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LEETA GOLD CORP.

FILING STATEMENT FOR A CHANGE OF BUSINESS


IN RESPECT OF A TRANSACTION WITH
GENESIS MINING LTD.

Dated as of September 13, 2017

All information contained in this Filing Statement with respect to Genesis Mining Ltd. was supplied
by Genesis Mining Ltd. for inclusion herein.

Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed
upon the merits of the Change of Business described in this filing statement.
TABLE OF CONTENTS
FORWARD-LOOKING INFORMATION ................................................................................. i
GLOSSARY OF TERMS ............................................................................................................ iii
EXCHANGE RATE INFORMATION..................................................................................... vii
SUMMARY OF FILING STATEMENT ................................................................................... 1
RISK FACTORS ........................................................................................................................... 9
PART I - INFORMATION CONCERNING THE COMPANY ............................................ 16
PART II - INFORMATION CONCERNING THE RESULTING ISSUER ........................ 29
PART III - GENERAL MATTERS .......................................................................................... 52
CERTIFICATE OF LEETA GOLD CORP........................................................................... C-1
CERTIFICATE OF SPONSOR .............................................................................................. C-2
ACKNOWLEDGEMENT OF PERSONAL INFORMATION..... ACKNOWLEDGEMENT

Appendix A
- Unaudited Financial Statements of Leeta Gold Corp. for the three month period ended June 30, 2017
............................................................................................................................................................ A-1
Appendix B
- Audited Financial Statements of Leeta Gold Corp. for the years ended March 31, 2017 and 2016 ...... B-1
Appendix C
- Audited Financial Statements of Leeta Gold Corp. for the years ended March 31, 2015 and 2014 ..... C-1
Appendix D
- MD&A of Leeta Gold Corp. for the three month period ended June 30, 2017 and the fiscal year
ended March 31, 2017........................................................................................................................ D-1
Appendix E
- Unaudited Pro Forma Statement of Financial Position of the Resulting Issuer
as at June 30, 2017 ............................................................................................................................. E-1
FORWARD-LOOKING INFORMATION

This Filing Statement contains forward-looking information. Often, but not always, forward-looking
information can be identified by the use of words such as plans, expects, does not expect, is
expected, estimates, intends, anticipates, does not anticipate, or believes, or variations of such
words and phrases or states that certain actions, events or results may, could, would, might or
will be taken to occur or be achieved.

Forward-looking information involves known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of the Company or the Resulting Issuer to be
materially different from any future results, performance or achievements expressed or implied by the
forward-looking information. Although the Company has attempted to identify important factors that
could cause actual actions, events or results to differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events or results not to be as anticipated,
estimated or intended. There can be no assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ materially from those anticipated in such
statements.

Known and unknown factors could cause actual results or events to differ materially from those projected
in the forward-looking statements. Such factors include, but are not limited to, completion of the
Transactions and Exchange approval; fluctuations in the currency markets; changes in interest rates;
disruption to the credit markets and delays in obtaining financing; inflationary pressures; changes in
national and local government legislation, taxation, controls, regulations and political or economic
developments in Iceland and Canada, or other countries in which the Resulting Issuer may, upon
completion of the Transactions carry on business; business opportunities that may be presented to, or
pursued by the Resulting Issuer upon completion of the Transactions; operating or technical difficulties in
connection with business activities; the possibility of cost overruns or unanticipated expenses; employee
relations; the risks of obtaining and renewing necessary licenses and permits; and the occurrence of
natural disasters, hostilities, acts of war or terrorism; the Resulting Issuer will require additional funds in
order to acquire Additional Data Centres, as well as for general working capital and will be reliant on the
sale of equity or liquidation of mined output (coins) for such funds; there can be no assurance the
Resulting Issuer will be able to obtain such funds and as a result, the Resulting Issuer may not be able to
advance its business plan or make further acquisitions or continue operations; there is no assurance the
Resulting Issuer will be able to obtain insurance for its operations; the Resulting Issuers directors and
officers serve on the boards and as officers of other companies whose interests may conflict with the
Resulting Issuer; there may not be an active or liquid market for the Resulting Issuer Shares after
completion of the Transactions; the Resulting Issuer may never pay any dividends; the Resulting Issuers
cryptocurrency inventory may lose or may be severely reduced in value as a result of flaws in the
cryptocurrency code or malicious actors; regulatory changes or actions may alter or prohibit investment in
the Resulting Issuers cryptocurrency business and may result in a restriction in the use of
cryptocurrencies; the current value of cryptocurrencies and the value of the Resulting Issuers future
holdings of cryptocurrencies may be overvalued and volatile as a result of momentum pricing; there may
be fraud or security failures of the cryptocurrency exchanges on which the Resulting Issuers
cryptocurrencies are exchanged resulting in closures of the cryptocurrency exchanges or complete losses
of the Resulting Issuers cryptocurrency balance; banks may refuse to provide cryptocurrency-related
services resulting in a decrease in the usefulness of cryptocurrency and reduction in the value of the
Resulting Issuers cryptocurrency inventory; the algorithm for cryptocurrencies may change resulting in
the Resulting Issuer losing its competitive advantage; the Resulting Issuers operations, investment
strategies and profitability may be adversely affected by competition from other cryptocurrencies or
financial vehicles; the Resulting Issuer may be subject to incorrect or fraudulent transactions resulting in
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its coins being lost or irretrievable; the number of coins awarded for solving a block in the blockchain
may be decreased resulting in the value of a cryptocurrency mined by or held in the inventory of the
Resulting Issuer to decrease and may be decreased to a level where there is not an adequate incentive for
the Resulting Issuer to continue mining; the sale of coins by other vehicles investing in coins or tracking
cryptocurrency markets may negatively affect cryptocurrency prices and reduce the value of the Resulting
Issuers inventory; Genesis may fail to properly manage the HIVE Facility; and the introduction of new
services and technologies may make the Resulting Issuers hardware and equipment at the HIVE Facility
obsolete and it may be cost-prohibitive to upgrade the Resulting Issuers hardware and equipment at the
HIVE Facility to remain competitive. The factors identified above are not intended to represent a
complete list of the factors that could affect the Company or the Resulting Issuer. Additional factors are
noted under the heading Risk Factors.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the
forward-looking information prove incorrect, actual results, performance or achievement may vary
materially from those expressed or implied by the forward-looking information contained in this Filing
Statement. These factors should be carefully considered and readers are cautioned not to place undue
reliance on forward-looking information, which speaks only as of the date of this Filing Statement. All
subsequent forward-looking information attributable to the Company or the Resulting Issuer herein is
expressly qualified in its entirety by the cautionary statements contained in or referred to herein. The
Company and the Resulting Issuer do not undertake any obligation to release publicly any revisions to
this forward-looking information to reflect events or circumstances that occur after the date of this Filing
Statement or to reflect the occurrence of unanticipated events, except as may be required under applicable
securities laws.
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GLOSSARY OF TERMS
The following is a glossary of certain definitions used in this Filing Statement. Terms and abbreviations
used in the appendices to this Filing Statement are defined separately and the terms and abbreviations
defined below are not used therein, except where otherwise indicated. Words importing the singular,
where the context requires, include the plural and vice versa and words importing any gender include all
genders.

Additional Data Centre means additional hardware used for the purposes of running diverse
cryptographic functions in connection with the mining of cryptocurrency, and the rights to host such
hardware;

Additional Data Centre Purchase Price means a purchase price, per Additional Data Centre, equal to
the higher of: (a) two point one (2.1) times trailing 12 months of cash flow of such Additional Data
Centre, and (b) the purchase price customary, as agreed by both parties, for an Additional Data Centre in
such location with such equipment;

Affiliate, a company is an Affiliate of another company if (a) one of them is the subsidiary of the
other, or (b) each of them is controlled by the same Person. A company is controlled by a Person if (a)
voting securities of the company are held, other than by way of security only, by or for the benefit of that
Person, and (b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the
company. A Person beneficially owns securities that are beneficially owned by (a) a company controlled
by that Person, or (b) an Affiliate of that Person or an Affiliate of any company controlled by that Person;

Ancillary Agreements means, collectively, the Master Data Centre Equipment Purchase Agreement,
the Iceland Data Centre Equipment Purchase Order #1, the Master Services Agreement, the Iceland Data
Centre Service Order #1 and the Investor Rights Agreement, and all other agreements, certificates and
instruments delivered or given pursuant to the Transaction Agreement;

Associate when used to indicate a relationship with a Person, means: (a) an issuer of which the Person
beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of
the voting rights attached to all outstanding voting securities of the issuer, (b) any partner of the Person,
(c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which the
Person serves as trustee or in a similar capacity, and (d) in the case of a Person who is an individual, (i)
that Persons spouse or child, or (ii) any relative of that Person or of his spouse who has the same
residence as that Person; but where the Exchange determines that two Persons shall, or shall not, be
deemed to be associates with respect to a Member firm, Member corporation or holding company of a
Member corporation, then such determination shall be determinative of their relationships in the
application of Rule D.1.00 of the Exchange with respect to that Member firm, Member corporation or
holding company;

BCBCA means the Business Corporations Act (British Columbia), including the regulations made
thereunder, in each case as now in effect and as may be amended or replaced from time to time prior to
the Closing;

Blockchain means the public transaction ledger which records the financial transactions in
cryptocurrency in chronological order;

Board of Directors means the board of directors of the Company or the Resulting Issuer as applicable;

BTC means Bitcoin cryptocurrency;


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Change of Business means, collectively, the Transactions which will result in a Change of Business,
as such term is defined in the policies of the Exchange;

Closing means the closing of the Transactions;

Company means Leeta Gold Corp., a company incorporated under the laws of the Province of British
Columbia to be renamed HIVE Blockchain Technologies Ltd.;

Company AGM means the annual general and special meeting of the Companys shareholders held on
August 23, 2017;

Company Stock Option Plan means the 10% rolling stock option plan of the Company adopted by
Board of Directors on July 20, 2017 and approved by the shareholders of the Company at the Company
AGM;

Computershare means Computershare Investor Services Inc.

Control Person means any Person that holds or is one of a combination of Persons that holds a
sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer,
or that holds more than 20% of the outstanding voting securities of an issuer except where there is
evidence showing that the holder of those securities does not materially affect the control of the issuer;

Equity Financing means the private placement of 55,000,000 Subscription Receipts, each issued at the
Subscription Price, for aggregate gross proceeds to the Company in the amount of $16,500,000;

Equity Financing Escrow Agent means Farris, Vaughan, Wills & Murphy LLP;

Escrow Deadline means September 30, 2017, or such later date as the Company and the subscribers to
the Equity Financing may agree;

Escrow Release Conditions has the meaning ascribed under Part I Information Concerning the
Company General Development of Business Equity Financing of this Filing Statement;

ETH means Ether cryptocurrency;

Exchange or TSXV means the TSX Venture Exchange;

Filing Statement means this filing statement, together with all appendices attached hereto and
including the summary hereof;

Final Exchange Bulletin means the bulletin which is issued by the Exchange following the Closing
and the submission of all documentation required by the Exchange in connection therewith, that
evidences the final Exchange acceptance of the Transactions and any related transactions;

Future Acquisition Framework has the meaning ascribed thereto under Part II Information
Concerning the Resulting Issuer of this Filing Statement;

Genesis means Genesis Mining Ltd., a company incorporated under the laws of the Hong Kong, with
its principal place of business located at Chinachem Century Tower, 31/F, 178 Gloucester Road,
Wanchai, Hong Kong;
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Genesis Business means the business of Genesis as it existed on the date of the Transaction
Agreement, being the supply, installation, operation and maintenance of data centres used for the
purposes of running diverse cryptographic functions in connection with the mining of cryptocurrency;

Genesis Iceland means Genesis Mining Iceland ehf, a wholly owned subsidiary of Genesis and a
company incorporation under the laws of Iceland, with its principal place of business located at
Borgartuni 27, 105 Reykjavik, Iceland;

Genesis Share Issuance means the issuance of the Transaction Shares to Genesis;

IFRS means the International Financial Reporting Standards;

HIVE Facility means the cryptocurrency data centre located in Reykjanes, Iceland;

Iceland Data Centre Equipment means the mining rigs to be acquired pursuant to Iceland Data
Centre Equipment Purchase Order #1;

Iceland Data Centre Equipment Acquisition means the acquisition of the Iceland Data Centre
Equipment at the HIVE Facility pursuant to the Master Data Centre Equipment Purchase Agreement and
the Iceland Data Centre Equipment Purchase Order #1;

Iceland Data Centre Equipment Purchase Order #1 means the equipment purchase order #1 issued
under the Master Data Centre Equipment Purchase Agreement in connection with the purchase of the
Iceland Data Centre Equipment;

Iceland Data Centre Service Order #1 means service order #1 issued under the Master Service
Agreement in relation to the HIVE Facility;

Insider if used in relation to an issuer, means: (a) a director or senior officer of the issuer; (b) a director
or senior officer of a company that is an Insider or subsidiary of the issuer; (c) a Person that beneficially
owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights
attached to all outstanding voting shares of the issuer; or (d) the issuer itself if it holds any of its own
securities;

Investor Rights Agreement means the investor rights agreement between the Company and Genesis,
the form of which is available as an appendix to the Transaction Agreement at www.sedar.com under the
Companys profile;

Letter of Intent means the letter of intent between the Company and Genesis dated June 8, 2017 with
respect to the proposed Transactions, as amended from time to time;

Master Data Centre Equipment Purchase Agreement means the Master Data Centre Equipment
Purchase Agreement, the form of which is available as an appendix to the Transaction Agreement at
www.sedar.com under the Companys profile;

Master Services Agreement means the Master Services Agreement, the form of which is available as
an appendix to the Transaction Agreement at www.sedar.com under the Companys profile;

MD&A means managements discussion and analysis;

NEX means the NEX trading board of the TSX Venture Exchange;
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Non-Arms Length Party means: (a) in relation to a company, (i) a Promoter, officer, director, other
Insider or Control Person of that company and any Associates or Affiliates of any such Persons; or (ii)
another entity or an Affiliate of that entity, if that entity or its Affiliate have the same Promoter, officer,
director, Insider or Control Person as the company; and (b) in relation to an individual, any Associate of
the individual or any company of which the individual is a Promoter, officer, Insider or Control Person;

Person includes any individual, firm, partnership, joint venture, venture capital fund, limited liability
company, unlimited liability company, association, trust, trustee, executor, administrator, legal personal
representative, estate, group, body corporate, corporation, unincorporated association or organization,
governmental entity, syndicate or other entity, whether or not having legal status;

Promoter has the meaning ascribed to it in the Securities Act (British Columbia);

Resulting Issuer means the Company after giving effect to the Transactions / Change of Business;

Resulting Issuer Escrow Agreement means the agreement to be entered into among the Resulting
Issuer, Computershare and certain shareholders of the Resulting Issuer pursuant to which the Resulting
Issuer Escrow Shares owned by such shareholders will be held in escrow in accordance with the
requirements of the Exchange;

Resulting Issuer Escrow Shares means the Resulting Issuer Shares to be held in escrow pursuant to
the Resulting Issuer Escrow Agreement;

Resulting Issuer Options means options to purchase Resulting Issuer Shares granted under the
Company Stock Option Plan;

Resulting Issuer Shares means the common shares in the capital of the Resulting Issuer, as constituted
after giving effect to the Change of Business;

Sponsor means PI Financial Corp.;

Sponsorship Agreement means the sponsorship agreement dated June 22, 2017 between the Company
and the Sponsor;

Subscription Price means $0.30 per Subscription Receipt;

Subscription Receipts means the subscription receipts issued by the Company pursuant to the Equity
Financing and the Subscription Agreements, with each such subscription receipt convertible, for no
additional consideration, into a Resulting Issuer Share following the satisfaction of the Escrow Release
Conditions;

Transaction Agreement means the transaction agreement between the Company and Genesis dated
September 13, 2017 and filed at www.sedar.com under the Companys profile;

Transaction Finder Shares means 3,398,771 Resulting Issuer Shares issuable to Mr. Olivier Roussy
Newton;

Transaction Shares means 67,975,428 Resulting Issuer Shares issuable to Genesis as partial
consideration for the Transactions; and
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Transactions means, collectively, the transactions contemplated by the Transaction Agreement,


including the Iceland Data Centre Equipment Acquisition, the Equity Financing and the execution and
delivery of the Master Data Centre Equipment Purchase Agreement, the Master Services Agreement,
Iceland Data Centre Service Order #1 and the Investor Rights Agreement.

