Vancouver, British Columbia--(Newsfile Corp. - August 21, 2025) - HYPER BIT TECHNOLOGIES LTD. (CSE: HYPE) (OTCID: HYPAF) (FSE: N7S0) (the "Company" or "Hyper Bit") is pleased to announce that, further to its news release dated May 20th, 2025, the Company has entered into a Share Purchase Agreement dated August 19th, 2025 (the "Definitive Agreement") with Dogecoin Mining Technologies Corp. ("Dogecoin Mining Technologies") and the shareholders of Dogecoin (collectively, the "Dogecoin Shareholders"). Pursuant to the terms and conditions of the Definitive Agreement, the Company has agreed to acquire 100% of the issued and outstanding common shares capital of Dogecoin Mining Technologies (the "Dogecoin Mining Technologies Shares") from the Dogecoin Shareholders.
Mr. Dallas La Porta, President, CEO and Director of Hyper Bit stated: "This marks a pivotal milestone for Hyper Bit, advancing our strategic growth in the cryptocurrency mining sector. The acquisition of Dogecoin Mining Technologies bolsters our market position and underscores our commitment to building a scalable, high-performance mining operation. Hyper Bit is now well positioned as one of the first publicly traded, altcoin-focused mining companies, with the goal of delivering long-term value creation and profitability within the rapidly evolving digital asset ecosystem.
We view Dogecoin and Litecoin as uniquely compelling assets, offering robust mining economics and growing institutional adoption. We are excited to be working with the Dogecoin Mining Technologies team, whose extensive expertise and industry connections add substantial strategic value to Hyper Bit.
Looking ahead, we see a clear opportunity to lead the consolidation of the currently fragmented altcoin mining sector through a disciplined roll-up strategy, integrating high-quality assets, advanced mining technology, and operational efficiencies under the Hyper Bit umbrella."
Mr. Carl Hermansen, President of Dogecoin Mining Technologies stated: "We are pleased that Dogecoin Mining Technologies will become a wholly owned subsidiary of Hyper Bit. This transaction represents an important step in our development and is expected to strengthen our ability to achieve our business objectives. By drawing on Hyper Bit's resources, expertise, and market presence, we aim to enhance our operational capacity and advance our Dogecoin mining capabilities."
About Dogecoin Mining Technologies Corp.
Dogecoin Mining Technologies is a Dogecoin (DOGE) and Litecoin (LTC) crypto mining infrastructure company focused on building scalable, high-performance crypto currency mining operations. The Company has strategically secured key components necessary to execute a large-scale mining platform, including proprietary hardware supply agreements for Elphapex DG1+ and DG2 ASIC rigs, a highly experienced operations team with expertise in blockchain, big data, and artificial intelligence, and a renewable energy-powered colocation agreement at a facility with access to up to 11MW of capacity, with the Company expecting to secure its portion of that capacity at an anticipated all-in power and hosting rate of under USD $0.07 per kilowatt-hour.
With turnkey infrastructure in place, Dogecoin Mining Technologies is positioned to rapidly scale mining operations upon allocation of capital resources, leveraging industry-leading hardware, low-cost sustainable energy, and operational expertise to pursue attractive profitability and long-term value creation in the rapidly expanding digital asset ecosystem.
As consideration for the acquisition of the Dogecoin Shares, the Company will issue an aggregate of 17,999,995 common shares in the capital of the Hyper Bit, pro rata to the Dogecoin Shareholders (the "Consideration Shares"). The Consideration Shares will be issued at a deemed price of $0.2625 per Consideration Share representing a total deemed value of CAD $4,724,998.69. All Consideration Shares will be subject to a resale restriction for a period of four months from the date of issuance pursuant to the policies of the Canadian Securities Exchange as well as multiple milestone earn-out requirements.
