to be distributed prior to the Shareholders Meeting in accordance with applicable corporate and securities laws.

The Companies

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 203,121 ASIC mining rigs, representing approximately 2,985 petahash, or approximately 285 MW of power consumption, which, upon Closing, would make Squire one of the largest publicly traded crypto mining companies globally, as measured by terahash/s. The rigs are all operated by leading hosting providers and are allocated across the United States, Canada, and China. Together with the fleet operated by Squire’s subsidiary Freschette Limited in Kazakhstan, the Transaction will result in one of the largest publicly traded blockchain mining operations in the world.

The Consideration

As noted above, Calvin Ayre would receive approximately 80,000,000 Common Shares and 827,000,000

NVPS of Squire at Closing. The NVPS, the creation of which is subject to the Shareholder Approvals, would 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 Calvin Ayre would enter into a comprehensive coattail agreement on or prior to Closing to provide for the Common Shares and NVPS to be treated equally in a take‐over bid and other fundamental transaction situations.

The Transaction would result in Mr. Ayre having 45% of the voting control of Squire and would effectively constitute a reverse take‐over and fundamental change of business. Under the terms of the Transaction, at any time the percentage of Common Shares held by Calvin Ayre falls below 40% of the issued and outstanding Common Shares at that time, a number of NVPS shall be converted into an equal number of Common Shares until the percentage 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 (the “First Step Transaction”) on Closing to provide for the shares issuable upon conversion of the debenture to be NVPS.

Mr. Ayre has agreed to a one (1) year lock‐up of the Shares issued to him in connection with the Transaction to be released in equal quarterly tranches, subject to exceptions for private or over‐the‐counter trades outside of the facilities of the CSE or pledging arrangements to secure debt.

The consideration payable to Calvin Ayre in respect of the Transaction is subject to adjustment based on a pre‐closing audit of the Companies to be completed by an independent auditor acceptable to Squire and Calvin Ayre, a post‐closing reconciliation of operational units in excess of an agreed margin for wear and tear, breakdowns or damage and payment by Squire to Calvin Ayre of all pre‐payment balances or advances for hosting services advanced by the Companies and existing as of the Closing and the terms of an income sharing agreement to be entered into on Closing.

Pursuant to the income sharing agreement profits and operating expenses from the operation of approximately 100,000 units will be shared as to approximately 42% with Calvin Ayre, subject to terms agreed to in respect of their continued operation.

Additional Details about the Transaction  

The parties will enter into definitive agreements in respect of the Transaction on the terms agreed to in  the Agreement and otherwise substantially on the same terms as the First Step Transaction, including a  definitive  purchase  agreement,  income‐sharing  agreement,  coattail  agreement  and  a  cost‐plus  based  services  agreement  in  respect  to  the  ongoing  management  and  operation  of  any  remaining  cloud  computing assets owned by Calvin Ayre or his affiliates. The parties expect Closing to occur as soon as possible after the Shareholders Meeting.

Under the terms of the Agreement, either party may terminate the Agreement if the Closing does not

occur by August 31, 2019 or the approval of the CSE or the Shareholder Approvals have not been obtained by or the Shareholders Meeting has not been held by August 31, 2019 or it becomes reasonably apparent that such approval will not be obtained by August 31, 2019. In such circumstances, Squire would be obligated to pay to Calvin 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 prepare, file, and 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” for Squire as defined in CSE policies, pursuant to CSE policies, Squire’s stock has been halted and will remain halted at least until the meeting materials to be sent to Squire shareholders for approval of the Fundamental Change have been reviewed and accepted by the CSE and posted to the CSE website. The halt is considered a Regulatory Halt as defined in National Instrument 23‐101‐Trading Rules.

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 Calvin Ayre, Cunning Hams and Tansley.

Cannacord 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.

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.

COINGEEK TORONTO CONFERENCE – May 30, 2019 – Toronto, Canada

Come meet the Squire Mining Ltd. team in person and also learn about the latest massive scaling developments on the BSV blockchain at the CoinGeek Toronto conference on May 30, 2019 at The Carlu in Toronto. Pay with Bitcoin SV and you will receive a discount via CoinGate.