Words importing the singular number only include the plural and vice versa, and words importing any
gender include all genders.

All dollar amounts in this Filing Statement are expressed in Canadian dollars unless otherwise indicated.

EXCHANGE RATE INFORMATION

In this Filing Statement, all references to $ or CDN$ refer to Canadian dollars, all references to
US$ refer to U.S. dollars and all references to refer to Euros.

The indicative exchange rate on August 24, 2017 as reported by the Bank of Canada for the conversion of
U.S. dollars into Canadian dollars was CDN$1.2529 equals US$1.00. The indicative exchange rate on
August 24, 2017 as reported by the Bank of Canada for the conversion of Euros into Canadian dollars was
CDN$1.4789 equals 1.00.
SUMMARY OF FILING STATEMENT

The following is a summary of information relating to the Company, the Change of Business and the
Resulting Issuer (assuming completion of the Change of Business) and should be read together with the
more detailed information and financial data and statements contained elsewhere in this Filing
Statement. Reference is made to the Glossary of Terms for the definitions of certain abbreviations and
terms used in this Filing Statement and in this summary.

This Filing Statement is being prepared in accordance with Exchange Form 3D2 in connection with the
Change of Business.

Parties to the Transactions

The Company

Until recently, the Companys principal business was the exploration and development of mineral
properties. The Company was incorporated in the province of British Columbia on June 24, 1987. The
Company changed its name from Carmelita Petroleum Limited to Carmelita Resources Limited on
September 26, 1996, to Pierre Enterprises Ltd. on July 4, 2000, and to Leeta Gold Corp. on February 1,
2011. The Companys head office is located at Suite 3123, 595 Burrard Street, Vancouver, BC, V7X 1J1,
and the Companys registered office is located at Suite 2500, 700 West Georgia Street, Vancouver, BC,
V7Y 1B3.

The Company is listed on the NEX, under the symbol LTA.H. On June 5, 2017, the Companys
common shares were halted from trading on the NEX in anticipation of the announcement via news
release of the Letter of Intent on June 14, 2017. The last closing price of the Companys common shares
on the NEX prior to the trading halt was $0.29. Subject to the approval of the Exchange, and the
Resulting Issuer meeting all of the conditions set forth in the approval of the Exchange, it is anticipated
that the common shares of the Resulting Issuer will resume trading on the Exchange under the symbol
HIVE following Closing.

In connection with the Change of Business, the Company executed the Letter of Intent with Genesis on
June 8, 2017.

See Part I Information Concerning the Company for more detail.

Genesis

Genesis is a private corporation founded in 2013. Genesis operates as a cryptocurrency cloud mining
service that allows users to purchase hashpower without having to deal with hardware and software setup.
Genesis offers hosted cryptocurrency mining services and a variety of mining-related solutions to small
and large scale investors. See Part II Information Concerning the Resulting Issuer About Genesis
for more detail.

Summary of the Change of Business Transactions

The Company is undertaking the Change of Business by acquiring the Iceland Data Centre Equipment at
the HIVE Facility from Genesis in order for the Company to commence cryptocurrency mining
operations, further to which the Company will engage Genesis to provide services related to facility,
hosting, maintaining and related ongoing services at the HIVE Facility under the Master Services
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Agreement. See Part II Information Concerning the Resulting Issuer Summary of the Change of
Business Transactions below for further detail.

The acquisition of the HIVE Facility is the Companys first step towards its goal of building a blockchain
company through the development and ownership of cryptocurrency infrastructure and other related
blockchain businesses.

Following completion of the Transactions, the Company intends on mining cryptocurrencies at the HIVE
Facility, with proceeds from mining operations deposited into a designated digital wallet of the Company,
which is a secure digital wallet used to store, send and receive digital currencies. The Company may
liquidate for time to time a portion of mined coins in a ratio derived from future forecasted expenses
while holding the remainder as inventory to benefit from price appreciation/volatility. See Part II
Information Concerning the Resulting Issuer Stated Business Objectives below for further detail.

Also following Closing, the Company and Genesis will implement the Future Acquisition Framework,
and specifically target the acquisition of Additional Data Centres in Iceland and Sweden, which will entail
additional equity financings by the Company in connection with such acquisitions. See Part II
Information Concerning the Resulting Issuer Summary of Change of Business Transactions below for
further detail.

Genesis will be paid an aggregate sum of US$9 million and will be issued the Transaction Shares as
consideration for the Transactions. Genesis will also earn a monthly fee pursuant to the Master Services
Agreement. See Part II Information Concerning the Resulting Issuer Summary of Change of
Business Transactions and Part II Information Concerning the Resulting Issuer Master Services
Agreement below for further detail.

Equity Financing

In connection with the Change of Business and in order to fund the Transactions, the Company completed
the Equity Financing in two tranches on August 9, 2017 and on September 7, 2017. The Equity Financing
is a non-brokered private placement of Subscription Receipts at a price of $0.30 per Subscription Receipt.
A total of 55,000,000 Subscription Receipts were issued pursuant to the Equity Financing for aggregate
gross proceeds of $16,500,000, which proceeds have been deposited with the Equity Financing Escrow
Agent. Each Subscription Receipt will be automatically exchanged for one common share of the
Company, and the proceeds of the Equity Financing will be released to the Company upon satisfaction of
the Escrow Release Conditions. See Part I Information Concerning the Company Equity Financing
for more detail.

On Closing, the Company will pay finders fees of $414,590 in connection with the Equity Financing.

See Part II Information Concerning the Resulting Issuer Available Funds and Principal Purposes.

Transaction Agreement

On September 13, 2017, the Company and Genesis entered into the Transaction Agreement for the
purpose of effecting the Transactions, pursuant to which the Company will:

execute and deliver the Master Data Centre Equipment Purchase Agreement, and pursuant to
Iceland Data Centre Equipment Purchase Order #1 under the Master Data Centre Equipment
Purchase Agreement, acquire the Iceland Data Centre Equipment at the HIVE Facility;
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execute and deliver the Master Services Agreement, and pursuant to the Iceland Data Centre
Service Order #1 under the Master Services Agreement, engage Genesis to provide facility,
hosting, maintenance and related services at the HIVE Facility;

enter into the Investor Rights Agreement with Genesis; and

agree upon the Future Acquisition Framework.

Upon Closing, Genesis will be paid US$9 million and issued the Transaction Shares as consideration for
the Transactions, and the funds held in escrow from the Equity Financing will be released to the Company
upon satisfaction of the Escrow Release Conditions and each Subscription Receipt will be automatically
converted (for no further consideration and with no further action on the part of the holder thereof) into
one fully paid and non-assessable Resulting Issuer Share.

The completion of the Transactions is subject to a number of conditions including the receipt of the
approval of the Exchange and other conditions typical for a transaction of this nature.

See Part II Information Concerning the Resulting Issuer Transaction Agreement for further detail.

Master Data Centre Equipment Purchase Agreement

On September 13, 2017, the Company and Genesis Iceland entered into the Master Data Centre
Equipment Purchase Agreement, which sets out the standard terms and conditions pursuant to which the
Company or a Company subsidiary may purchase, and Genesis Iceland will supply, hardware and
peripheral equipment (Equipment) for Company-owned or Company subsidiary-owned data centres.
Equipment is ordered through the issuance of a purchase order, which must be agreed by both parties.
Delivery of the Equipment is deemed to occur upon acceptance or deemed acceptance by Company or its
subsidiary of the installed Equipment. Standard Equipment warranties are provided.

See Part II Information Concerning the Resulting Issuer Master Data Centre Equipment Purchase
Agreement for further detail.

Iceland Data Centre Equipment Purchase Order #1

Concurrently with completion of the Master Data Centre Equipment Purchase Agreement, the Company
and its subsidiaries and Genesis Iceland executed Iceland Data Centre Equipment Purchase Order #1 at a
price of US$9 million, and delivery and payment due on closing of the Transactions.

See Part II Information Concerning the Resulting Issuer Iceland Data Centre Equipment Purchase
Order #1 for further detail.

Master Services Agreement

On September 13, 2017, the Company and Genesis entered into the Master Services Agreement which
sets out the standard terms and conditions pursuant to which the Company or a Company subsidiary may
purchase, and Genesis or a Genesis subcontractor will provide such services as are necessary for the
design, selection, installation, configuration, management, operation, security, maintenance and support
of Company-owned or Company subsidiary-owned data centres. Services are ordered through the
issuance of agreed service orders. The agreement anticipates the payment of monthly service fees for
standard services, which include: set up; internet access and network connectivity; security; regulation of
facility environment; power; cleaning; systems operation; and equipment and systems maintenance and
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support. Power is provided at Genesis cost, and adjustments (which may include credits to Company)
may be made if there is a change to Genesis cost. Additional services, including replacement of
defective hardware that is out of warranty, training, software installation, data recovery and disaster
recovery, may be provided on a time and materials basis.

See Part II Information Concerning the Resulting Issuer Master Services Agreement for further
detail.

Iceland Data Centre Service Order #1

Concurrently with completion of the Master Services Agreement, the Company, its subsidiaries and
Genesis executed the Iceland Data Centre Service Order #1 whereby Genesis will provide standard
services at the HIVE Facility in Iceland, for a minimum period of one year, and shall be automatically
renewed each year, unless either party provides notice not to renew not less than six months prior to the
expiry of the then-current term. As consideration for the services, Genesis will receive a monthly fee of
US$144,650.

See Part II Information Concerning the Resulting Issuer Iceland Data Centre Service Order #1 for
further detail.

Investor Rights Agreement

Pursuant to the Investor Rights Agreement, the Company has granted Genesis certain rights to participate
in future equity financings of the Company to allow Genesis the option to maintain its percentage
ownership of the Company. For a period of two years, Genesis will have the right to nominate two
members to the Companys Board of Directors, and following this period Genesis will maintain such
right provided that Genesis, and its Affiliates, maintain ownership of at least 15% of the issued and
outstanding Resulting Issuer Shares. In the event that Genesis, and its Affiliates, ownership of the issued
and outstanding Resulting Issuer Shares falls below 15% but remains above 10%, Genesis will have the
right to nominate one member to the Companys Board of Directors. In the event that Genesis, and its
Affiliates, ownership of the issued and outstanding Resulting Issuer Shares falls below 10%, Genesis will
have no right to nominate members to the Companys Board of Directors.

See Part II Information Concerning the Resulting Issuer Investor Rights Agreement for further
detail.

Interests of Insiders

Except as disclosed below, Insiders of the Company will be treated in the same manner as all other
Company shareholders in connection with the Transactions.

Non-Arms Length Party Transactions

The Company has not acquired any assets or any services from a director or officer, principal
securityholder or an Associate or Affiliate of any such person in the 24 months prior to the date of this
Filing Statement, other than those disclosed in the Companys financial statements attached to this Filing
Statement as Appendixes A, B and C.
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Available Funds and Principal Purposes

The Resulting Issuer is expected to have approximately CDN$3,665,000 in working capital available on
Closing. The Resulting Issuer is expected to use the funds available to it in furtherance of its stated
business objectives which are summarized in the table appearing below.

Estimated Amount

Sources of Funds:

Estimated working capital of the Company as at August 31, 2017 ($55,000)

Gross Proceeds from the Equity Financing $16,500,000

Estimated Revenues for the 12 month period following Closing NIL 1

Total Sources $16,445,000

Uses of Funds:

Estimated costs of the Transactions $1,504,000

To be paid to Genesis on Closing $11,276,0002

Estimated payments to Genesis under the Master Services Agreement for $2,175,000 3
the 12 month period following Closing

General and administrative expenses for the first 12 months $1,242,000

Unallocated working capital to fund ongoing operations $248,000

Total Uses $16,445,000

Notes:
(1) Based on computational capacity of the HIVE Facility, the historical Ether prices and observed Ether hash rates over
the period from June 2016 to June 2017, and assuming immediate sale of the Ether coins once mined, the net cash
contribution margin of the proceeds less monthly maintenance fee over this historical period would have been US$7
million.; the Company therefore believes future operations to be cash flow positive, however has presented $nil
revenues for the purposes of this table.
(2) Represents US$9,000,000 based on the indicative exchange rate on August 24, 2017 as reported by the Bank of
Canada for the conversion of U.S. dollars into Canadian dollars, being CDN$1.2529 equals US$1.00.
(3) Represents US$1,735,800 based on the indicative exchange rate on August 24, 2017 as reported by the Bank of
Canada for the conversion of U.S. dollars into Canadian dollars, being CDN$1.2529 equals US$1.00.

Based on current projections, the Resulting Issuers working capital available for funding ongoing
operations is expected to meet its expenses for a minimum period of 12 months commencing immediately
after the completion of the Transactions, assuming successful mining and sales of coins.

For additional information, see Part II - Information Concerning the Resulting Issuer Available Funds
and Principal Purposes.
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Notwithstanding the proposed uses of available funds discussed above, there may be circumstances
where, for sound business reasons, a reallocation of funds may be necessary. It is difficult, at this time, to
definitively project the total funds necessary to effect the planned activities of the Resulting Issuer. For
these reasons, management of the Resulting Issuer considers it to be in the best interests of the Resulting
Issuer and its shareholders to afford management a reasonable degree of flexibility as to how the funds
are employed among the uses identified above, or for other purposes, as the need arises. Further, the
above uses of available funds should be considered estimates. See Forward-Looking Information.

Directors and Officers of the Resulting Issuer

Following the Companys AGM and in connection with the Transactions, the Board consists of: Frank
Holmes (as non-executive Chairman), Harry Pokrandt, Olivier Roussy Newton, Bjoern Arzt and Tobias
Ebel. Management of the Company following the Companys AGM consists of Harry Pokrandt, President
and Chief Executive Officer (CEO), Jessica Van Den Akker, Chief Financial Officer (CFO) and
Kristen Reinertson as Corporate Secretary. For additional information, see Part II - Information
Concerning the Resulting Issuer Directors, Officers and Promoters.

Selected Pro Forma Financial Information

The following table contains certain financial information regarding the Resulting Issuer.

Pro Forma Statement of Financial Position:

Pro Forma Statement of Financial Position as


at June 30, 2017
Total assets $37,268,032
Total long and short term liabilities $174,516

See the Unaudited Pro Forma Statement of Financial Position of the Resulting Issuer as at June 30,
2017 included as Appendix E to this Filing Statement.

Sponsorship

Pursuant to the Sponsorship Agreement dated June 22, 2017, the Company has engaged PI Financial
Corp. of 666 Burrard Street, 19th Floor, Vancouver, BC to act as sponsor with respect to the proposed
Transactions for consideration of $75,000, and reimbursement of reasonable legal fees and disbursements,
and reasonable out-of-pocket expenses.

Conflicts of Interest

Some of the individuals acting as directors or officers of the Resulting Issuer upon the completion of the
Transactions are also directors, officers and/or Promoters of other reporting and non-reporting issuers.
Except as disclosed below, as of the date of this Filing Statement and to the knowledge of the directors
and officers of the Company, there are no existing conflicts of interest between the Resulting Issuer and
any of the individuals acting as directors or officers following the Company AGM.

At the Company AGM, Bjoern Arzt, an advisor to Genesis, and Tobias Ebel, an advisor to Genesis, were
elected directors of the Company.

Conflicts of interest will be subject to, and will be resolved in accordance with, the procedures and
remedies under the BCBCA.
7

Interest of Experts and Others

The audited financial statements of the Company for the fiscal years ended March 31, 2017, 2016 and
2015 described or included in this Filing Statement were audited by Saturna Group Chartered
Professional Accountants LLP.

Saturna Group Chartered Professional Accountants LLP, does not beneficially own, directly or indirectly,
any securities; nor does it have any interest in the property of the Company or the Resulting Issuer (on
Closing). Moreover, none of the foregoing Persons or any of their respective directors, officers or
employees is, or expects to be, elected, appointed or employed as a director, officer or employee of the
Resulting Issuer or its Associates or Affiliates.