14,399,988 of the Consideration Shares will be subject to the four (4) performance milestones set out below with the intent of aligning the Dogecoin Shareholders with the long-term growth objectives of the Company. In the event that the Company does not achieve the specified performance milestone below then each Dogecoin Shareholder will promptly return the corresponding number of Consideration Shares to the Company, and upon receipt, the Company will promptly return to treasury such Consideration Shares for cancellation.
| 3,599,997 Consideration Shares | Performance Milestone 1: Upon the confirmation that the initial tranche of ElphaPex DG1+ Rigs has cleared customs in the destination jurisdiction on or before December 31, 2025. |
| 3,599,997 Consideration Shares | Performance Milestone 2: Upon confirmation that the initial tranche of ElphaPex DG1+ Rigs has been installed and is online within ten (10) business days of arrival at the data center on or before December 31, 2025. |
| 3,599,997 Consideration Shares | Performance Milestone 3: Upon confirmation that the initial tranche of DG1+ Rigs are achieving a hash rate equal to or greater than 96%, based on a five (5) day rolling average after being deemed online on or before December 31, 2025. |
| 3,599,997 Consideration Shares | Performance Milestone 4: Upon confirmation of the allocation of a minimum of 2,000 ElphaPex DG2 Rigs through a comfort letter or equivalent supporting documentation on or before December 31, 2025. |
Pursuant to the terms of the Definitive Agreement, each Dogecoin Shareholder will also enter into a Voting Support Agreement (a "VSA") with the Company whereby each Dogecoin Shareholder will agree to vote their Consideration Shares in favour of all resolutions put forward by management of the Company for such period of time that the Dogecoin Shareholder continues to hold such Consideration Shares.
Completion of the Transaction is subject to a number of customary closing conditions as contemplated in the Definitive Agreement including, but not limited to, the execution and delivery of a VSA by each Dogecoin Shareholder, completion of Dogecoin's audit as well as a valuation report to the satisfaction of the board of Hyper Bit. The Transaction cannot close until all such conditions are satisfied. There can be no assurance that the Transaction will be completed as proposed or at all.
About Hyper Bit Technologies Ltd.
Hyper Bit Technologies Ltd. is a forward-thinking, diversified technology company specializing in the acquisition, development, and strategic deployment of crypto mining operations and blockchain-based innovations. As global interest in digital assets accelerates-driven by the rise of blockchain, decentralized finance (DeFi), and increasing institutional and retail adoption-Hyper Bit is committed to unlocking value across the crypto ecosystem while delivering growth for our stakeholders. Hyper Bit Technologies Ltd. is a member of the Blockchain Association of Canada and the American Blockchain & Cryptocurrency Association.
Stay informed on our latest developments by subscribing to Company updates at Hyperbit.ca and follow us across our social media channels: X.com, TikTok, Instagram, and LinkedIn. Hyper Bit Technologies Ltd. is publicly listed in Canada (CSE: HYPE), the USA (OTCID: HYPAF) and in Europe (FSE: N7S0).
ON BEHALF OF THE BOARD
Signed "Dallas La Porta"
Dallas La Porta, President & Chief Executive Officer and Director
FOR FURTHER INFORMATION PLEASE CONTACT:
Telephone: 1-604-602-4935
Facsimile: 1-604-602-4936
e-mail: team@hyperbit.ca
FORWARD-LOOKING STATEMENTS:
All information contained in this news release with respect to the Company and Dogecoin was supplied by the parties, respectively, for inclusion herein, and the Company and its respective directors and officers have relied on Dogecoin for any information concerning Dogecoin.
This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this news release include, but are not limited to, statements related to the completion of the Transaction and related matters. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
No investment is without risk. Crypto currencies are particularly volatile and therefore particularly risky. Companies that are developing technologies and investing in crypto mining can potentially be adversely affected by its inherent volatility. Readers are cautioned to always consult an investment advisor to determine if an opportunity is right for you.
The Canadian Securities Exchange has neither approved nor disapproved the information contained herein and does not accept responsibility for the adequacy or accuracy of this news release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/263336
SOURCE: Hyper Bit Technologies Ltd.