For further information contact:

Angela Holowaychuk
Interim Chief Executive Officer (Office 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. 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, 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 Squire shareholder approval; certain termination rights available to the parties under the Agreement; Squire obtaining the necessary approvals from the CSE for the listing of the Common Shares in connection with the Transaction and acceptance of the Form 2A Listing Statement by the CSE; 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.

Here’s everything you need to know about Bitcoin Mining

Chances are you’ve already heard the phrase “Bitcoin Mining,” and among the first things that you immediately thought of are stones, metals, pickaxes, and getting rich. Well, you’re not too far off.

Ever wondered where Bitcoins come from? With fiat currencies, it’s the government that decides when to print and distribute the money. Bitcoin, which has no central authority, is different. To mine Bitcoins, miners use specialized computers to solve complex math problems, and if they’re successful, new Bitcoin is produced. It’s like striking gold from the ground, but digitally.

Bitcoin mining, however, serves a vital purpose other than rewarding the miners for their hard work. The activity confirms the transactions that take place in the blockchain in a trustful manner. By verifying if the transactions are valid, Bitcoin miners make the network trustworthy and secure as well as help prevent double-spending, in which the Bitcoin is illicitly spent twice, from taking place.

How does Bitcoin Mining work?

The first step involves verifying the transaction information. Once verified, the Bitcoin miners bundle transactions in a block, then they insert the header of the most recent block into a new block as a hash. This is followed by solving the Proof-of-Work (PoW) problem. PoW is a method that ensures the new block was difficult—costly and time-consuming, in other words—to be made.

After the PoW problem is solved, the new block is added to the local blockchain and then propagated to the network.

Bitcoin, now reborn as Bitcoin SV (BSV), as well all current Bitcoin forks rely on the SHA-256 hashing algorithm for mining. This is the reason why having specialized equipment is important, as it demonstrates that thee miners are making serious skin-in-the-game investments to take part in securing the network. In comparison, CPU-focused algorithms, like Equihash, can pave the way for botnets and server farms to easily mine on the network, while having no incentive to continue mining if a more profitable use of CPU time presents itself.

Simply put, miners secure the Bitcoin network—and the more miners there are, the more secure the network becomes.

Block rewards

When a block is discovered and successfully verified, the miners automatically receive a reward for the solving the block. The block reward currently sits at 12.5 coins, but the value is halved every 210,000 blocks, or roughly 4 years.

In addition, miners also receive the fees users pay to send their transactions on the network. It’s also an incentive for a miner to include the transaction in their block, and will help sustain miner profitability when the block reward halve in 2020 and again several years later.

The Bitcoin network processes seven transactions per second, with transactions embedded in the blockchain every 10 minutes. That means miners were being rewarded every 10 minutes, although the waiting time for transactions to be confirmed is currently longer as the number of Bitcoin users continue to grow. Unlike Bitcoin Core, which remains stuck with its small 1MB blocks, BSV has pursued massive scaling and big blocks in preparation for Bitcoin’s mass adoption.

With bigger blocks, the Bitcoin network is capable of handling more transactions and data. Miners also get more fees, the users get faster transactions, and everyone is incentivized to create something better. That’s the economic model of massive on-chain scaling—as Satoshi Nakamoto intended.

Squire advisory board member, Dr. Craig Wright granted US copyright registrations for original bitcoin white paper and early code

Vancouver, British Columbia; May 22, 2019 – Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF) (“Squire”) is very pleased to congratulate our Advisory Board Member, Dr. Craig S. Wright for the recent issuance of U.S. copyright registrations in his name for the famed original Bitcoin white paper, and most of the original Bitcoin code (version 0.1).

The registrations issued by the U.S. Copyright Office recognize Dr. Wright as the author – under the pseudonym Satoshi Nakamoto ‐ of both the white paper and code.