Saturna Group Chartered Professional Accountants LLP, are the auditors of the Company and have
confirmed that they are independent with respect to the Company within the meaning of the relevant rules
and related interpretations prescribed in the relevant professional bodies in Canada and any applicable
legislation or regulation.

The Sponsor has advised that neither it nor any members of its pro group currently hold, directly or
indirectly, more than 1% of any securities of the Company or Genesis or any Associate or Affiliate of the
Company or Genesis. Moreover, none of the foregoing Persons nor any of their respective directors,
officers or employees is, or expects to be, elected, appointed or employed as a director, officer or
employee of the Resulting Issuer or its Associates or Affiliates.

Summary of Risk Factors Associated with the Change of Business

AN INVESTMENT IN SECURITIES OF THE COMPANY AND THE RESULTING ISSUER,


FOLLOWING THE COMPLETION OF THE TRANSACTIONS IS HIGHLY SPECULATIVE AND
INVOLVES A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY INVESTORS WHO
CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

Company shareholders should consider that the Company may not realize the anticipated benefits of the
Transactions. Other risk factors include risks associated with completion of the Transactions and
Exchange approval; fluctuations in the currency markets; changes in interest rates; disruption to the credit
markets and delays in obtaining financing; inflationary pressures; changes in national and local
government legislation, taxation, controls, regulations and political or economic developments in Iceland
and Canada, or other countries in which the Resulting Issuer may, upon completion of the Transactions
carry on business; business opportunities that may be presented to, or pursued by the Resulting Issuer
upon completion of the Transactions; operating or technical difficulties in connection with business
activities; the possibility of cost overruns or unanticipated expenses; employee relations; the risks of
obtaining and renewing necessary licenses and permits; and the occurrence of natural disasters, hostilities,
acts of war or terrorism; the Resulting Issuer will require additional funds in order to acquire Additional
Data Centres, as well as for general working capital and will be reliant on the sale of equity or liquidation
of mined output (coins) for such funds; there can be no assurance the Resulting Issuer will be able to
obtain such funds and as a result, the Resulting Issuer may not be able to advance its business plan or
make further acquisitions or continue operations; there is no assurance the Resulting Issuer will be able to
obtain insurance for its operations; the Resulting Issuers directors and officers serve on the boards and as
officers of other companies whose interests may conflict with the Resulting Issuer; there may not be an
active or liquid market for the Resulting Issuer Shares after completion of the Transactions; the Resulting
Issuer may never pay any dividends; the Resulting Issuers cryptocurrency inventory may lose or may be
severely reduced in value as a result of flaws in the cryptocurrency code or malicious actors; regulatory
changes or actions may alter or prohibit investment in the Resulting Issuers cryptocurrency business and
8

may result in a restriction in the use of cryptocurrencies; the current value of cryptocurrencies and the
value of the Resulting Issuers future holdings of cryptocurrencies may be overvalued and volatile as a
result of momentum pricing; there may be fraud or security failures of the cryptocurrency exchanges on
which the Resulting Issuers cryptocurrencies are exchanged resulting in closures of the cryptocurrency
exchanges or complete losses of the Resulting Issuers cryptocurrency balance; banks may refuse to
provide cryptocurrency-related services resulting in a decrease in the usefulness of cryptocurrency and
reduction in the value of the Resulting Issuers cryptocurrency inventory; the algorithm for
cryptocurrencies may change resulting in the Resulting Issuer losing its competitive advantage; the
Resulting Issuers operations, investment strategies and profitability may be adversely affected by
competition from other cryptocurrencies or financial vehicles; the Resulting Issuer may be subject to
incorrect or fraudulent transactions resulting in its coins being lost or irretrievable; the number of coins
awarded for solving a block in the blockchain may be decreased resulting in the value of a cryptocurrency
mined by or held in the inventory of the Resulting Issuer to decrease and may be decreased to a level
where there is not an adequate incentive for the Resulting Issuer to continue mining; the sale of coins by
other vehicles investing in coins or tracking cryptocurrency markets may negatively affect cryptocurrency
prices and reduce the value of the Resulting Issuers inventory; Genesis may fail to properly manage the
HIVE Facility; and the introduction of new services and technologies may make the Resulting Issuers
hardware and equipment at the HIVE Facility obsolete and it may be cost-prohibitive to upgrade the
Resulting Issuers hardware and equipment at the HIVE Facility to remain competitive. This Filing
Statement contains forward looking statements which reflect the current expectations of management of
the Resulting Issuer regarding the Resulting Issuers future growth, results of operations, performance and
business prospects and opportunities.

For a comprehensive discussion of the risk factors relating to the Resulting Issuer, see Risk Factors.

Conditional Approval of Exchange

The Exchange has conditionally accepted the Transactions subject to the Company fulfilling all of the
requirements of the Exchange.
9

RISK FACTORS

In addition to the other information contained in this Filing Statement, investors should give careful
consideration to the following, factors, which are qualified in their entirety by reference to, and must be
read in conjunction with, the detailed information appearing elsewhere in this Filing Statement. If any of
the following events described as risks or uncertainties actually occurs, the business, prospects, financial
condition and operating results of the Company and the Resulting Issuer would likely suffer, possibly
materially. In that event, the market price of the Resulting Issuer Shares could decline and investors
could lose all or part of their investment. Additional risks and uncertainties presently unknown, or that
are not believed to be material at this time, may also impair or have a material adverse effect on the
Company and the Resulting Issuers operations. In addition to the risks described elsewhere and the
other information contained in this Filing Statement, prospective investors should carefully consider each
of and the cumulative effect of all of the following risk factors. There is no assurance that risk
management steps taken will avoid future loss due to the occurrence of the risks described below or other
unforeseen risks.

Transaction and General Risk Factors

Completion of the Transactions and Exchange Approval

The completion of the Transactions is subject to several conditions precedent. There can be no
assurances that the Transactions will be completed on the terms set out in the Transaction Agreement, as
negotiated, or not at all. In the event that any of the conditions precedent are not satisfied or waived, the
Transactions may not be completed. In addition, there is no guarantee that the Company will be able to
satisfy the requirements of the Exchange such that it will issue the Final Exchange Bulletin.

Additional Funding Requirements

Further acquisitions of Additional Data Centres will require additional capital, the ongoing operation of
the HIVE Facility will require monthly payments under the Master Services Agreement, and the
Company will require funds to operate as a public company. There is no assurance that the Resulting
Issuer will be successful in obtaining the required financing for these or other purposes, including for
general working capital.

Conflicts of Interest

Certain of the officers and directors of the Company are also directors, officers or shareholders of other
companies. Such associations may give rise to conflicts of interest from time to time. The directors of
the Resulting Issuer will be required by law to act honestly and in good faith with a view to the best
interests of the Resulting Issuer and to disclose any interest which they may have in any project or
opportunity of the Resulting Issuer. If a conflict arises at a meeting of the Board, any director in a
conflict will disclose his interest and abstain from voting on such matter. In determining whether or not
the Resulting Issuer will participate in any project or opportunity, the director will primarily consider the
degree of risk to which the Resulting Issuer may be exposed and its financial position at that time.

Limited Market for Securities

Upon completion of the proposed Transactions, the Resulting Issuers share will be listed on the TSXV,
however, there can be no assurance that an active and liquid market for the Resulting Issuer Shares will
develop or be maintained.
10

Dividends

To date, the Company has not paid any dividends on its outstanding securities and the Resulting Issuer
does not expect to do so in the foreseeable future. Any decision to pay dividends on the Resulting Issuer
Shares will be made by the Board of Directors.

General Cryptocurrency Risks

The Companys cryptocurrency inventory may be exposed to cybersecurity threats and hacks.

As with any other computer code, flaws in the cryptocurrency codes have been exposed by certain
malicious actors. Several errors and defects have been found and corrected, including those that disabled
some functionality for users and exposed users information. Discovery of flaws in or exploitations of the
source code that allow malicious actors to take or create money have been relatively rare. A recent ETH
hacking example occurred in late July of 2017. An unknown hacker exploited a critical flaw in the Parity
multi-signature wallet on the ETH network and drained three large wallets that had a combined total of
over $31 million worth of ETH. If left undetected, the hacker could have been able to steal an additional
$150 million of ETH. Fortunately, the loss was limited to the $31 million of ETH as white-hat hackers
acted swiftly to protect the remaining accounts at risk.

Regulatory changes or actions may alter the nature of an investment in the Company or restrict the use of
cryptocurrencies in a manner that adversely affects the Companys operations.

As cryptocurrencies have grown in both popularity and market size, governments around the world have
reacted differently to cryptocurrencies with certain governments deeming them illegal while others have
allowed their use and trade. On-going and future regulatory actions may alter, perhaps to a materially
adverse extent, the ability of the Company to continue to operate.

The effect of any future regulatory change on the Company or any cryptocurrency that the Company may
mine is impossible to predict, but such change could be substantial and adverse to the Company.

Governments may in the future curtail or outlaw, the acquisition, use or redemption of cryptocurrencies.
Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to
sanction. Governments may also take regulatory action that may increase the cost and/or subject
cryptocurrency companies to additional regulation. For example, on July 25, 2017 the United States
Securities and Exchange Commission released an investigative report which indicates that the United
States Securities and Exchange Commission would, in some circumstances, consider the offer and sale of
blockchain tokens pursuant to an initial coin offering subject to U.S. securities laws.

Governments may in the future take regulatory actions that prohibit or severely restrict the right to
acquire, own, hold, sell, use or trade cryptocurrencies or to exchange cryptocurrencies for fiat currency.
By extension, similar actions by other governments, may result in the restriction of the acquisition,
ownership, holding, selling, use or trading in the Resulting Issuer Shares. Such a restriction could result in
the Company liquidating its Ether inventory at unfavorable prices and may adversely affect the
Companys shareholders.

The value of cryptocurrencies may be subject to momentum pricing risk.

Momentum pricing typically is associated with growth stocks and other assets whose valuation, as
determined by the investing public, accounts for anticipated future appreciation in value. Cryptocurrency
market prices are determined primarily using data from various exchanges, over-the-counter markets, and
11

derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation
regarding future appreciation in the value of cryptocurrencies, inflating and making their market prices
more volatile. As a result, they may be more likely to fluctuate in value due to changing investor
confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the
value of the Companys Ether inventory and thereby affect the Companys shareholders.

Cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely
unregulated and may therefore be more exposed to fraud and failure

To the extent that cryptocurrency exchanges or other trading venues are involved in fraud or experience
security failures or other operational issues, this could result in a reduction in cryptocurrency prices.

Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other
trading venues, which are new and, in most cases, largely unregulated as compared to established,
regulated exchanges for securities, derivatives and other currencies. For example, during the past three
years, a number of BTC Exchanges have been closed due to fraud, business failure or security breaches.
In many of these instances, the customers of the closed BTC Exchanges were not compensated or made
whole for the partial or complete losses of their account balances in such BTC Exchanges. While smaller
exchanges are less likely to have the infrastructure and capitalization that provide larger exchanges with
additional stability, larger exchanges may be more likely to be appealing targets for hackers and
malware (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive
information or gain access to private computer systems) and may be more likely to be targets of
regulatory enforcement action.

Banks may not provide banking services, or may cut off banking services, to businesses that provide
cryptocurrency-related services or that accept cryptocurrencies as payment.

A number of companies that provide BTC and/or other cryptocurrency-related services have been unable
to find banks that are willing to provide them with bank accounts and banking services. Similarly, a
number of such companies have had their existing bank accounts closed by their banks. Banks may refuse
to provide bank accounts and other banking services to BTC and/or other cryptocurrency-related
companies or companies that accept cryptocurrencies for a number of reasons, such as perceived
compliance risks or costs. The difficulty that many businesses that provide BTC and/or other
cryptocurrency-related services have and may continue to have in finding banks willing to provide them
with bank accounts and other banking services may be currently decreasing the usefulness of
cryptocurrencies as a payment system and harming public perception of cryptocurrencies or could
decrease its usefulness and harm its public perception in the future. Similarly, the usefulness of
cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if
banks were to close the accounts of many or of a few key businesses providing BTC and/or other
cryptocurrency-related services. This could decrease the market prices of cryptocurrencies and adversely
affect the value of the Companys Ether inventory.

The impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain.

Crises may motivate large-scale purchases of cryptocurrencies which could increase the price of
cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven
purchasing behavior wanes, adversely affecting the value of the Companys Ether inventory.

The possibility of large-scale purchases of cryptocurrencies in times of crisis may have a short-term
positive impact on the prices of. For example, in March 2013, a report of uncertainty in the economy of
the Republic of Cyprus and the imposition of capital controls by Cypriot banks motivated individuals in
12

Cyprus and other countries with similar economic situations to purchase BTCs. This resulted in a
significant short-term positive impact on the price of BTCs. However, as the purchasing activity of
individuals in this situation waned, speculative investors engaged in significant sales of BTCs, which
significantly decreased the price of BTCs. Crises of this nature in the future may erode investors
confidence in the stability of cryptocurrencies and may impair their price performance which would, in
turn, adversely affect the Companys investments.

As an alternative to fiat currencies that are backed by central governments, cryptocurrencies such as
Ether, which are relatively new, are subject to supply and demand forces based upon the desirability of an
alternative, decentralised means of buying and selling goods and services, and it is unclear how such
supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises
may motivate large-scale acquisitions or sales of BTCs either globally or locally. Large-scale sales of
cryptocurrencies would result in a reduction in their market prices and adversely affect the Companys
operations and profitability.

The further development and acceptance of the cryptographic and algorithmic protocols governing the
issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to
evaluate.

The use of cryptocurrencies to, among other things, buy and sell goods and services and complete other
transactions, is part of a new and rapidly evolving industry that employs digital assets based upon a
computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general,
and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing or
stopping of the development or acceptance of developing protocols may adversely affect the Companys
operations. The factors affecting the further development of the industry, include, but are not limited to:

Continued worldwide growth in the adoption and use of cryptocurrencies;

Governmental and quasi-governmental regulation of cryptocurrencies and their use, or


restrictions on or regulation of access to and operation of the network or similar cryptocurrency
systems;

Changes in consumer demographics and public tastes and preferences;

The maintenance and development of the open-source software protocol of the network;

The availability and popularity of other forms or methods of buying and selling goods and
services, including new means of using fiat currencies;

General economic conditions and the regulatory environment relating to digital assets; and

Negative consumer sentiment and perception of BTCs specifically and cryptocurrencies


generally.

Acceptance and/or widespread use of cryptocurrency is uncertain

Currently, there is relatively small use of BTCs and/or other cryptocurrencies in the retail and commercial
marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that
could adversely affect the Companys operations, investment strategies, and profitability.
13

As relatively new products and technologies, BTC, the Bitcoin Network, and its other cryptocurrency
counterparts have not been widely adopted as a means of payment for goods and services by major retail
and commercial outlets. Conversely, a significant portion of cryptocurrency demand is generated by
speculators and investors seeking to profit from the short-term or long-term holding of cryptocurrencies.
The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the
ability of end-users to use them to pay for goods and services. A lack of expansion by cryptocurrencies
into retail and commercial markets, or a contraction of such use, may result in increased volatility or a
reduction in their market prices, either of which could adversely impact the Companys operations,
investment strategies, and profitability.

Possibility of the Ether algorithm transitioning to proof of stake validation

Proof of stake is an alternative method in validating cryptocurrency transactions. Should the Ether
algorithm shift from a proof of work validation method to a proof of stake method, mining ETH would
require less energy and may render the Company less competitive as other minders are able to mine ETH
with lower energy requirements. The HIVE Facility, which is located in a cool climate and low energy
cost environment may see its advantages decrease.

Company Cryptocurrency Risks

The Company may be required to sell its coins to pay Genesis for maintaining its HIVE Facility.

The Company may sell its coins to pay expenses covered under the Master Services Agreement and other
expenses incurred, irrespective of then-current coin prices. Consequently, the Companys coins may be
sold at a time when the price is low, resulting in a negative effect on the Companys profitability.

The Companys operations, investment strategies, and profitability may be adversely affected by
competition from other methods of investing in cryptocurrencies.

