Integrated Ventures Reports Reduction In Total Liabilities And Significant Improvements In Its Balance Sheet
PHILADELPHIA, May 24, 2019 / PRNewswire/ - Integrated Ventures Inc, (OTCQB: INTV) (“Company”) is pleased to provide this financial update in regards to the latest financial transactions that occurred during past 60 days.
As result of these transactions, the Company had reduced Total Current Liabilities from $1,314,338 to $428,315 and increased Total Stockholders’ Equity from $105,742 to $991,765.
About Asset Purchase Transactions:
(1) DigiMine, LLC:
In April 2018, Integrated Ventures, Inc. (the “Company”) acquired the digital currency mining operations of DigiMine, LLC (“DigiMine”) through two Asset Purchase Agreements (the “DigiMine Acquisition”) in a transaction recorded as a business combination.
On April 16, 2018 and April 30, 2018, the Company entered into two Asset Purchase Agreements with DigiMine for the purchase of DigiMine’s digital currency mining assets, located in Marlboro, New Jersey, the principal assets consisting of a total of 247 cryptocurrency mining machines and cash totaling $375,000, in exchange for a total of $36,666 shares of the Company’s Series B preferred stock.
Each share of the Series B preferred stock is convertible into 100 shares of the Company’s common stock.
The Company also entered into a separate Security and Pledge Agreements, securing its obligations to DigiMine under the Asset Purchase Agreements.
Pursuant to the April 16, 2018 Asset Purchase Agreement, DigiMine had the right (the “Put-Back Right”), at any time commencing April 1, 2019, to require that the Company redeem for cash any of Seller’s then-outstanding Shares at a redemption price equal to 72% of the Shares. The Conversion Amount on execution is equal to $1,200,000 (the “Put-Back Price”) of such Shares; provided, that the Put Back Right expires with respect to any of the Shares at such time as the Shares are registered for resale.
Pursuant to the April 30, 2018 Asset Purchase Agreement, DigiMine has the right (the “Put-Back Right”), at any time commencing May 1, 2019, to require that the Company redeem for cash any of Seller’s then-outstanding Shares at a redemption price equal to 72% of the Shares. The Conversion Amount on execution is equal to $1,440,000 (the “Put-Back Price”) of such Shares; provided, that the Put Back Right expires with respect to any of the Shares at such time as the Shares are registered for resale.
The Company identified the Put-Back Rights associated with the two Asset Purchase Agreements as derivatives, which liability totaled $886,023, as of March 31, 2019, based on the report of an independent valuation firm.
From April 5, 2019 through May 14, 2019, DigiMine converted 16,666 shares of Series B preferred stock, it received on the April 16, 2018 under Asset Purchase Agreement, into 1,666,600 shares of the Company’s common stock.
On May 21, 2019, the Company and DigiMine entered into an Exchange Agreement pursuant to which DigiMine agreed to surrender 20,000 (2,000,000 common shares) Series B preferred shares and all rights under Security and Pledge Agreement, dated April 30, 2018, in exchange for 10,000,000 shares of the Company’s common stock.
With the sale of the 16,666 shares (1,666,600 common shares) of Series B preferred stock by DigiMine in April and May of 2019 and with the completion of the Exchange Agreement, the Put-Back Rights with the combined Put-Back Price of $2,440.000, have been eliminated.
In summary, (1) the estimated derivative liability for the Put-Back Rights has been eliminated from the Financial Statements of the Company and (2) on an unaudited, pro-forma basis as of March 31, 2019, eliminating the derivative liability for the Put-Back Rights has reduced the Company’s total current liabilities and total liabilities from $1,314,338 to $428,315 and increased total stockholders’ equity from $105,742 to $991,765.
(2) Secure Hosting, LLC:
On August 2, 2018, the Company entered into an Asset Purchase Agreement with Secure Hosting LLC (“Secure Hosting”) for the purchase of 182 Ethereum mining machines. As consideration for the purchase of the machines, the Company issued 38,018 shares of its Series B convertible preferred stock. Because a portion of the machines were defective, 3,000 shares of the Series B preferred stock were subsequently returned to the Company and cancelled.
During March of 2019, shareholders of Secure Hosting had converted 35,018 shares of Series B preferred stock into 3,501,800 shares of the Company’s common stock.
As of May 14, 2019, two shareholders of Secure Hosting have sold in total 1,712,507 shares of the Company's common stock, in open market transactions.
The balance of shares remaining is 1,789,293 and these shares have not been deposited for sale.
About Convertible Debt Transactions:
On September 17, 2018, the Company entered into a convertible promissory note with Geneva Roth Remark Holdings, Inc., in the principal amount of $128,000. As of May 23, 2019, this note has been retired.
On September 26, 2018, the Company entered into a convertible promissory note with BHP Capital NY, Inc., in the principal amount of $52,000. As of May 23, 2019, the outstanding principal balance has been reduced to $22,350.00.
On September 26, 2018, the Company entered into a convertible promissory note with Armada Investment Fund, LLC, in the principal amount of $52,000. As of May 23, 2019, the outstanding principal balance has been reduced to $18,200.00.
Steve Rubakh, CEO of Integrated Ventures, comments: “Today's release is designed to update shareholders with all recent changes in Company's share structure. We believe that the recent Balance Sheet improvements will greatly upgrade Company's ability to expand operations and that current and potential investors will be very pleased with current business model going forward”.
About Integrated Ventures Inc: The Company operates as Technology Holdings Company with focus on cryptocurrency sector. For more information, please visit company's website at www.integratedventuresinc.com.
Safe Harbor Statement:
The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may," "will," "should," "plans," "explores," "expects," "anticipates," "continue," "estimate," "project," "intend," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, and various other factors beyond the company's control.