 U.S. copyright registration no. TXu 2‐136‐996, effective date April 11, 2019, for the paper entitled Bitcoin: A Peer‐to‐Peer Electronic Cash System, with year of completion 2008. The registration recognizes the author as Dr. Craig Steven Wright, using the pseudonym Satoshi Nakamoto.

 U.S. copyright registration no. TX‐8‐708‐058, effective date April 13, 2019, for computer program entitled Bitcoin, with year of completion 2009 and date of first publication January 3, 2009. The registration recognizes the author as Dr. Craig Steven Wright, using the pseudonym Satoshi Nakamoto. The registration covers the portions of version 0.1 of the Bitcoin client software authored by Dr. Wright.

Dr. Wright is currently Chief Scientist of nChain, the global leader in advisory, research and development of blockchain technologies, which focuses on massive adoption of Bitcoin in the form of Bitcoin Satoshi Vision (BSV). Dr. Wright and nChain are working to restore Bitcoin’s original protocol, ensure that the vision for massive blockchain scaling is fulfilled in the form of BSV, and ensure BSV is designed to work within existing legal regulatory frameworks as Bitcoin was created to do.

In the future, Dr. Wright intends to assign the copyright registrations to the Bitcoin Association, a not‐for‐profit organization, to hold for the benefit of the Bitcoin ecosystem. The Bitcoin Association is a global industry organization established for the benefit of Bitcoin businesses and is led by Founding President, Jimmy Nguyen, who is also a member of Squire’s Advisory Board.

Stefan Matthews, Chairman of the Board of Squire has been a supporter of Dr. Wright since 2008 when Dr. Wright showed him a draft of the Bitcoin white paper Wright was working on. “After all these years of dedication and development, we are very pleased to see our advisor, and personal friend, receive the appropriate recognition. We would also like to thank Dr. Wright and Mr. Nguyen for their involvement with Squire.”

COINGEEK TORONTO CONFERENCE
To learn more about Dr. Craig Wright’s vision for Bitcoin and to meet the Squire team, we welcome shareholders and the public to the upcoming CoinGeek Toronto conference, May 29‐30 in Toronto, Canada. The conference focuses on Bitcoin scaling with “No Limits,” and features the world leaders in blockchain scaling. The event will feature a special interview with Dr. Craig Wright discussing his creation of Bitcoin, the Satoshi Nakamoto identity, and why the original Bitcoin design, protocol and “Satoshi Vision” are so important for its success.

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

Squire Completes First Phase Of Coingeek Blockchain Cloud Computing Transaction And Acquires Asset Management & Pooling Software

Vancouver, British Columbia; May 2, 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 (www.sedar.com).

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.

Squire announces definitive agreement for first step of Coingeek blockchain cloud computing transaction

Vancouver, British Columbia; March 25, 2018 – Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF) (“Squire”) announced that it has entered into a definitive share purchase agreement with Mr. Calvin Ayre (the “Share Purchase Agreement“) to acquire all of the outstanding securities of Freschette Limited (“OpCo“), a company wholly owned by Mr. Ayre. OpCo owns and operates a fleet of cloud computing assets in Kazakhstan representing 276 petahash/second (PH/s) of computing power. Closing of the transaction is expected May 1, 2019. The purchase price for OpCo is C$22.5 million (inclusive of operational prepayments), to be satisfied by way of an unsecured convertible debenture accruing interest at 15% per annum and due May 1, 2020 (as described below). In connection with the transaction, Mr. Ayre and his affiliates will also provide Squire with exclusivity and a right of first refusal over additional cloud computing assets owned by them.

Highlights of the transaction include:

  • 276 PH/s of computing power in a stable, low‐cost jurisdiction
  • OpCo assets generate approximately C$436,000 per month and C$5.1 million per year (at current market prices) after operational expenses, in available cash flow
  • Preserved cash position of over C$19.4 million /li>
  • Exclusivity until June 30, 2019 and a right of first refusal for 12 months following closing of the transaction over additional cloud computing assets owned by Mr. Ayre and his affiliates in the U.S., Canada, China and Russia comprising over 3 million TH/s of processing power (3 EH/S)

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. Mr. Ayre has agreed not to transfer the common shares issued under the debenture until after May 1, 2020.