The Company competes with other users and/or companies that are mining cryptocurrencies and other
potential financial vehicles, possibly including securities backed by or linked to cryptocurrencies through
entities similar to the Company. Market and financial conditions, and other conditions beyond the
Companys control, may make it more attractive to invest in other financial vehicles, or to invest in
cryptocurrencies directly which could limit the market for the Companys shares and reduce their
liquidity.

The Companys coins may be subject to loss, theft or restriction on access.

There is a risk that some or all of the Companys coins could be lost or stolen. Access to the Companys
coins could also be restricted by cybercrime (such as a denial of service (DDoS) attack) against a
service at which the Company maintains a hosted online wallet. Any of these events may adversely affect
the operations of the Company and, consequently, its investments and profitability.

The loss or destruction of a private key required to access the Companys digital wallets may be
irreversible. The Companys loss of access to its private keys or its experience of a data loss relating to
the Companys digital wallets could adversely affect its investments.

Cryptocurrencies are controllable only by the possessor of both the unique public and private keys
relating to the local or online digital wallet in which they are held, which wallets public key or address is
reflected in the networks public Blockchain. The Company will publish the public key relating to digital
wallets in use when it verifies the receipt of Ether transfers and disseminates such information into the
14

network, but it will need to safeguard the private keys relating to such digital wallets. To the extent such
private keys are lost, destroyed or otherwise compromised, the Company will be unable to access its coins
and such private keys will not be capable of being restored by network. Any loss of private keys relating
to digital wallets used to store the Companys Ether could adversely affect its investments and
profitability.

Incorrect or fraudulent coin transactions may be irreversible

Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred coins may be
irretrievable. As a result, any incorrectly executed or fraudulent coin transactions could adversely affect
the Companys investments.

Coin transactions are not, from an administrative perspective, reversible without the consent and active
participation of the recipient of the transaction. In theory, cryptocurrency transactions may be reversible
with the control or consent of a majority of processing power on the network. Once a transaction has been
verified and recorded in a block that is added to the Blockchain, an incorrect transfer of a coin or a theft
of coin generally will not be reversible and the Company may not be capable of seeking compensation for
any such transfer or theft. Although the Companys transfers of coins will regularly be made by
experienced members of the management team, it is possible that, through computer or human error, or
through theft or criminal action, the Companys coins could be transferred in incorrect amounts or to
unauthorized third parties, or to uncontrolled accounts.

If the award of coins for solving blocks and transaction fees are not sufficiently high, miners may not
have an adequate incentive to continue mining and may cease their mining operations.

As the number of coins awarded for solving a block in the Blockchain decreases, the incentive for miners
to continue to contribute processing power to the network will transition from a set reward to transaction
fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions
in the Blockchain or a software upgrade that automatically charges fees for all transactions may decrease
demand for the relevant coins and prevent the expansion of the network to retail merchants and
commercial businesses, resulting in a reduction in the price of the relevant cryptocurrency that could
adversely impact the Companys Ether inventory and investments.

In order to incentivize miners to continue to contribute processing power to the network, the network may
either formally or informally transition from a set reward to transaction fees earned upon solving for a
block. This transition could be accomplished either by miners independently electing to record on the
blocks they solve only those transactions that include payment of a transaction fee or by the network
adopting software upgrades that require the payment of a minimum transaction fee for all transactions. If
transaction fees paid for the recording of transactions in the Blockchain become too high, the marketplace
may be reluctant to accept network as a means of payment and existing users may be motivated to switch
between cryptocurrencies or back to fiat currency. Decreased use and demand for coins may adversely
affect their value and result in a reduction in the market price of coins.

If the award of coins for solving blocks and transaction fees for recording transactions are not sufficiently
high to incentivize miners, miners may cease expending processing power to solve blocks and
confirmations of transactions on the Blockchain could be slowed temporarily. A reduction in the
processing power expended by miners could increase the likelihood of a malicious actor or botnet
obtaining control in excess of 50 percent of the processing power active on the Blockchain, potentially
permitting such actor or botnet to manipulate the Blockchain in a manner that adversely affects the
Companys mining activities.
15

If the award of coins for solving blocks and transaction fees are not sufficiently high, miners may not
have an adequate incentive to continue mining and may cease their mining operations. Miners ceasing
operations would reduce collective processing power, which would adversely affect the confirmation
process for transactions (i.e., decreasing the speed at which blocks are added to the Blockchain until the
next scheduled adjustment in difficulty for block solutions) and make the network more vulnerable to a
malicious actor or botnet obtaining control in excess of 50 percent of the processing power. Any
reduction in confidence in the confirmation process or processing power of the network may adversely
impact the Companys mining activities, inventory of coins, and future investment strategies.

The price of coins may be affected by the sale of coins by other vehicles investing in coins or tracking
cryptocurrency markets.

To the extent that other vehicles investing in coins or tracking cryptocurrency markets form and come to
represent a significant proportion of the demand for coins, large redemptions of the securities of those
vehicles and the subsequent sale of coins by such vehicles could negatively affect cryptocurrency prices
and therefore affect the value of the inventory held by the Company.

Reliance on Genesis

As the Company and its management are reliant on the expertise and experience of Genesis, the Company
may be exposed to certain risks should Genesis fail to manage the HIVE Facility in a proper manner.

Risk related to technological obsolescence and difficulty in obtaining hardware

To remain competitive, the Company will continue to invest in hardware and equipment at the HIVE
Facility required for maintaining the Companys mining activities. Should competitors introduce new
services/software embodying new technologies, the Company recognizes its hardware and equipment and
its underlying technology may become obsolete and require substantial capital to replace such equipment.

The increase in interest and demand for cryptocurrencies has led to a shortage of mining hardware as
individuals purchase equipment for mining at home. According to PC Gamer, AMDs Radeon RX 580
and Radeon RX 570 have been out of stock for months. The shortage has led to chip producers Nvidia
and AMD to consider producing graphic cards specifically designed for mining cryptocurrencies, but it is
not certain when these cards will be available for sale. Equipment in the HIVE Facility will require
replacement from time to time. Shortages of graphics processing units may lead to unnecessary downtime
as the Company searches for replacement equipment to ensure the HIVE Facility is running smoothly.

Risks related to insurance

The Resulting Issuer intends to insure its operations in accordance with technology industry practice.
However, given the novelty of cryptocurrency mining and associated businesses, such insurance may not
be available, uneconomical for the Resulting Issuer, or the nature or level may be insufficient to provide
adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance
could have a material adverse effect on the Resulting Issuer.
16

PART I - INFORMATION CONCERNING THE COMPANY

The following information is presented on a pre-Change of Business basis and prior to giving effect to the
Change of Business. See Part II - Information Concerning the Resulting Issuer for information
relating to the Resulting Issuer.

Corporate Structure

Name and Incorporation

The full name of the Company is Leeta Gold Corp. The Companys head office is located at Suite 3123,
595 Burrard Street, Vancouver, BC, V7X 1J1, and the Companys registered office is located at Suite
2500, 700 West Georgia Street, Vancouver, BC, V7Y 1B3.

The Company was incorporated in the province of British Columbia on June 24, 1987. The Company
changed its name from Carmelita Petroleum Limited to Carmelita Resources Limited on September 26,
1996, to Pierre Enterprises Ltd. on July 4, 2000, and to Leeta Gold Corp. on February 1, 2011. The
Company intends to change it name to HIVE Blockchain Technologies Ltd. on or prior to Closing.

The Company is listed on the NEX, under the symbol LTA.H. On June 5, 2017, the Companys
common shares were halted from trading on the NEX in anticipation of the announcement of the Letter of
Intent on June 14, 2017. The last closing price of the Companys common shares on the NEX prior to the
trading halt was $0.29. Subject to the approval of the Exchange, and the Resulting Issuer meeting all of
the conditions set forth in the approval of the Exchange, it is anticipated that the common shares of the
Resulting Issuer will resume trading on the Exchange under the symbol HIVE following Closing.

Intercorporate Relationships

The Company has one wholly owned subsidiary, Hive Blockchain Switzerland AG, incorporated under
the laws of Switzerland. Hive Blockchain Switzerland AG has one wholly owned subsidiary, Hive
Blockchain Iceland ehf., incorporated under the laws of Iceland.

General Development of Business

History

Until recently, the Companys principal business was the exploration and development of mineral
properties.

On June 8, 2017 the Company and Genesis entered into the Letter of Intent in connection with the Change
of Business. On August 9, 2017 and September 7, 2017 the Company closed the Equity Financing in two
tranches, and on September 13, 2017 the Company and Genesis entered into the Transaction Agreement.

The Transaction Agreement and the Change of Business Transactions are described in more detail in
Part II Information Concerning the Resulting Issuer Summary of Change of Business Transactions.

Equity Financing

In connection with the Transactions, the Company completed the Equity Financing in two tranches on
August 9, 2017 and September 7, 2017. The Equity Financing is a non-brokered private placement of
17

Subscription Receipts at a price of $0.30 per Subscription Receipt. A total of 55,000,000 Subscription
Receipts were issued pursuant to the Equity Financing for aggregate gross proceeds of $16,500,000,
which proceeds have been deposited with the Equity Financing Escrow Agent. Each Subscription Receipt
will be automatically exchanged for one common share of the Company, and the proceeds of the Equity
Financing will be released to the Company upon satisfaction of the following conditions (the Escrow
Release Conditions):

1. Any required regulatory approvals in respect of the Iceland Data Centre Equipment Acquisition
and the Genesis Share Issuance shall have been obtained;

2. All conditions to the completion of the Iceland Data Centre Equipment Acquisition and the
Genesis Share Issuance shall have been satisfied; and

3. The Company having delivered notice to the Equity Financing Escrow Agent that the conditions
above have been met or waived.

In the event that the Escrow Release Conditions are not satisfied by the Escrow Deadline, the proceeds of
the Equity Financing be returned pro rata to each holder of the Subscription Receipts and the Subscription
Receipts will automatically terminate.

On Closing, the Company will pay finders fees of $414,590 in connection with the Equity Financing.

See Part II Information Concerning the Resulting Issuer Available Funds and Principal Purposes.

Selected Financial Information and Managements Discussion and Analysis

A summary of selected financial information of the Company for the financial years ended March 31,
2017, 2016 and 2015, and the three month period ended June 30, 2017 is as follows:

Three month
period ended Fiscal Year ended Fiscal Year ended Fiscal Year ended
June 30, 2017 March 31, 2017 March 31, 2016 March 31,2015
(unaudited) (audited) (audited) (audited)

Total expenses $38,462 $700,629 $817,224 $675,361


Amounts deferred in Nil Nil Nil Nil
connection with the
Change of Business

Additional financial information for the Company is set out in the financial statements of the Company
included in Appendixes A, B and C of this Filing Statement.

Managements Discussion and Analysis

The MD&A for the three month period ended June 30, 2017 and the MD&A for the financial year ended
March 31, 2017 are included in this Filing Statement as Appendix D of this Filing Statement.
18

Description of Securities

Common and Preferred Shares


Following the Company AGM, the authorized capital of the Company consists of an unlimited number of
common shares without par value and an unlimited number of preferred shares without par value.
The holders of the Companys common shares are entitled to dividends, if, as and when declared by the
Board of Directors, to one vote per common share at meetings of the Companys shareholders and, upon
liquidation, to share equally in such assets of the Company as are distributable to the holders of the
Companys common shares. All of the Companys common shares to be outstanding after completion of
the proposed Transactions will be fully paid and non-assessable and, except for the certain anti-dilution
rights of Genesis under the Investor Rights Agreement, are not subject to any pre-emptive rights,
conversion or exchange rights, redemption, retraction, purchase for cancellation or surrender provisions,
sinking or purchase fund provisions, provisions permitting or restricting the issuance of additional
securities or provisions requiring a shareholder to contribute additional capital.

There were 100,210,561 common shares of the Company issued and outstanding as of the close of
business on September 13, 2017. There were no preferred shares issued and outstanding as of the close of
business on September 13, 2017.

Warrants

As of the date of this Filing Statement, the Company has 699,999 share purchase warrants outstanding,
which are Bonus Warrants (as defined by Exchange policies) issued in connection with:

a loan to the Company made on June 22, 2017 by a company owned by Mr. Harry Pokrandt, the
Companys President and CEO, in the aggregate amount of $50,000 bearing interest at a rate of
6% per annum, pursuant to which 166,666 share purchase warrants were issued to Mr. Pokrandts
company exercisable at a price of $0.30 per common share until June 22, 2018; and

a loan to the Company made on August 18, 2017 by a company owned by Mr. Harry Pokrandt,
the Companys President and CEO, in the aggregate amount of $160,000 bearing interest at a rate
of 6% per annum, pursuant to which 533,333 share purchase warrants were issued to Mr.
Pokrandts company exercisable at a price of $0.30 per common share until August 18, 2018.

Stock Options

As at Closing, it is anticipated that 22,633,000 Resulting Issuer Options will be issued and outstanding.
See Part II Information Concerning the Resulting Issuer Options to Purchase Securities below for
more detail.

Stock Option Plan

The Company has obtained shareholder approval at the Company AGM to adopt the Company Stock
Option Plan. As of the date of this Filing Statement, there are no outstanding options to purchase the
Companys common shares. See Part II Information Concerning the Resulting Issuer Options to
Purchase Securities below for more detail.

For the purposes of the Company Stock Option Plan, the terms Consultant, Director, Disinterested
Shareholder Approval, Eligible Charitable Organization, Employee, Investor Relations Activities,
19

Management Company Employee, Market Price, Material Information, Person and Securities
Laws all have the same definition as in the policies of the Exchange.
A summary of relevant provisions of the Company Stock Option Plan is included below, the entirety of
which is qualified by the full text of the Company Stock Option Plan:
(a) the Company Stock Option Plan reserves, for issuance pursuant to the exercise of stock options, a
maximum number of common shares of the Company equal to up to a maximum of 10% of the
issued common shares of the Company at the time of any stock option grant;
(b) an optionee must either be an Eligible Charitable Organization or a Director, Employee or
Consultant of the Company at the time the option is granted in order to be eligible for the grant of
a stock option to the optionee;
(c) the aggregate number of options granted to any one Person (and companies wholly owned by that
Person) in a 12 month period must not exceed 5% of the issued common shares of the Company
calculated on the date an option is granted to the Person (unless the Company has obtained the
requisite Disinterested Shareholder Approval);
(d) the aggregate number of options granted to any one Consultant in a 12 month period must not
exceed 2% of the issued common shares of the Company, calculated at the date an option is
granted to the Consultant;
(e) the aggregate number of options granted to all Persons retained to provide Investor Relations
Activities must not exceed 2% of the issued shares of the Company in any 12 month period,
calculated at the date an option is granted to any such Person;
(f) options issued to Persons retained to provide Investor Relations Activities must vest in stages
over a period of not less than 12 months with no more than 1/4 of the options vesting in any 3
month period;
(g) the minimum exercise price per common share of a stock option must not be less than the Market
Price of the common shares of the Company, subject to a minimum exercise price of $0.05;
(h) options can be exercisable for a maximum of 10 years from the date of grant (subject to extension
where the expiry date falls within a blackout period (see (o) below);
(i) stock options (other than options held by a person involved in investor relations activities) will
cease to be exercisable 90 days after the optionee ceases to be a Director (which term includes a
senior officer), Employee, Consultant, Eligible Charitable Organization or Management
Company Employee otherwise than by death, or for a reasonable period after the optionee
ceases to serve in such capacity, as determined by the Board of Directors. Stock options granted
to persons involved in Investor Relations Activities will cease to be exercisable 30 days after the
optionee ceases to serve in such capacity otherwise than by death, or for a reasonable period
after the optionee ceases to serve in such capacity, as determined by the Board of Directors;
(j) all options are non-assignable and non-transferable;

(k) Disinterested Shareholder Approval will be obtained for any reduction in the exercise price of a
stock option if the optionee is an Insider of the Company at the time of the proposed amendment;

(l) the Company Stock Option Plan contains provisions for adjustment in the number of common
shares or other property issuable on exercise of a stock option in the event of a share
consolidation, split, reclassification or other capital reorganization, or a stock dividend,
20

amalgamation, merger or other relevant corporate transaction, or any other relevant change in or
event affecting the common shares;

(m) upon the occurrence of an Accelerated Vesting Event (as defined in the Company Stock Option
Plan), the Board of Directors will have the power, at its sole discretion and without being required
to obtain the approval of shareholders or the holder of any stock option, to make such changes to
the terms of stock options as it considers fair and appropriate in the circumstances, including but
not limited to: (a) accelerating the vesting of stock options, conditionally or unconditionally; (b)
terminating every stock option if under the transaction giving rise to the Accelerated Vesting
Event, options in replacement of the stock options are proposed to be granted to or exchanged
with the holders of stock options, which replacement options treat the holders of stock options in
a manner which the Board of Directors considers fair and appropriate in the circumstances having
regard to the treatment of holders of common shares under such transaction; (c) otherwise
modifying the terms of any stock option to assist the holder to tender into any take-over bid or
other transaction constituting an Accelerated Vesting Event; or (d) following the successful
completion of such Accelerated Vesting Event, terminating any stock option to the extent it has
not been exercised prior to successful completion of the Accelerated Vesting Event. The
determination of the Board of Directors in respect of any such Accelerated Vesting Event shall
for the purposes of the Company Stock Option Plan be final, conclusive and binding;

(n) in connection with the exercise of an option, as a condition to such exercise the Company shall
require the optionee to pay to the Company an amount as necessary so as to ensure that the
Company is in compliance with the applicable provisions of any federal, provincial or local laws
relating to the withholding of tax or other required deductions relating to the exercise of such
option; and

(o) a stock option will be automatically extended past its expiry date if such expiry date falls within a
blackout period during which the Company prohibits optionees from exercising their options,
subject to the following requirements: (a) the blackout period must (i) be formally imposed by the
Company pursuant to its internal trading policies; and (ii) must expire upon the general disclosure
of undisclosed Material Information; and (b) the automatic extension of an optionee's stock
option will not be permitted where the optionee or the Company is subject to a cease trade order
(or similar order under Securities Laws) in respect of the Company's securities.

