GlobalBlock Announces Proposed Reverse Takeover (RTO) By CHAINERGY, A Company Developing Sustainably Powered Artificial Intelligence Data Centers

Transaction Overview - GlobalBlock Digital Asset Trading Limited has entered into a binding letter of intent (LOI) with CHAINERGY for a reverse takeover transaction, expected to be completed by February 28, 2025 [1][6] - The combined entity will carry on CHAINERGY's business, with existing shareholders and subscribers exchanging their securities for those of the Resulting Issuer [2] - The Transaction is based on a valuation of GlobalBlock at C$6,300,000 (C$0.07 per share) and CHAINERGY at C$12,950,000 [6] CHAINERGY Business - CHAINERGY is a UK-based company focused on sustainable modular data centers to meet the growing demand for AI, leveraging energy optimization and digital infrastructure expertise [3] - The company aims to address the AI energy challenge with scalable, energy-first solutions that bypass grid constraints [3][4] - CHAINERGY plans to deploy its first commercial-scale data center in the UK, with potential expansion across Europe [4] Transaction Details - GlobalBlock will acquire all issued and outstanding securities of CHAINERGY in exchange for 177,422,689 common shares (approximately 43,166,667 post-Consolidation) [6] - A concurrent financing of subscription receipts is planned, aiming for minimum gross proceeds of C$5.5 million at C$0.30 per receipt [9][10] - The Transaction is subject to board, shareholder, and regulatory approvals, including TSX Venture Exchange approval [8] Management and Governance - The Resulting Issuer's board will consist of four members, with CHAINERGY nominating two, GlobalBlock nominating one, and one member to be determined [12] - James Behan and Roger Cockram, founders of CHAINERGY, will assume the roles of CEO and COO of the Resulting Issuer [13] Capitalization and Share Structure - GlobalBlock currently has 86,313,741 common shares issued and outstanding, with options for up to 3,400,000 shares held by directors and officers [16] - CHAINERGY has 100,381 shares issued and outstanding, with James Behan and Roger Cockram each owning approximately 46.8% [18] Additional Considerations - The company name will be changed to reflect the Resulting Issuer's business, subject to regulatory and shareholder approvals [19] - Finder's fees of 716,992 post-Consolidation common shares are proposed for Rufus Round and Angus Campbell, subject to Exchange approval [20]