Closing of the transaction is subject to customary conditions, including receipt of required consents and approval of the Canadian Securities Exchange (the “CSE“). The transaction is not subject to shareholder approval.

The parties remain committed to completing the remainder of the acquisitions announced by way of Squire’s press release of November 30, 2018 and have agreed to an extension of exclusivity in respect of such negotiations until June 30, 2019. In addition, in connection with the right of first refusal and such extension of exclusivity the parties have increased the contemplated scope of cloud computing assets from approximately 1 million terahash/s of computing power to over 3 million terahash/s of computing power (or 3 exahash/s). Such acquisitions will be subject to, among other things, the negotiation and execution of definitive agreements and receipt of necessary approvals.

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

ASIC Chip Design Update and Results from third party audit

As announced on January 21, 2019, the company’s subsidiary Aracore Technology Corp. (“Aracore”) had received pre‐tape‐out simulations reports regarding its ASIC chip development design that were inconsistent with the anticipated design parameters. Based on these results Squire commenced an independent audit and further simulation testing of the proposed design. The audit ultimately confirmed that the chosen architecture and design specifications used by Aracore would be unlikely to produce a competitive and cost‐effective product in the current market place. Peter Kim, CEO of Aracore, and his front‐end design team in Korea have been directed to propose a revised design and development plan that will meet design specifications. Squire has also commenced negotiations with new strategic partners involved with ASIC chip development and rig design in order to support to‐market momentum.

Corporate Update

Since the appointment of the new board of directors (the “Board”) and executive officers there has been an ongoing evolution to the corporate structure and strategies originally implemented by the previous management team for Squire. The current team remains confident in the Company’s position and is excited to be progressing with the first step in the acquisition of the CoinGeek blockchain cloud computing assets and operations. This advances Squire into a vertically‐integrated company that is structured for the most efficient exploitation of massive on‐chain scaling and enterprise‐level adoption of Bitcoin SV blockchain technology, which is key for cryptocurrency mining to remain profitable over the long term.

Joining Squire’s leadership team are two accomplished and experienced executives, Conrad Druzeta and Joe Chin.

Conrad Druzeta – Mr. Druzeta has joined Squire as its General Counsel. He is a former partner of Bennett Jones LLP where he was co‐head of the Fintech and Blockchain Practice Group. Prior to that Mr. Druzeta was partner at another major Canadian law firm focused on mergers and acquisitions and public securities law. Mr. Druzeta practices securities and corporate law specializing in capital markets transactions, securities regulation, capital raising and deployment, private equity and public and private mergers and acquisitions. He currently also acts as a director of the Ontario Institute for Regenerative Medicine and as General Counsel to the Ayre Group, a group of companies and entities controlled by Mr. Ayre on matters not related to Squire.

Joe Chin – Mr. Chin has joined Squire as its Chief Operating Officer. He is the former CEO of CoinGeek Mining and Hardware, one of the world’s largest Bitcoin mining operators. Prior to that, Mr. Chin spent over two decades building technology teams, data centers and voice/data networks for clients around the world. Mr. Chin is a technology leader who specializes in operations management, security, and highly scalable mission‐critical infrastructure. Mr. Chin attended the Simon Fraser University where he studied Computing Science and Geography.

“The acquisition and appointments announced today showcase how we are continuing to focus on the growth potential of Squire, establishing a solid foundation of infrastructure, leadership and experience to take the Company from what it is today and diversifying its business model into a leading blockchain enterprise,” Stefan Matthews, Chairman of the Board.

A copy of the Share Purchase Agreement will be filed under Squire’s profile on SEDAR (www.sedar.com).

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.