Copies of the Company Stock Option Plan are be available for inspection at the registered offices of the
Company, Suite 2500, 700 West Georgia Street, Vancouver, British Columbia, V7Y 1B3, during ordinary
business hours.

Prior Sales

No securities of the Company have been sold during the 12 months prior to the date of this Filing
Statement, except as follows:

Number of Issue Price Per


Date Issued Type of Security Issued Transaction Securities Security

Closing Resulting Issuer Options(1) Option Grant 22,633,000 Exercise price of


Resulting Issuer $0.30
Options
21

Number of Issue Price Per


Date Issued Type of Security Issued Transaction Securities Security

September 7, 2017 Subscription Receipts Private Placement 17,170,000 $0.30 per


Offering Subscription
Receipt

August 9, 2017 Subscription Receipts Private Placement 37,830,000 $0.30 per


Offering Subscription
Receipt

June 2, 2017 Common Shares Exercise of 34,285,714 $0.05 per share


Warrants common shares

October 14, 2016 Units with each unit consisting of Private Placement 7,571,428 $0.035 per unit
one common share and one share Offering
purchase warrant entitling the
holder to purchase one additional
common share exercisable at
$0.05 per share expiring on
October 14, 2017

October 14, 2016 Units with each unit consisting of Private Placement 6,714,286 $0.035 per unit
one common share and one share Offering
purchase warrant entitling the
holder to purchase one additional
common share exercisable at
$0.05 per share expiring on
October 14, 2017

October 14, 2016 Units with each unit consisting of Private Placement 20,000,000 $0.05 per unit
one common share and one share Offering
purchase warrant entitling the
holder to purchase one additional
common share exercisable at
$0.05 per share expiring on
October 14, 2017

Notes:

(1) See Part II Information Concerning the Resulting Issuer Options to Purchase Securities below for more detail.

Stock Exchange Price


The Companys common shares trade on the NEX. The following table sets out trading information for
the Companys common shares for the periods indicated as reported by the NEX:

Period High Low Trading Volume

September 1 to September 13, 2017 $0.29 $0.29 Nil

Month ended August 31, 2017 $0.29 $0.29 Nil

Month ended July 31, 2017 $0.290 $0.290 Nil

Month ended June 30, 2017 $0.300 $0.250 40,250


22

Period High Low Trading Volume

Month ended May 31, 2017 $0.205 $0.090 44,812

Month ended April 30, 2017 $0.100 $0.100 325

Quarter ended March 31, 2017 $0.120 $0.100 1,570

Quarter ended December 31, 2016 $0.135 $0.095 38,625

Quarter ended September 30, 2016 $0.035 $0.035 11,005

Quarter ended June 30, 2016 $0.050 $0.030 51,816

Quarter ended March 31, 2016 $0.030 $0.030 5,675

Quarter ended December 31, 2015 $0.040 $0.040 1,480

Quarter ended September 30, 2015 $0.025 $0.025 5,307

Notes:
At the request of the Company, trading in the Companys shares was halted on June 5, 2017 pending the announcement of the
Letter of Intent.

Executive Compensation

Definitions: For the purpose of this Executive Compensation section of this Filing Statement:

Chief Executive Officer or CEO of the Company means an individual who acted as chief executive
officer of the Company or acted in a similar capacity for any part of the most recently completed financial
year;

Chief Financial Officer or CFO of the Company means an individual who acted as chief financial
officer of the Company or acted in a similar capacity for any part of the most recently completed financial
year;

closing market price means the price at which the Company's security was last sold, on the applicable
date, in the security's principal marketplace in Canada;

company includes other types of business organizations such as partnerships, trusts and other
unincorporated business entities;

equity incentive plan means an incentive plan, or portion of an incentive plan, under which awards are
granted and that falls within the scope of IFRS 2 Share-based Payment;

grant date means a date determined for financial statement reporting purposes under IFRS 2 Share-
based Payment;

incentive plan means any plan providing compensation that depends on achieving certain performance
goals or similar conditions within a specified period;
23

incentive plan award means compensation awarded, earned, paid or payable under an incentive plan;

Named Executive Officers or NEOs means the following individuals:


(a) each CEO;
(b) each CFO;
(c) each of the Company's three most highly compensated executive officers, or the three most highly
compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of
the most recently completed financial year whose total compensation was, individually, more
than $150,000 for that financial year; and
(d) each additional individual who would be a NEO under (c) above, but for the fact that the
individual was neither an executive officer of the Company, nor acting in a similar capacity, at
the end of the most recently completed financial year;

non-equity incentive plan means an incentive plan or portion of an incentive plan that is not an equity
incentive plan;

option-based award means an award under an equity incentive plan of options, including, for greater
certainty, share options, share appreciation rights, and similar instruments that have option-like features;

plan includes any plan, contract, authorization, or arrangement, whether or not set out in any formal
document, where cash, securities, similar instruments or any other property may be received, whether for
one or more persons; and

share-based award means an award under an equity incentive plan of equity-based instruments that do
not have option-like features, including, for greater certainty, common shares, restricted shares, restricted
share units, deferred share units, phantom shares, phantom share units, common share equivalent units,
and stock.

Compensation Discussion and Analysis


Prior to the closing of the Iceland Data Centre Equipment Acquisition, the compensation of the
Company's Named Executive Officers has been established with a view to attracting and retaining
executives critical to the Company's short and long-term success and to continue providing executives
with compensation that is in accordance with existing market standards generally and competitive within
the mining industry, in particular. After the closing of the Iceland Data Centre Equipment Acquisition,
the compensation of the Companys Named Executive Officers will be in accordance with existing
market standards generally and competitive within the technology industry, in particular.
Compensation of the Company's Named Executive Officers is comprised of a base salary and the grant of
options to purchase common shares under the Company's stock option plan (as more particularly
described below). Through its executive compensation practices, the Company seeks to provide value to
its shareholders through a strong executive leadership. Specifically, the Company's executive
compensation structure seeks to attract and retain talented and experienced executives necessary to
achieve the Company's strategic objectives, motivate and reward executives whose knowledge, skills and
performance are critical to the Company's success, align the interests of the Company's executives and
shareholders by motivating executives to increase shareholder value.
Within the context of the overall objectives of the Company's compensation practices, the Company
determined not to pay any compensation to its executives during the year ended March 31, 2017.
24

The Board of Directors has not conducted a formal evaluation of the implications of the risks associated
with the Company's compensation policies. Risk management is a consideration of the Board of
Directors when implementing its compensation policies and the Board of Directors do not believe that the
Company's compensation policies result in unnecessary or inappropriate risk taking including risks that
are likely to have a material adverse effect on the Company.

Base Salary
The Company has not entered into any management agreements with its executive officers, and did not
pay any base salary to its executives in the most recently completed financial year. Going forward the
Company may determine that payment of a base salary is appropriate for its executives and may enter into
management or employment agreements providing for payment of a base salary or other compensation.
Option Based Awards

The Company has in effect the Company Stock Option Plan in order to provide effective incentives to
directors, officers and senior management personnel and consultants of the Company and to enable the
Company to attract and retain experienced and qualified individuals in those positions by permitting such
individuals to directly participate in an increase in per share value created for the Companys
shareholders. In determining option grants to the Named Executive Officers, the Board of Directors
together with management takes into consideration factors that include the amount and exercise price of
previous option grants, the NEO's experience, level of expertise and responsibilities, and the contributions
of each NEO towards the completion of corporate transactions in any given fiscal year.
No stock options were granted under the Company's stock option plan in place prior to the Company
Stock Option Plan during the financial year ended March 31, 2017.

Use of Financial Instruments


The Company does not have a policy that would prohibit a Named Executive Officer or director from
purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or
units of exchange funds, that are designed to hedge or offset a decrease in market value of equity
securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or
director. However, management is not aware of any Named Executive Officer or director purchasing
such an instrument.

NAMED EXECUTIVE OFFICERS COMPENSATION

In accordance with the provisions of applicable securities legislation, the Company had one (1) Named
Executive Officer during the financial year ended March 31, 2017, namely John Brydle.
The following table sets out certain information respecting the compensation paid to the Named
Executive Officer of the Company during the financial years ended March 31, 2017, 2016, and 2015.
25

SUMMARY COMPENSATION TABLE

Non-equity incentive
plan compensation ($) All
Share- Option Long- other Total
NEO Name based -based Annual term Pension comp- comp-
And Salary awards awards incentive incentive value ensation ensation
Principal Position Year ($) ($) ($) plans plans ($) ($) ($)
April 1,
2017 to
John Brydle(1) (2) Nil Nil Nil Nil Nil Nil Nil Nil
August
Former CEO, 23, 2017
President, CFO and
2017 Nil Nil Nil Nil Nil Nil Nil Nil
Corporate Secretary,
and director 2016 Nil Nil Nil Nil Nil Nil Nil Nil
2015 Nil Nil Nil Nil Nil Nil Nil Nil

Notes:
(1) Harry Pokrandt was appointed President and CEO of the Company on June 20, 2017. Harry Pokrandt has not
received any compensation from the Company for his role as President and CEO as at the date of this Filing Statement,
other than as disclosed under Part II Information Concerning the Resulting Issuer Options to Purchase Securities
below.

(2) John Brydle was replaced as CFO and Corporate Secretary on August 23, 2017. Following the Company AGM, Mr.
Brydle ceased to be a director of the Company. On August 23, 2017 Jessica Van Den Akker was appointed CFO of the
Company and Kristen Reinertson was appointed Corporate Secretary. Ms. Van Den Akker and Ms. Reintertson have
received no compensation from the Company as at the date of this Filing Statement, other than as disclosed under Part
II Information Concerning the Resulting Issuer Options to Purchase Securities below.

INCENTIVE PLAN AWARDS


The following table sets forth information concerning all awards outstanding at the end of the financial year ended
March 31, 2017 for the Named Executive Officer.
OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS TABLE

Option-based Awards(1) Share-based Awards (2)


Market or
payout
Number of value of Market or
Number of Value of shares or share- payout value
securities unexercised units of based of vested
underlying Option in-the- shares awards share-based
unexercised exercise Option money that have that have awards not
options price expiration options not vested not vested paid out or
NEO Name (#) ($) date ($) (#) ($) distributed ($)
John Brydle N/A N/A N/A N/A N/A N/A N/A

Notes:
(1) Other than as disclosed in Part II Information Concerning the Resulting Issuer Options to Purchase Securities
below, the Company had no option-based awards outstanding at the date of this Filing Statement.
(2) The Company has not granted any share-based awards.

Incentive Plan Awards Value Vested or Earned During the Year Ended March 31, 2017
26

During the financial year ended March 31, 2017, no stock options were granted to the NEO nor did the
NEO exercise any stock options. None of the previously granted stock options held by the Named
Executive Officer vested during the financial year ended March 31, 2017.

Pension Plan Benefits

No pension, retirement or deferred compensation plans, including defined contribution plans, have been
instituted by the Company and none are proposed at this time.

Termination and Change of Control Benefits

During the financial year ended March 31, 2017, the Company did not have any contracts or
arrangements with any of its Named Executive Officers and thus there are no termination or change of
control benefits issuable thereto. There are no compensatory plan, contract or arrangement where a
Named Executive Officer is entitled to receive payments from the Company or its subsidiaries in the
event of (i) the resignation, retirement or any termination of the Named Executive Officers employment
with the Company and its subsidiaries (whether voluntary, involuntary or constructive), (ii) a change of
control of the Company or any of its subsidiaries, or (iii) a change in the Named Executive Officers
responsibilities.

Director Compensation

During the financial year ended March 31, 2017, the Company had three (3) directors, one of which was
also a Named Executive Officer of the Company (John Brydle). The following table sets out the amounts
of compensation paid to the directors of the Company other than Named Executive Officer during the
financial year ended March 31, 2017.

DIRECTORS COMPENSATION TABLE

Share- Non-equity All other


Fees based Option-based incentive plan Pension comp-
Name earned awards awards compensation value ensation Total
($) ($) ($) ($) ($) ($) ($)
Georgia Knight(1) Nil Nil Nil Nil Nil Nil Nil
(1)
Irvin Ridd Nil Nil Nil Nil Nil Nil Nil

Notes:
(1) Ceased to be a director following the Company AGM.

Except as stated above, the Company does not have any other arrangements pursuant to which directors
are compensated by the Company or its subsidiaries for their services in their capacity as directors, or for
committee participation, involvement in special assignments or for services as consultants or experts
during the financials year ended March 31, 2017 or subsequently, up to and including the date of this
Filing Statement.

Share-Based Awards, Option-Based Awards and Non-Equity Plan Compensation

The following table sets forth information concerning all awards outstanding at the end of the financial
year ended March 31, 2017, for each director of the Company other than the Named Executive Officer.
27

OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS TABLE

Option-based Awards(1) Share-based Awards(2)


Market or
payout Market or
Number value of payout value
Number of Value of of shares share- of vested
securities unexercised or units of based share-based
underlying Option in-the- shares awards awards not
unexercised exercise Option money that have that have paid out or
options price expiration options not vested not vested distributed
Name (#) ($) date ($) (#) ($) ($)
Georgia Knight N/A N/A N/A N/A N/A N/A N/A
Irvin Ridd N/A N/A N/A N/A N/A N/A N/A

Notes:
(1) Other than as disclosed in Part II Information Concerning the Resulting Issuer Options to Purchase Securities
below, the Company had no option-based awards outstanding at the date of this Filing Statement.
(2) The Company has not granted any share-based awards.

Incentive Plan Awards Value Vested or Earned During the Year Ended March 31, 2017

During the financial year ended March 31, 2017, no stock options were granted to directors and none of
the directors exercised any stock options. None of the previously granted stock options held by the
directors vested during the financial year ended March 31, 2017.

Non-Arms Length Party Transactions

The Company has not acquired any assets or any services from a director or officer, principal
securityholder or an Associate or Affiliate of any such person in the 24 months prior to the date of this
Filing Statement, other than those disclosed in the Companys financial statements attached to this Filing
Statement as Appendixes A, B and C.

Legal Proceedings

There are no legal proceedings as to the Company is, or has been, a party or of which any of its property
is, or has been, the subject matter, and to the knowledge of the management of the Company, there are no
such proceedings contemplated.

Auditor, Transfer Agents and Registrars

Auditor

The auditor of the Company is Saturna Group Chartered Professional Accountants LLP, located at
Oceanic Plaza Towers, 1066 West Hastings Street, Suite 1250, Vancouver, BC, V6E 3X1.