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. 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 success of Squire’s ASIC chip development; the timing and completion of the acquisition of OpCo pursuant to the Share Purchase Agreement (on the terms presently contemplated or otherwise); or 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.

Squire & Coingeek agree to further extend negotiations

VANCOUVER, British Columbia, Feb. 01, 2019 (GLOBE NEWSWIRE) — Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF) (“Squire”) announced today that it and Bigfoot Holdings Group Ltd. (operating as CoinGeek Mining & Hardware) (together with its affiliates, “CoinGeek”) have agreed to further extend exclusive negotiations to March 31, 2019 for Squire to acquire the mining assets owned by CoinGeek and certain of its affiliates and other blockchain related assets (the “Transaction”).

While both parties are engaged with sophisticated financial, legal advisors and tax auditors and professionals to support this Transaction in the most efficient way possible, those advising professionals are learning the intricacies of a relatively new industry, cryptocurrency mining.  As a result, there is an educational element to this process that has added additional time and complexity to the process.

The Squire team remains confident in its decision to progress with this Transaction and the acquisition of mining assets.  Acquisition of CoinGeek’s mining assets, along with ASIC chip and hardware development demonstrates Squire’s strong commitment to supporting the cryptocurrency industry for the long term by building the necessary infrastructure to support Bitcoin SV (BSV) – the cryptocurrency and blockchain with the roadmap for massive on-chain scaling and enterprise‐level adoption.  Squire believes BSV’s roadmap will provide miners with higher volumes of transaction fees needed for the mining industry (including both miners and hardware manufacturers) to remain profitable for years to come.

We will be expecting the final report on our ASIC chip design shortly and will provide further update on the revised product development roadmap.  While our reported timelines may have shifted our commitments to deliver the next generation of leading ASIC mining hardware has not.

About Squire Mining Ltd.

Squire is a Canadian based company engaged, through its subsidiaries, in the business of developing data mining infrastructure and system technology to support global blockchain applications in the mining space including application specific integrated circuit (ASIC) chips and next generation mining rigs to mine Bitcoin SV, Bitcoin Core and other associated cryptocurrencies.

About CoinGeek Mining & Hardware

CoinGeek Mining & Hardware operates a global fleet of ASIC miners for different mining groups and pools, that collectively, provide significant hash power to secure and scale the Bitcoin SV enterprise-grade blockchain. CoinGeek’s professional team has developed industry leading practices to ensure it’s the mining fleets (for itself and others) operate at maximum performance whilst optimizing its cost profile to maximize profitability.

For further information contact:

Angela Holowaychuk
Chief Executive Officer (Interim), Director
Telephone: +1-800-371-2809

The Canadian Securities Exchange 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, the proposed completion of the Transaction including the acquisition of the assets owned by CoinGeek 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. There are no assurances that the Squire will successfully negotiate, enter into and complete a definitive purchase agreement on the terms presently contemplated or at all. 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 Discloses CoinGeek.com Associate as Exclusive Worldwide Distributor for its Next Generation ASIC Chips and Mining Systems; Signs Provisional Agreement With Global Technology Assembly Company For Mining Systems

VANCOUVER, B.C., Squire Mining Ltd. (CSE: SQR) – August 21, 2018 – Further to the Company’s news release of August 10, 2018, Squire Mining announces an associate of Coingeek.com, the world’s largest miner of Bitcoin Cash (BCH), is the exclusive worldwide distributor (the “Distributor”) of the Company’s next generation ASIC chips and mining systems currently under development.

Upon completion of development and manufacture of the Company’s initial ASIC chip and mining rig, the Distributor will have the exclusive right to market, promote, solicit, sell and distribute the Company’s new ASIC chip and mining system to Bitcoin BCH and other alt coin miners under the CoinGeek.com brand, subject to certain minimum purchase requirements, as more particularly described in the Company’s news release of August 10, 2018. All marketing of the Company’s products will be done under the CoinGeek.com brand.

“We are very excited to be partnering with a market leader such as Coingeek.com and its associates. This partnership will allow us to quickly gain a strong foothold in a fast-moving, global marketplace.”— Simon Moore, Executive Chairman of Squire.

On August 10, 2018, the Company completed a private placement financing of $25,500,000 (the “Financing”) to fund, among other things, the development, manufacture and sale of data mining infrastructure and system technology (including ASIC chips and mining rigs) to support the mining of Bitcoin Cash and other alt coins such as coins using Segwit Technology. The Company expects to complete the manufacture and assembly of a pilot production test run of its initial ASIC chip and rig for mining Bitcoin Cash by the end of the fourth quarter of 2018, for delivery to Coingeek.com and its associates.

Squire also announces that it has formed a new joint venture company, Arasystems Technology Corp. (“Arasystems”), with Future Farm Developments Ltd. (“Future Farm”), a Hong Kong based technology company, to manage the development, manufacture and assembly of the Company’s next generation mining systems. Each new mining system developed by Arasystems will incorporate the Company’s latest ASIC chip and be sold globally under the Coingeek.com brand pursuant to the Company’s exclusive distributor agreement with the Distributor. The Company owns a 75% equity interest in Arasystems with Future Farm owning the remaining 25% equity interest.

Squire further announces that Arasystems has entered into a provisional agreement (the “Provisional Agreement”) with an arms-length major global technology assembly company to assist in the design and assembly of the Company’s initial next generation mining system at such time as a working prototype of the Company’s initial ASIC chip has been developed. The Provisional Agreement lays the groundwork for Arasystems to assemble and produce, at commercial volumes, new mining systems containing the 910404.18143/100626062.2 Company’s next generation ASIC chips. The Provisional Agreement is non-binding and subject to negotiation and execution of a formal design and assembly agreement.

For further information contact:

Simon Moore, President and Chief Executive Officer
Telephone: (604) 929 – 0900

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking information” under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements regarding the future development, manufacture and sale of the Company’s next generation ASIC chips and mining systems for Bitcoin BCH. 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, risks related to chip and rig design, development and manufacturing, technological change, obsolescence and the marketability of any chips or rigs developed by the Company. Actual results and future events could differ materially from those anticipated in such forward looking information. There are no assurances that the Company will successfully design and develop a commercially viable ASIC chip or mining rig as contemplated and, even if successful, there is no guarantee that the Company will be able to successfully negotiate and enter into a formal design and assembly agreement for its mining systems with its proposed global technology assembly company on the terms presently contemplated or at all. Accordingly, readers should not place undue reliance on forwardlooking information. The Company disclaims any intention or obligation to update or revise any forwardlooking information, whether as a result of new information, future events or otherwise, except as required by law.

Squire Updates Market On Asic Chip Development

Vancouver, British Columbia; January 22, 2018 – Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF) (“Squire”) reported today that pre‐tape‐out simulation testing of its prototype FPGA (field programmable gate array) ASIC microchip for mining Bitcoin SV, Bitcoin and other SHA‐256 associated cryptocurrencies has produced results inconsistent with design parameters.    Squire has commenced an independent audit of the results and Peter Kim President of Squire’s subsidiary AraCore Technology Corp., and his team of front‐end microchip engineers and programmers leading the design project have undertaken further testing and review of chip design.

Additionally, Squire announced the resignation of Taras Kulyk as Chief Executive Officer and Director.   The Board of Directors express their gratitude to Mr. Kulyk for his service and wish him the best in the future.  “Mr. Kulyk has contributed greatly to the establishment of an experienced operations team and provided the Company a wealth of knowledge through robust analysis and research in the crypto currency space.  Mr. Kulyk worked closely with the other Officers of the company and we are confident the team will continue to maintain the high level of operational competence and project management efficiencies we have been keenly impressed with to date.”

Filling the vacancy on the Board of Directors due to the departure of Taras Kulyk, Mrs. Angela Holowaychuk was appointed to the Board for Squire Mining.  In connection with the appointment, the Board has granted 200,000 options to Ms. Holowaychuk at an exercise price of C$0.245.