Transfer Agent and Registrar

The transfer agent and registrar of the Company is Computershare Investor Services Inc. 510 Burrard St,
Vancouver, BC V6C 3B9.
28

Material Contracts

Other than as disclosed in this Filing Statement and in connection with the Transactions, the Company is
not a party to any material contracts, except contracts entered into in the ordinary course of business.

Copies of the Transaction Agreement, Master Services Agreement, Iceland Data Centre Service Order #1,
Master Data Centre Equipment Purchase Agreement, Iceland Data Centre Equipment Purchase Order #1
and Investor Rights Agreement will be available for inspection at the registered offices of the Company,
Suite 2500, 700 West Georgia Street, Vancouver, British Columbia, V7Y 1B3, during ordinary business
hours, until completion of the Transactions and for a period of thirty (30) days thereafter.
29

PART II - INFORMATION CONCERNING THE RESULTING ISSUER

The following disclosure contains forward-looking statements, including with respect to the Resulting
Issuers business objectives and milestones. Such statements involve known and unknown risks,
uncertainties and other factors outside of managements control, including the risk factors set out
elsewhere in this Filing Statement that could cause results to differ materially from those described or
anticipated in such forward-looking statements. See Forward-Looking Statements.

Summary of Change of Business Transactions

Transaction Agreement

On September 13, 2017, the Company and Genesis entered into the Transaction Agreement for the
purpose of effecting the Transactions. Under the terms of the Transaction Agreement, upon closing of the
Transactions:

the Company and Genesis will execute and deliver the Master Data Centre Equipment Purchase
Agreement and, pursuant to the Iceland Data Centre Equipment Purchase Order #1 under the
Master Data Centre Equipment Purchase Agreement, the Company will acquire the Iceland Data
Centre Equipment at the HIVE Facility see Part II Information Concerning the Resulting
Issuer Summary of Change of Business Transactions Master Data Centre Purchase
Agreement and Part II Information Concerning the Resulting Issuer Summary of Change of
Business Transactions Iceland Data Centre Equipment Purchase Order #1 below for more
detail;

the Company and Genesis will execute and deliver the Master Services Agreement, and pursuant
to the Iceland Data Centre Service Order #1 under the Master Services Agreement, the Company
will engage Genesis to provide facility, hosting, maintenance and related services at the HIVE
Facility see Part II Information Concerning the Resulting Issuer Summary of Change of
Business Transactions Master Services Agreement and Part II Information Concerning the
Resulting Issuer Summary of Change of Business Transactions Iceland Data Centre Service
Order #1 below for more detail;

the Company will pay $US9 million and issue the Transaction Shares to Genesis;

the Company and Genesis will execute and deliver the Investor Rights Agreement see Part II
Information Concerning the Resulting Issuer Summary of Change of Business Transactions
Investor Rights Agreement below for more detail; and

The funds held in escrow from the Equity Financing will be released to the Company upon
satisfaction of the Escrow Release Conditions and each Subscription Receipt will be
automatically converted (for no further consideration and with no further action on the part of the
holder thereof) into one fully paid and non-assessable Resulting Issuer Share.

Under the Transaction Agreement, the Company and Genesis have also agreed to the following general
terms which will govern the negotiation and acquisition of Additional Data Centres following the Closing
(the Future Acquisition Framework):

Genesis will use its best efforts to identify up to four (4) Additional Data Centres which the
Company may purchase, each for the Additional Data Centre Purchase Price;
30

Within 12 months of Closing, and upon identification by Genesis of one or more Additional Data
Centres, the Company will use its best efforts to raise funds for the purchase of such identified
Additional Data Centres;

The purchase of the equipment located in each Additional Data Centre shall be made in
substantially the form of the Master Data Centre Equipment Purchase Agreement, subject only to
amendments required to be made in order to comply with local laws where the Additional Data
Centre is located; and

The ongoing Additional Data Centres shall be subject to the Master Services Agreement, subject
only to amendments required to be made in order to comply with local laws where the Additional
Data Centre is located.

The Company and Genesis have also agreed to the following under the Transaction Agreement:

Genesis has granted the Company an exclusive, worldwide, irrevocable, perpetual, fully paid-up,
royalty-free right and license to use the Hive trademark in connection with the Companys and
its Affiliates business as anticipated by the Transaction Agreement.

Until September 13, 2019 neither the Company nor its Affiliates will, either individually or
jointly, directly or indirectly, in any capacity whatsoever be engaged in any business or
undertaking that is similar to or competitive with the Genesis Business unless expressly permitted
in writing in advance by Genesis; canvas or solicit any business from any customer or supplier of
Genesis; or interfere or attempt to interfere with the Genesis Business or alter any relationship
between Genesis and its customers and suppliers. Notwithstanding the foregoing, the Company
retains the right to own, directly or indirectly, securities that are traded on any recognized stock
exchange or any recognized electronic trading system of any other Person solely as an
investment, provided the Company and its respective Affiliates are not a controlling Person of, or
a member of a group that controls, such Person and do not, directly or indirectly, own more than
five percent (5%) of any class of securities of such Person. The completion of the Transactions is
subject to a number of conditions including the receipt of Exchange approval and other conditions
typical for a transaction of this nature.

The foregoing represents a summary of the Transaction Agreement only, and is qualified in entirety by
the full text of the Transaction Agreement, a copy of which is available at www.sedar.com under the
Companys profile.

Master Data Centre Equipment Purchase Agreement

On September 13, 2017, the Company and Genesis Iceland entered into the Master Data Centre
Equipment Purchase Agreement, which sets out the standard terms and conditions pursuant to which the
Company or a Company subsidiary may purchase, and Genesis Iceland will supply, hardware and
peripheral equipment (Equipment) for Company-owned or Company subsidiary-owned data centres.
Equipment is ordered through the issuance of a purchase order, which must be agreed by both parties.
Delivery of the Equipment is deemed to occur upon acceptance or deemed acceptance by Company or its
subsidiary of the installed Equipment. Standard Equipment warranties are provided. Genesis Iceland
agrees to pass through any manufacturer warranties; however the parties acknowledge that the Equipment
may have been modified and that use of the Equipment in the data centres is not a normal use and,
therefore, manufacturers warranties may be void. The agreement does not set out pricing for the
Equipment, which will instead be agreed in individual purchase orders issued pursuant to the agreement.
A standard intellectual property infringement indemnity is provided by Genesis Iceland. The Company
31

may terminate the agreement at any time for convenience. Genesis Iceland may only terminate the
agreement for cause.

Iceland Data Centre Equipment Purchase Order #1

Concurrently with completion of the Master Data Centre Equipment Purchase Agreement, the Company
and its subsidiaries and Genesis Iceland executed the Iceland Data Centre Equipment Purchase Order #1
at a price of US$9 million, and delivery and payment due on closing of the Transactions.

Master Services Agreement

On September 13, 2017, the Company and Genesis entered into the Master Services Agreement which
sets out the standard terms and conditions pursuant to which the Company or a Company subsidiary may
purchase, and Genesis or a Genesis subcontractor will provide such services as are necessary for the
design, selection, installation, configuration, management, operation, security, maintenance and support
of Company-owned or Company subsidiary-owned data centres. Services are ordered through the
issuance of agreed service orders. The agreement anticipates the payment of monthly service fees for
standard services, which include: set up; internet access and network connectivity; security; regulation of
facility environment; power; cleaning; systems operation; and equipment and systems maintenance and
support. Power is provided at Genesis cost, and adjustments (which may include credits to Company)
may be made if there is a change to Genesis cost. Additional services, including replacement of
defective hardware that is out of warranty, training, software installation, data recovery and disaster
recovery, may be provided on a time and materials basis. The agreement provides for a guaranteed data
centre uptime of 93%, failing which Downtime Compensation will be payable by Genesis to the
Company. Downtime Compensation will be determined based on the difference between actual uptime
during the month and the guaranteed uptime, multiplied by the average production of coins during the
month divided by actual uptime. The agreement may be terminated for convenience by Company upon
thirty days notice subject to the payment of a termination fee, or by either party for unrectified breach.
Genesis has a right of first refusal to repurchase data centre equipment at the depreciated cost if Company
terminates the relevant service order for convenience. Company may require Genesis to repurchase data
centre equipment at the depreciated cost if the relevant service order is terminated by Company due to
breach by Genesis within the first twelve months of the commencement of services to be provided
pursuant to a purchase order.

Iceland Data Centre Service Order #1

Concurrently with completion of the Master Services Agreement, the Company, its subsidiaries and
Genesis executed Iceland Data Centre Services Order #1 whereby Genesis will provide standard services
at the HIVE Facility in Iceland, for a minimum period of one year, and shall be automatically renewed
each year, unless either party provides notice not to renew not less than six months prior to the expiry of
the then-current term. As consideration for the services, the Genesis will receive a monthly fee of
US$144,650.

Investor Rights Agreement

The Investor Rights Agreement between the Company and Genesis provides the following rights to
Genesis:

For as long as Genesis and its Affiliates collectively own, directly or indirectly, more than 10% of
the issued and outstanding Resulting Issuer Shares, Genesis will have the right to participate (a
Participation Right) in any equity financing of the Company (a Subsequent Financing) up
32

to such number of Resulting Issuer Shares that will allow Genesis to maintain the same
percentage ownership interest in the issued and outstanding Resulting Issuer Shares as Genesis
held immediately prior to the completion of such equity financing. This right will not apply to
dilution of the Companys shares as a result of compensation, exercise of existing convertible
securities, exercise of convertible securities issued in an equity financing which Genesis had the
right to participate, certain corporate re-organizations and pursuant to a takeover bid,
arrangement, consolidation, merger, acquisition of substantially all of the assets of another
Person, or acquisition of greater than 50% of the equity ownership of another Person (excluding
exercise of convertible securities issued in an equity financing which Genesis had the right to
participate, a Non-Participatory Offering). In exercising its Participation Right, and in the
event that Genesis has had its percentage ownership interest in the issued and outstanding
Resulting Issuer Shares reduced pursuant to a Non-Participatory Offering, Genesis percentage
ownership interest in the issued and outstanding Resulting Issuer Shares will be deemed to be the
percentage ownership interest held immediately prior to the Non-Participatory Offering, rather
than immediately prior to the completion of the Subsequent Financing.

In the event that Genesis and its Affiliates direct or indirect percentage ownership interest in the
issued and outstanding Resulting Issuer Shares falls below 10% of the issued and outstanding
Resulting Issuer Shares as a result of one or more Non-Participatory Offering, Genesis will be
entitled to participate in a Subsequent Financing with the right to subscribe for up to such number
of securities offered under the Subsequent Financing as will increase its percentage ownership
interest held prior to such Non-Participatory Offering(s).

For a minimum period of two years following the date of the Investor Rights Agreement, and
subject to eligibility under the BCBCA and policies of the Exchange, Genesis shall have the right
to nominate two members to the Companys Board of Directors. Following this period, Genesis
will have the right to nominate two members to the Companys Board of Directors for as long as
Genesis, and its Affiliates, maintain an aggregate ownership, directly or indirectly, of at least 15%
of the issued and outstanding Resulting Issuer Shares. In the event that Genesis, and its Affiliates
aggregate ownership, directly or indirectly, of the issued and outstanding Resulting Issuer Shares
falls below 15% but remains at or above 10%, Genesis will have the right to nominate one
member to the Companys Board of Directors. In the event that Genesis, and its Affiliates
aggregate ownership, directly or indirectly, of the issued and outstanding Resulting Issuer Shares
falls below 10%, Genesis will not have the any right to nominate members to the Companys
Board of Directors.

The foregoing represents a summary of the Investor Rights Agreement only, and is qualified in entirety
by the full text of the Investor Rights Agreement, the form of which is available as an appendix to the
Transaction Agreement at www.sedar.com under the Companys profile.

Corporate Structure

Name and Incorporation

The Resulting Issuer will be named HIVE Blockchain Technologies Ltd. and will continue to be governed
by the BCBCA. The Resulting Issuers head office will remain located at Suite 3123, 595 Burrard Street,
Vancouver, BC, V7X 1J1, and the Resulting Issuers registered office will remain located at Suite 2500,
700 West Georgia Street, Vancouver, BC, V7Y 1B3. See Part I Information Concerning the
Company for further detail.
33

Intercorporate Relationships

The Company has one wholly owned subsidiary, Hive Blockchain Switzerland AG, incorporated under
the laws of Switzerland. Hive Blockchain Switzerland AG has one wholly owned subsidiary, Hive
Blockchain Iceland ehf., incorporated under the laws of Iceland.

Narrative Description of Business

Background

Introduction to Blockchain and Cryptocurrency

Blockchain technology was invented in 2008 as the database technology that underpins Bitcoin, the
worlds first cryptocurrency. Even though the technology has remained synonymous with Bitcoin and
cryptocurrencies, blockchain technologies are capable of much more than just serving as a database for a
decentralised digital currency. Blockchain is gaining widespread adoption and is the backbone of a new
digital world with fewer middlemen, greater efficiency and automated transactions.

A significant advantage to blockchain technology is that it can store data and distribute in a decentralised
manner. The decentralisation of information increases security and offers additional functionality to its
users. Blockchain technologies are making a significant impact in many areas of business, finance,
information management and governance, but it is still in the early stages with significant future
opportunities.

A cryptocurrency is a form of encrypted and decentralised digital currency, transferred directly between
peers across the internet, with transactions being settled, confirmed and recorded in a distributed public
ledger by a process known as mining.

Units of a cryptocurrency exist only as data on the internet, and are not issued or controlled by any single
institution, authority, or government. Whereas most of the worlds money currently exists in the form of
electronic records managed by central authorities such as banks, units of a cryptocurrency exist as
electronic records in a decentralised tamper-proof transaction database called a blockchain. The ledger is
publicly available to anyone and secured with public key encryption.

How a Cryptocurrency Works

Cryptocurrencies are decentralised digital currencies that enables instant transfers to anyone, anywhere in
the world. Transactions occurs via an open source, cryptographic protocol platform which uses peer-to-
peer technology to operate with no central authority. The network is an online, peer-to -peer network that
hosts the public transaction ledger, known as the blockchain; and each cryptocurrency with a source code
that comprises the basis for the cryptographic and algorithmic protocols governing the blockchain. No
single entity owns or operates the network, the infrastructure of which is collectively maintained by a
decentralised user base. As the network is decentralised, it does not rely on either governmental
authorities or financial institutions to create, transmit or determine the value of the coins. Rather, the
value of a coin is determined by the market supply of and demand for the coins, the prices set in transfers
by mutual agreement or barter as well as the number of merchants that accept the coins. Because coins
are digital files that can be transferred without the involvement of intermediaries or third parties, there are
little or no transaction costs in direct peer-to-peer transactions. Coins can be used to pay for goods and
services or can be converted to fiat currencies, such as the US dollar, at rates determined by various
exchanges. Bitcoin.org lists a number of Bitcoin Exchanges, including international exchanges such as:
Bitsquare, Bitstamp, and Coinbase. There are also country-based and regional Exchanges. Additionally,
34

third party service providers are also used for transfers but they may charge significant fees for processing
transactions.

In a cryptocurrency network, every peer has their own copy of the blockchain, which contains records of
every historical coin transaction - effectively containing records of all account balances. Each account is
identified solely by its unique public key (making it effectively anonymous), and is secured with its
associated private key (kept secret, like a password). The combination of private and public
cryptographic keys constitutes a secure digital identity in the form of a digital signature, providing strong
control of ownership.

Assuming, for example, that Alice is sending some quantity of Bitcoin to Bob, the amount of Bitcoin to
send is combined with Bobs public key and some information from the previous transaction(s) that
Alices Bitcoins came from, into a message that Alice signs with her private key. The transaction
message is then broadcasted out into the wide Bitcoin Network, where it is received by Bitcoin miners
who (with high-performance computers running specialized automatic Bitcoin mining software) verify
the transaction, group it with others into a transaction block, and work to solve the proof-of-work
cryptographic puzzle that links the new block to the blockchain.