About Squire Mining Ltd.

Squire is a Canadian based company engaged, through its subsidiaries, in the business of developing and operating data mining infrastructure and system technology to support global blockchain applications in the mining space including application specific integrated circuit (ASIC) chips and next generation mining rigs to mine Bitcoin SV, Bitcoin Core and other associated SHA‐256 derived cryptocurrencies.

For further information contact:

Angela Holowaychuk
Interim Chief Operating Officer
Telephone: +1 800‐371‐2809

The Canadian Securities Exchange 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. There are no assurances that the Squire will successfully negotiate, enter into and complete a definitive purchase agreement on the terms presently contemplated or at all. 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 Announces Corporate Streamlining

Vancouver, British Columbia; January 7, 2018 – Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF) (“Squire”) announced today that it and Future Farm Developments Ltd. (“Future Farms”) have entered into a binding Letter of Intent (“LOI”) to wind up their joint venture company Arasystems Technology Corp. (“Arasystems”). All of the business functions contemplated to be performed by Arasystems will be taken on directly by Squire going forward.

Subject to Future Farms meeting certain conditions, Squire and Future Farms will enter into (a) a services agreement pursuant to which Future Farms will provide certain project management services to support Squire’s mining systems development, (b) a licensing agreement with respect to certain proprietary intellectual property of Future Farms, and (c) a non-exclusive distribution agreement where Future Farms will be granted the right to distribute mining systems developed by Squire.

The wind up of Arasystems is part of an on-going effort by Squire to streamline its business processes to maximize future value and reduce near-term operational overhead.

About Squire Mining Ltd.

Squire is a Canadian based company engaged, through its subsidiaries, in the business of developing and operating data mining infrastructure and system technology to support global blockchain applications in the mining space including application specific integrated circuit (ASIC) chips and next generation mining rigs to mine Bitcoin SV, Bitcoin Core and other associated SHA-256 derived cryptocurrencies.

For further information contact:

Taras Kulyk, JD, MBA
Chief Executive Officer, Director
Telephone: +1 (604) 260-6142

The Canadian Securities Exchange 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. Forwardlooking 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. There are no assurances that the Squire will successfully negotiate, enter into and complete a definitive purchase agreement on the terms presently contemplated or at all. Actual results and future events could differ materially from those anticipated in such forward looking information. Accordingly, readers should not place undue reliance on forwardlooking 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 forwardlooking information, whether as a result of new information, future events or otherwise, except as required by law.

Squire Extends Exclusive Negotiations For Acquiring Coingeek Assets

Vancouver, British Columbia; January 2, 2018 – Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF) (“Squire”) announced today that it and Bigfoot Holdings Group Ltd. (operating as CoinGeek Mining & Hardware) (together with its affiliates, “CoinGeek”) have agreed to extend exclusive negotiations to January 31, 2019 for Squire to acquire crypto mining assets owned by CoinGeek and certain of its affiliates representing approximately 1 million terahash/s of computing power (or approximately 960 petahash/s) and other blockchain related assets (the “Transaction”). Upon completion of the Transaction, Squire will become the largest publicly traded crypto mining company globally, as measured by terahash/s.  For additional information see Squire`s press release of November 30, 2018 which is available on www.sedar.com.

About Squire Mining Ltd.

Squire is a Canadian based company engaged, through its subsidiaries, in the business of developing data mining infrastructure and system technology to support global blockchain applications in the mining space including application specific integrated circuit (ASIC) chips and next generation mining rigs to mine Bitcoin SV, Bitcoin Core and other associated cryptocurrencies.

About CoinGeek Mining & Hardware

CoinGeek Mining & Hardware operates a global fleet of ASIC miners that provide the majority 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.

For further information contact:

Taras Kulyk, JD, MBA
Chief Executive Officer, Director
Telephone: +1 (604) 260‐6142

The Canadian Securities Exchange 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, the proposed completion of the Transaction including the acquisition of the assets owned by CoinGeek 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. There are no assurances that the Squire will successfully negotiate, enter into and complete a definitive purchase agreement on the terms presently contemplated or at all. 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 Reports Agn Results; Grants Stock Options

Vancouver, British Columbia; December 12, 2018 – Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF) (“Squire” or the “Company”) announces that at the Company’s annual general meeting held on December 12, 2018 Stefan  Matthews, Taras Kulyk and Marco Strub were elected as directors of the Company for the ensuing year.  Peter Wielgosz has stepped down as a director for personal reasons. The board would like to thank Peter for his hard work and dedication in helping to advance the development of the Company’s initial ASIC chip and mining rig as the Company prepares to begin fabrication of its initial chip in early 2019.

A total of 69.39% of the Company’s issued and outstanding shares were represented at the meeting and all items of business as set out in the Company’s Notice of Meeting dated October 30, 2018 as filed on SEDAR were adopted and approved by the shareholders.

The Company has also granted incentive stock options to purchase 200,000 common shares of Squire to each of Taras Kulyk and Marco Strub.  The options are exercisable for a period of two years at a price of $0.28 per share.

About Squire Mining Ltd.

Squire    is    a    Canadian    based    company    engaged,   through    its   subsidiaries, in   the    business    of   developing data mining infrastructure and system technology to support global blockchain applications in the mining space    including    application    specific    integrated    circuit    (ASIC)    chips    and    next   generation  mining  rigs  to mine Bitcoin SV, Bitcoin Core and other associated cryptocurrencies.

For further information contact:

Taras Kulyk, JD, MBA
Chief Executive Officer, Director
Telephone: +1 (604) 260‐6142

The Canadian Securities Exchange accepts no responsibility for the adequacy or accuracy of this release.

Squire Establishes Advisory Board

Vancouver, British Columbia; December 12, 2018 – Squire Mining Ltd. (CSE:SQR | FWB:9SQ | OTCQB:SQRMF) (“Squire” or the “Company”) announces that it has established an advisory board of industry experts to broaden the Company’s expertise and keep abreast of developing trends in the rapidly evolving fields of blockchain and cryptocurrencies. To this end, the Company has appointed Jimmy Nguyen and Dr. Craig S. Wright as inaugural members of the Company’s advisory board.

Jimmy Nguyen is the founding President of the bComm Association, the first‐ever organization dedicated to bCommerce (Bitcoin commerce).    The bComm Association brings together developers, merchants, exchanges, miners and other Bitcoin network participants and is dedicated to educating about why massive on‐chain scaling through Bitcoin SV is important not just for merchants and application developers, but also for the mining industry in general.    Mr. Nguyen will head the industry group as it provides global support for Bitcoin SV, as the key to long‐term financial success for all participants in the inter‐related Bitcoin ecosystem.

Dr. Wright is the Chief Scientist for nChain, known for global leadership in blockchain and bitcoin research, and possesses an intimate knowledge and understanding of Bitcoin’s technical and economic workings as well as its future potential.

Together, Jimmy and Dr. Wright are expected to provide Squire with invaluable insight and advice on current and future developments and trends in the Bitcoin SV ecosystem and the broader cryptocurrency and blockchain industries in general.

About Squire Mining Ltd.

Squire    is    a    Canadian    based    company    engaged,   through    its   subsidiaries, in   the    business    of   developing data mining infrastructure and system technology to support global blockchain applications in the mining space    including    application    specific    integrated    circuit    (ASIC)    chips    and    next   generation  mining  rigs  to mine Bitcoin SV, Bitcoin Core and other associated cryptocurrencies.

For further information contact:

Taras Kulyk, JD, MBA
Chief Executive Officer, Director
Telephone: +1 (604) 260‐6142

The Canadian Securities Exchange accepts no responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING FORWARD‐LOOKING INFORMATION: This news release includes “forward‐looking information” that, while considered reasonable, is 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.  Accordingly, readers should not place undue reliance on forward‐looking information.