Each time a new block of transactions is created, data from that block is used to create a hash that is
stored along with the block. One piece of data used is the hash from the most recent block in the
blockchain. Each blocks hash is created using the hash of the block before it, acting as a sort of tamper-
evident seal that confirms the validity of the new block and all earlier blocks. Alterations made to any
earlier block would make the hashes of all subsequent blocks invalid, the discrepancy would be easily
detected by future miners, and that broadcast would be discarded in favour of one from a different peer.
Thus, miners vote with their computer power, expressing their acceptance of valid blocks by working on
extending them and rejecting invalid blocks by refusing to work on them1 and consensus of the majority
is represented by the longest blockchain.

Miners compete to solve new blocks; a miner that verifies and solves a new block is awarded newly-
generated quantity of coins, an amount which is usually proportional to the miners contributed hash
rate/work, (plus a small transaction fee) as an incentive to invest their computer power, as mining is
critical to the continuing functioning and security of the cryptocurrency network. The difficulty of the
proof-of-work puzzles is automatically adjusted so that a new block is mined on a specified basis,
adapting as the total mining power active on the network increases over time.

Blockchain safety is ensured by a number of different protocols, such as proof-of-work and proof-of-
stake. Proof-of-work is currently the most widely used, including currencies such as Bitcoin and Ether.
Proof-of-work functions on the basis of a distributed consensus system dependent on the participation of
miners who through their computing work verify the blockchain transactions.

Why Cryptocurrencies?

A blockchain enables market participants to make and verify transactions on a network instantaneously
without a central authority (i.e., a clearinghouse in the traditional financial system). We believe that
Blockchain, the backbone technology behind cryptocurrency mining, has the potential to truly disrupt
multiple industries and make processes more democratic, secure, transparent, and efficient.

1
Coindesk a hash function is a mathematical process that takes input data of any size, performs an operation on it, and returns output data of a
fixed size.
35

Interbank transactions can potentially take days for clearing and final settlement, especially outside of
working hours. Blockchain transactions can reduce transaction times to minutes and are processed 24/7.

Because cryptocurrencies/digital currencies are completely digital, they can be used in ways that ordinary
currencies cannot; primarily, they are used like the digital equivalent of cash. Unlike credit or debit cards
that are issued by banks, consumers don't need an account or good credit to use digital currencies.
Further, digital currencies are becoming increasingly accepted globally by retailers and institutions.

The Market for Cryptocurrency

The market for cryptocurrencies has been growing at a volatile pace in 2017, the market capitalization
has grown from US$17 billion in January 2017, reaching peaks over US$150 billion in August 2017, and
daily volumes growing from US$130 million in January 2017 to peaks over US$7 billion in August 2017.

Cryptocurrencies first surfaced in 2009 with the debut of Bitcoin as the worlds first decentralised
cryptocurrency. The initial exchange rate (recorded on October 5, 2009) for Bitcoin was 1 BTC =
US$0.000764. Due to its first mover advantage, Bitcoin has remained the number one cryptocurrency in
terms of market capitalization (US$47.3 billion as at July 31, 2017). As of July 31, 2017, the trading
price of one Bitcoin was US $2,870, indicating an early investor in Bitcoin would have benefited from
over 377,000,000% in return.

Cryptocurrencies offer many advantages over traditional, (also known as fiat) currency, including:

Acting as a fraud deterrent, as cryptocurrencies are digital and cannot be counterfeited or reversed
arbitrarily by sender;

Immediate settlement;

Eliminate counterparty risk;

No trusted intermediary required;

Lower fees;

Identity theft prevention;

Accessible by everyone;

Transactions are verified and protected through a confirmation process, which prevents the
problem of double spending currencies;

Decentralised - no central authority (government or financial institution); and

Recognized universally and not bound by government imposed exchange rates.

As the demand for cryptocurrencies increases and cryptocurrencies become more widely accepted, there
is an increasing demand for professional-grade, scalable infrastructure to support growth of the growing
blockchain ecosystem.

Ethereum
36

The cryptocurrency Ether and its corresponding platform Ethereum has been gaining favour as it presents
significant technological improvements over Bitcoin, including the ability to build applications and code
smart contracts directly into the blockchain.

Currently ranked as the currency with the second highest market capitalization (US$19 billion as at July
31, 2017), Ethereum has 94.2 million Ether circulating. Ethereum has caught on in recent years due to its
smart contract abilities and flexibility in creating new applications. Cryptocurrency users no longer focus
on just the peer-to-peer currency transfer abilities of Bitcoin but look for other functionalities, such as
global decentralised computing or smart contracts infrastructure. The graph below indicates ETHs
market cap from September 2015 to July 2017. At its peak, ETHs market cap reached $35.9 billion in
mid-June 2017.

ETH prices from September 2015 to July 2017 are charted in the graph below. Prices have gone from
$1.16 in September 2015 to a high of $391.51 in mid-June of 2017 before dipping down to $201.33 at the
end of July 2017.
37

Whereas Bitcoin was originally designed to be a secure digital cash system, the goal for Ethereum was to
create a fully-programmable blockchain. First proposed by its inventor, Vitalik Buterin in 2013,
Ethereum provides an open, decentralised blockchain platform that runs smart contracts and distributed
applications (dapps), using its integrated cryptocurrency, called Ether. The primary programming
language for Ethereum, Solidity, is a high-level contract-oriented language that facilitates the
programming of smart contracts and dapps that run on the Ethereum Virtual Machine. Developers can
also write programs for the Ethereum platform that integrate as blockchain-based components of more
complex web applications.

A smart contract, the term coined by computer scientist Nick Szabo in 1994, is a computerized
transaction protocol that executes the terms of a contract. The general objectives of smart contract design
are to satisfy common contractual conditions (such as payment terms, liens, confidentiality, and even
enforcement), minimize exceptions both malicious and accidental, and minimize the need for trusted
intermediaries. Related economic goals include lowering fraud loss, arbitration and enforcement costs,
and other transaction costs.2 Smart contracts involving conditional payment can be implemented in
Ethereum via transfer of Ether.

As explained by Blockgeeks3, proof of stake is an alternative method in validating cryptocurrency


transactions. With proof of stake, the creator of a new block is chosen in a deterministic way, depending
on its wealth. No block rewards are given to the miners, instead, they receive transaction fees. One of the
advantages of proof of stake over proof of work is that proof of stake mining requires much lower
amounts of energy.

In May of 2017, Ethereums creator Vitalik Buterin released an implementation guide to merge proof of
work mining with Ethereums proof of stake system, Casper. Casper requires validators (miners) to
submit deposits to participate in the mining pool and may remove their deposits if the protocol determines
violations of certain rules and conditions. Certain cryptocurrencies utilize the proof of stake method
instead of proof of work. These cryptocurrencies include Peercoin, BlackCoin, and Mintcoin. See Risk
Factors General Cryptocurrency Risks - Possibility of the Ether algorithm transitioning to proof of
stake validation above.

Competition and Market Participants

In the cryptocurrency industry, there exists many online companies that offer cryptocurrency cloud
mining services, as well as companies, individuals and groups that run their own mining farms. Miners
can range from individual enthusiasts to professional mining operations with dedicated data centres,
however, the vast majority of mining is now undertaken by mining pools.

Miners may organize themselves in mining pools. A mining pool is created when cryptocurrency miners
pool their processing power over a network and mine transactions together. Rewards are then distributed
proportionately to each miner based on the work / hash power contributed. Mining pools became popular
when mining difficulty and block time increased. Mining pools allow miners to pool their resources so
they can generate blocks quickly and receive rewards on a consistent basis instead of mining alone where
rewards may not be received for long periods. The Resulting Issuer may also decide to participate in a
mining pool in order to smooth the receipt of rewards.

2 Szabo, Nick Smart Contracts (1994).


http://www.fon.hum.uva.nl/rob/Courses/InformationInSpeech/CDROM/Literature/LOTwinterschool2006/szabo.best.vwh.net/smart.contracts.htm
3
Blockgeeks Proof of Work vs Proof of Stake: Basic Mining Guide
38

Mining pools exist for each cryptocurrency. Buy Bitcoin Worldwide lists the top five Ethereum mining
pools, which include: Ethpool; Ethermine; f2pool; DwarfPool; and, Ethfans. According to data from
Etherchain, as of August 2, 2017, Ethpool and Ethermine together represent 28.5% of the Etheruem
networks hash rate.

Other market participants in the cryptocurrency industry include investors and speculators, retail users
transacting in cryptocurrencies, and service companies that provide a variety of services including buying,
selling, payment processing and storing of cryptocurrencies.

Stated Business Objectives

The Resulting Issuers mission will be to build a


leading listed blockchain company through the
development and ownership of cryptocurrency
mining infrastructure and other related blockchain
businesses. To accomplish this objective, upon
closing of the Transactions, the Resulting Issuer
intends to:

use the acquired Iceland Data Centre


Equipment at the HIVE Facility to
immediately commence mining of Ether for
the benefit of the Resulting Issuer, pursuant to the Master Services Agreement - see Part II
Information Concerning the Resulting Issuer Summary of Transactions Master Services
Agreement above for more detail ;

implement an investment strategy involving liquidation of a portion of mined coins as a ratio of


future forecasted expenses while holding the remainder as inventory to benefit from price
appreciation/volatility; and

in conjunction with Genesis, identify and evaluate the potential acquisition of additional
cryptocurrency data centres - see Part II Information Concerning the Resulting Issuer
Summary of Transactions Transaction Agreement above for more detail.

The above objectives may change at any time depending on market conditions. See Risk Factors.

Milestones

To accomplish the Resulting Issuer's stated business objectives, it is anticipated that the Resulting Issuer
will need accomplish the following milestones:

Develop and Improve Risk Management Processes. As the Company accumulates coins from
mining, and implements its investment strategy, the Company will continue to optimize and
strengthen its security around the receipt, storage and sale of coins. In addition the Company will
explore various insurance options to ensure that the assets of the Company are appropriately
safeguarded against risks.

Acquire Additional Facilities. The Letter of Intent and Transaction Agreement contemplate that
the Resulting Issuer may purchase additional data centres from Genesis in Iceland or Sweden. As
39

such, the Resulting Issuer may acquire additional data centres and use multiple data centres to
strategically mine and invest in Ether or other cryptocurrencies.

Establish Market Presence. The Resulting Issuer plans to establish a market presence within the
cryptocurrency industry to gain access to technological advancement updates, industry news, and
competitors in the industry. The Resulting Issuer will expand its network and establish
relationships that are mutually beneficial which will also allow the Resulting Issuer access to
identify future acquisition / partnership opportunities, including new technologies that may
complement the Resulting Issuers existing business.

The foregoing milestones may change due to market conditions. Please see "Risk Factors".

The HIVE Facility

Through the Transactions, the Resulting Issuer will become the owner of the Iceland Data Centre
Equipment (the HIVE Facility) hosted at a facility located in Reykjanes, Iceland, that will be managed by
Genesis under the Master Services Agreement. See Part II Information Concerning the Resulting
Issuer Summary of Transactions Master Services Agreement above for more detail.

The facility is strategically located in Reykjanes, Iceland, where electricity costs are low due to an
abundance of hydro power and geothermal energy in Iceland. According to Eurostat4 statistics, during the
second half of 2016, Icelands industry electricity cost was 0.065 (or CDN$0.096) per kilowatt hour,
making it the country with the fourth lowest electricity costs in the European Union.

Iceland tends to be cool year-round, with summer daytime temperature seldom rising above 25C. The
Resulting Issuer, therefore, will not have to incur substantial expenses in cooling mining equipment that is
prone to overheat.

The HIVE Facility consists of 2,301 graphic processing unit (GPU) mining rigs. Maintenance costs,
including electrical power, to be paid to Genesis, for operation of the HIVE Facility are expected to be
around US$144,650 per month. The maintenance costs will be part of the Master Services Agreement.

The GPU mining rigs have the capability to mine any GPU-based algorithm, including Ether, Monero and
Zcash, provided the appropriate programming is installed on the hardware. In the immediate future, the
Company plans to focus its mining efforts on Ether, while examining other altcoins for potential other
opportunities.

Genesis Optimization

The HIVE Facility are optimized for efficient cryptocurrency mining and will utilize Genesis Hive
(described below), Genesis proprietary monitoring tool for large-scale mining.

Genesis Hive is a web interface that enables users to set up and monitor their mining activities. Genesis
will utilize this tool as part of their maintenance services, as well as granting access to the Resulting
Issuer to enable the Resulting Issuer to remotely monitor the HIVE equipment. The tool allows users to
allocate hashpower to different cryptocurrencies. Genesis Hives shelf assignment technique allows the
user to remotely monitor its mining activities and detect problematic miners, keeping maintenance costs
to a minimum. Problematic miners tend to be those that are underperforming and not generating a

4
Eurostat Statistics Explained Electricity Prices, Second Half of Year, 2014-2016
40

sufficient return, which may include overheated miners or miners experiencing hashrate drops. With
Genesis Hive, one will be in constant control of its rigs and the Resulting Issuer can remotely monitor
them from one single dashboard. Detailed analytics, such as hashrates, temperatures, rig statuses,
calculated power consumption are also quickly accessible.

About Genesis

Genesis Mining Ltd. is a Hong Kong corporation with a head office located at Chinachem Century
Tower, 31/F, 178 Gloucester Road, Wanchai, Hong Kong. Genesis has a subsidiary in Iceland, Genesis
Mining Iceland ehf., located at Borgantuni 27, 105 Reykjavik, Iceland.

Genesis was founded in 2013 and operates a cryptocurrency cloud mining service that allows users to
easily and safely purchase hashpower without having to deal with complex hardware and software setup,
and is the largest cloud mining company in the world, with over 1 million customers. Genesis offers
hosted cryptocurrency cloud mining services, a variety of cloud mining-related solutions to small and
large scale investors, through mining farms and facilities located internationally. Genesis offers a
combination of algorithmic trading framework, mining infrastructure, and proprietary cloud mining farm-
management software, Genesis Hive. The founders include Jakov Dolic, a German entrepreneur, who is
the current head of sales.

Selected Pro Forma Financial Information

The following table contains certain financial information regarding the Resulting Issuer.

Pro Forma Statement of Financial Position:

Pro Forma Statement of Financial Position as


at June 30, 2017
Total assets $37,268,032
Total long and short term liabilities $174,516

See the Unaudited Pro Forma Statement of Financial Position of the Resulting Issuer as at June 30,
2017 included as Appendix E to this Filing Statement.

Description of Securities

The Resulting Issuers authorized capital will remain the same as the Companys. See Part I
Information Concerning the Company Description of Securities above for more detail.

Post-Transactions Capitalization

The following table sets out the fully-diluted share capital of the Resulting Issuer after giving effect to the
Equity Financing and completion of the Transactions:
41

Designation Amount Outstanding after


Amount Authorized
of Security giving effect to the Transactions
Resulting Issuer common shares(1) Unlimited 226,584,760
Resulting Issuer preferred shares Unlimited Nil
Resulting Issuer warrants to purchase 699,999
N/A
common shares
Resulting Issuer Options(2) N/A 22,633,000

Notes:
(1) As of the date this Filing Statement, the Company has 100,210,561 common shares issued and outstanding. Upon the
completion of the Transactions, the Resulting Issuer will issue 55,000,000 Resulting Issuer Shares in connection with
the Equity Financing, issue 67,975,428 Resulting Issuer Shares to Genesis as Transaction Shares, and issue 3,398,771
Resulting Issuer Shares as Transaction Finders Shares.
(2) Comprised of 22,633,000 Resulting Issuer Options to be issued upon Closing.

Fully Diluted Share Capital

The following table sets out the number and percentage of Resulting Issuer Shares which will be issued
upon closing of the Transactions on a fully diluted basis after giving effect to the Transactions:

Number of the Resulting Percentage


Issuer Shares of Total

Resulting Issuer Shares held by current


100,210,561 40.10%
Company shareholders

Resulting Issuer Options expected to be


22,633,000 9.06%
issued upon Closing

Resulting Issuer warrants to purchase


699,999 0.28%
common shares

Resulting Issuer Shares reserved for


issuance to the Equity Financing 55,000,000 22.01%
subscribers

Resulting Issuer Shares to be issued to


67,975,428 27.20%
Genesis as Transaction Shares

Resulting Issuer Shares to be issued to


3,398,771 1.36%
Genesis as Transaction Finders Shares.

Fully-Diluted 249,917,759 100%

Other than as disclosed above, no other securities will be outstanding which are convertible into, or
exchangeable for, Resulting Issuer Shares following the completion of the Transactions.
42

Available Funds and Principal Purposes

The Resulting Issuer is expected to have approximately CDN$3,665,000 in working capital available on
Closing. The Resulting Issuer is expected to use the funds available to it in furtherance of its stated
business objectives which are summarized in the table appearing below.

Estimated Amount

Sources of Funds:

Estimated working capital of the Company as at August 31, 2017 ($55,000)

Gross Proceeds from the Equity Financing $16,500,000

Estimated Revenues for the 12 month period following Closing NIL 1

Total Sources $16,445,000

Uses of Funds:

Estimated costs of the Transactions $1,504,000

To be paid to Genesis on Closing $11,276,0002

Estimated payments to Genesis under the Master Services Agreement for $2,175,000 3
the 12 month period following Closing

General and administrative expenses for the first 12 months $1,242,000

Unallocated working capital to fund ongoing operations $248,000

Total Uses $16,445,000

Notes:
(1) Based on computational capacity of the HIVE Facility, the historical Ether prices and observed Ether hash rates over
the period from June 2016 to June 2017, and assuming immediate sale of the Ether coins once mined, the net cash
contribution margin of the proceeds less monthly maintenance fee over this historical period would have been US$7
million.; the Company therefore believes future operations to be cash flow positive, however has presented $nil
revenues for the purposes of this table.
(2) Represents US$9,000,000 based on the indicative exchange rate on August 24, 2017 as reported by the Bank of
Canada for the conversion of U.S. dollars into Canadian dollars, being CDN$1.2529 equals US$1.00.
(3) Represents US$1,735,800 based on the indicative exchange rate on August 24, 2017 as reported by the Bank of
Canada for the conversion of U.S. dollars into Canadian dollars, being CDN$1.2529 equals US$1.00.

Based on current projections, the Resulting Issuers working capital available for funding ongoing
operations is expected to meet its expenses for a minimum period of 12 months commencing immediately
after the completion of the Transactions, assuming successful mining and sales of coins.

Notwithstanding the proposed uses of available funds discussed above, there may be circumstances
where, for sound business reasons, a reallocation of funds may be necessary. It is difficult, at this time, to
definitively project the total funds necessary to effect the planned activities of the Resulting Issuer. For
these reasons, management of the Resulting Issuer considers it to be in the best interests of the Resulting
43

Issuer and its shareholders to afford management a reasonable degree of flexibility as to how the funds
are employed among the uses identified above, or for other purposes, as the need arises. Further, the
above uses of available funds should be considered estimates. See Forward-Looking Information

Dividends

The Resulting Issuer does not currently intend to declare any dividends payable to the holders of the
Resulting Issuer shares. The Resulting Issuer has no restrictions on paying dividends, but if the Resulting
Issuer generates earnings in the foreseeable future, it expects that they will be retained to finance growth,
if any. The directors of the Resulting Issuer will determine if and when dividends should be declared and
paid in the future based upon the Resulting Issuers financial position at the relevant time.

Principal Securityholders

It is not anticipated that any Person will own of record or beneficially, directly or indirectly, or exercise
control or direction over, more than 10% of the Resulting Issuer Shares following the completion of the
Transactions other than:

Percentage of Issued and


Number of Shares Outstanding After Giving
Name of Shareholder and After Giving Effect to the Effect to the Transactions (on
Municipality of Residence Transactions a non-diluted basis) (1)
Genesis Mining Ltd.
67,975,428 30%
Hong Kong, China
Note:
(1) Based on 226,584,760 Resulting Issuer shares being outstanding on completion of the Transactions.

Directors, Officers and Promoters

The following table sets out the name, municipality and province of residence, position with the Resulting
Issuer, current principal occupation, the date such person became a director or officer of the Company,
and the number and percentage of Resulting Issuer common shares which will be beneficially owned,
directly or indirectly, or over which control or direction is proposed to be exercised, by each of the
Resulting Issuers proposed directors and officers following the completion of the Change of Business:

Anticipated Number
and Percentage of
Name, Province or State Date
Resulting Issuer
and Country of Served as
Present Principal Occupation, Shares owned or
Residence, and Position Director or
Business or Employment (1) controlled on
with the Resulting Officer
completion of the
Issuer (1) Since
Change of Business(1)
(2)

Frank Holmes(3)
Chief Executive Officer and Chief
Texas, USA August 23, 17,570,000(4) or
Investment Officer of U.S. Global
2017 7.75%
Investors
Chairman and Director
44

Anticipated Number
and Percentage of
Name, Province or State Date
Resulting Issuer
and Country of Served as
Present Principal Occupation, Shares owned or
Residence, and Position Director or
Business or Employment (1) controlled on
with the Resulting Officer
completion of the
Issuer (1) Since
Change of Business(1)
(2)

Business Consultant since August


Harry Pokrandt
2015.
BC, Canada
Former Managing Director of August 23,
4,640,000 or 2.05%
Macquarie Capital Markets Canada 2017
CEO, President and
Ltd. from September 1985 to August
Director
2015.
Olivier Roussy
Newton(3) Director of Novus Paradigm
August 23,
BC, Canada Technologies Corporation and 3,398,771 or 1.50%
2017
Disruptive Systems Ltd.
Director
Bjoern Arzt Managing Partner of the Logos Fund
Bavaria, Germany since January 2017. Former Director August 23,
Nil or 0%
of UniCredit Bank from May 2005 to 2017
Director January 2017.
Managing Partner of the Logos Fund
since January 2017. Former Director
of Real I.S. from September 2016 to
Tobias Ebel(3) January 2017.
Bavaria, Germany Former Director of UniCredit Bank August 23,
Nil or 0%
from February 2013 to September 2017
Director 2016.
Former Tax Manager of Ernst &
Young from August 2012 to January
2013.
Principal at Davidson & Company
LLP Chartered Professional
Accountants from September 2005
until September 2014
Jessica Van Den Akker
BC, Canada VP Finance, Meridian Mining SE August 23,
92,500 or 0.04%
from September 2014 until March 2017
CFO 2016

CFO and VP Finance, Fiore


Management and Advisory, from
January 2017 to present.
45

Anticipated Number
and Percentage of
Name, Province or State Date
Resulting Issuer
and Country of Served as
Present Principal Occupation, Shares owned or
Residence, and Position Director or
Business or Employment (1) controlled on
with the Resulting Officer
completion of the
Issuer (1) Since
Change of Business(1)
(2)

VP Corporate Finance, Fiore


Management and Advisory, from
Kristen Reinertson
September 2016 to present.
BC, Canada August 23,
205,000 or 0.09%
2017
Associate Corporate Finance, Fiore
Corporate Secretary
Management and Advisory, from
July 2007 to September 2016.

Note:

(1) The information as to the Province and Country of residence, principal occupation and shares beneficially owned, not
being within the knowledge of the Company, has been furnished by the respective directors or officers individually as
of September 13, 2017.

(2) Based on 226,584,760 Resulting Issuer shares being outstanding on completion of the Transactions.

(3) Member of the Audit Committee.

(4) Of which 570,000 shares will be issued to Mr. Holmes on Closing as a result of Mr. Holmes participation in the Equity
Financing.

At the completion of the Change of Business, it is anticipated that the directors and officers of the
Resulting Issuer, as a group, will beneficially own, directly or indirectly, or exercise control or direction
over, an aggregate of 25,906,271 Resulting Issuer shares, representing 11.43% of the issued and
outstanding Resulting Issuer shares on an undiluted basis. Each directors term of office shall expire at the
next annual meeting of the Resulting Issuer shareholders unless re-elected at such meeting.

Harry Pokrandt, President, CEO and Director

Mr. Pokrandt has over three decades of experience in Canadas capital markets, and recently retired from
Macquarie Capital Markets Canada Ltd. after a successful career as a trader, underwriter and investment
banker. Formerly, Mr. Pokrandt was managing director for a major international investment banking
firm, leading its metals and mining group at its Vancouver office. He was previously involved with
resource-focused investment bank boutique Orion Securities Inc., where he worked in institutional sales
for over 20 years. Mr. Pokrandt has worked on numerous financing and advisory assignments in the
metals and mining sector. Currently, Mr. Pokrandt also serves as a director for a number of TSXV-listed
companies, such as: Sandspring Resources Ltd (TSXV: SSP), Lithium X Energy Corp. (TSXV:LIX ),
BQ Metals Corp. (TSXV:BQ), and Fiore Exploration Ltd. (TSXV:F). Mr. Pokrandt was a member of the
presidents council for the International Crisis Group from 2010 to 2013, and has been actively involved
in the local advisory committee for the Exchange since 2013. He is also on the Board of Directors for the
Big Brothers of Greater Vancouver Foundation. Mr. Pokrandt is 57 years old as of the date of this Filing
Statement.

Frank Holmes, Chairman and Director


46

Mr. Holmes is chief executive and chief investment officer at U.S. Global Investors, Inc., which
specializes in natural resources and emerging markets investing. As chief investment officer at U.S.
Global, he oversees an investment team whose mutual funds have won more than two dozen Lipper Fund
Awards and certificates since 2000. Mr. Holmes was named 2006 Mining Fund Manager of the Year
by Mining Journal. He is co-author of the book The Goldwatcher: Demystifying Gold Investing and has
written investment articles for investment-focused publications. Mr. Holmes is also a regular contributor
to a number of investor-education websites. Mr. Holmes holds a bachelors degree in economics from
the University of Western Ontario. He also served as the former president and chairman of the Toronto
Society of the Investment Dealers Association.

Bjoern Arzt, Director

Mr. Arzt has been working in the finance industry since 2000, serving different managerial functions
both in legal as well as in structuring/investment banking positions. He began his career as legal counsel
with Clifford Chance LLP (London/Frankfurt) where he worked in the structured finance/asset-backed
securities department from 2000 to 2006. Mr. Arzt worked as a structurer for a major European
investment bank for over 10 years. His role involved both the capital markets side as well as the
origination and asset side of various types of secured structures. Mr. Arzt has been working in the
cryptocurrency industry since 2012 and has helped develop and extend the cryptocurrency mining
activities of Genesis. He is also a managing partner of Logos Fund, a specialized alternative investment
fund dedicated to investing into a range of blockchain and cryptocurrency-related investment
opportunities.

Tobias Ebel, Director

Mr. Ebel has more than 10 years of professional experience in the funds industry and is a specialist
lawyer for legal, regulatory, tax, accounting & structuring aspects of investment funds. Mr. Ebel worked
as a legal & tax advisor in a top law firm in Berlin from 2004 to 2010, specializing in the area of closed-
end funds, focusing particularly on private equity, venture capital, and real estate funds. Mr. Ebel is also a
managing partner of Logos Fund.

Olivier Roussy Newton, Director

Mr. Roussy Newton is a technology entrepreneur and a partner at Latent Capital, an investment fund
focused on early to mid-stage opportunities in quantum computing, financial technology, and
bioinformatics.

Jessica Van Den Akker, Chief Financial Officer

Ms. Van Den Akker is a Chartered Professional Accountant with over 11 years of experience in the
resource sector. She gained extensive experience through Davidson & Company LLP Chartered
Professional Accountants providing reporting and accounting assurance services to publicly-traded
companies, primarily in natural resources. Ms. Van Den Akker is a graduate of Simon Fraser University
where she received a Bachelor of Business Administration. Ms. Van Den Akker is 35 years old as of the
date of this Filing Statement.

Kristen Reinertson, Corporate Secretary

Ms. Reinertson has 10 years of experience in corporate administration and financial advisory services in
the natural resource sector through her role as VP Corporate Finance of Fiore Management & Advisory
Corp. She specializes in assisting Canadian public companies with their continuous disclosure obligations
47

and regulatory compliance and she has been CFO & Corporate Secretary of three TSXV-listed
companies. Ms. Reinertson studied at Simon Fraser University and British Columbia Institute of
Technology. Ms. Reinertson is 37 years old as of the date of this Filing Statement.

Management

On Closing, the management team of the Resulting Issuer is expected to be comprised of Harry Pokrandt
as Chief Executive Officer and Jessica Van Den Akker as Chief Financial Officer. It is anticipated that
Board of the Resulting Issuer will consist of Harry Pokrandt, Frank Holmes, Olivier Roussy Newton,
Bjoern Arzt and Tobias Ebel.

None of the directors or officers listed above have entered into non-competition or non-disclosure
agreements with the Company or proposes to enter into such an agreement with the Resulting Issuer.

Promoters

None.

Corporate Cease Trade Orders or Bankruptcies

None of the above directors or officers, or securityholder anticipated to hold a sufficient number of
securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, within 10 years
before the date of this Filing Statement, has been, a director, officer or promoter of any person or
company that, while that person was acting in that capacity,

(1) was the subject of a cease trade or similar order, or an order that denied the other
issuer access to any exemptions under applicable securities law, for a period of more
than 30 consecutive days, state the fact and describe the basis on which the order was
made and whether the order is still in effect; or

(2) became bankrupt, made a proposal under any legislation relating to bankruptcy or
insolvency or was subject to or instituted any proceedings, arrangement or
compromise with creditors or had a receiver, receiver manager or trustee appointed to
hold its assets, state the fact.

Penalties or Sanctions

No proposed director or officer of the Resulting Issuer, or a securityholder anticipated to hold sufficient
securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, has

(3) been subject to any penalties or sanctions imposed by a court relating to securities
legislation or by a securities regulatory authority or has entered into a settlement
agreement with a securities regulatory authority; or

(4) been subject to any other penalties or sanctions imposed by a court or regulatory
body, including a self regulatory body, that would be likely to be considered
important to a reasonable securityholder making a decision about the Change of
Business.
48

Personal Bankruptcies

No proposed director or officer of the Resulting Issuer, or a securityholder anticipated to hold sufficient
securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, or a personal
holding company of any such persons, has, within the 10 years before the date of this Filing Statement,
become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been
subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver,
receiver manager or trustee appointed to hold the assets of the director, officer or Promoter.

Conflicts of Interest

Some of the individuals proposed for appointment or acting as directors or officers of the Resulting Issuer
upon the completion of the Transactions are also directors, officers and/or Promoters of other reporting
and non-reporting issuers. Except as disclosed below, as of the date of this Filing Statement and to the
knowledge of the directors and officers of the Company, there are no existing conflicts of interest
between the Resulting Issuer and any of the individuals acting as directors or officers following the
Company AGM.

At the Company AGM, Bjoern Arzt, an advisor to Genesis, and Tobias Ebel, an advisor to Genesis, were
elected directors of the Company.

Conflicts of interest will be subject to, and will be resolved in accordance with, the procedures and
remedies under the BCBCA.

Other Reporting Issuer Experience

The following table sets out the proposed directors and officers of the Resulting Issuer that are, or have
been within the last five years, directors, officers or promoters of other reporting issuers:

To - From
Name Name of Reporting Issuer Position (MM/YYYY)
Harry Pokrandt BQ Metals Corp. CEO, President & Director 12/2016 Present
Lithium X Energy Corp. Director 11/2015 Present
Fiore Exploration Ltd. Director 08/2016 Present
Sandspring Resources Ltd. Director 09/2015 Present
Frank Holmes None N/A N/A

Olivier Roussy Newton None N/A N/A

Bjoern Arzt None N/A N/A

Tobias Ebel None N/A N/A

Jessica Van Den Akker Fiore Exploration Ltd. CFO 01/2017 Present
Pentanova Energy Corp CFO 01/2017 04/2017
(formerly PMI Resources Ltd)
Klondike Gold Corp. CFO 01/2017 Present
Rusoro Mining Ltd. CFO 01/2017 Present
Sandspring Resources Ltd CFO 01/2017 Present
Uracan Resources Ltd CFO 01/2017 Present
49

Kristen Reinertson BQ Metals Corp. CFO & Corporate Secretary 12/2016 Present
Lithium X Energy Corp. CFO & Corporate Secretary 04/2013 11/2015
(formerly Royce Resources Corp.)
Uracan Resources Ltd. Corporate Secretary 01/2017 Present

Executive Compensation

As of the date of this Filing Statement, and other than as disclosed below and under Options to Purchase
Securities, the anticipated compensation for each of the Resulting Issuers three most highly
compensated executive officers, in addition to the proposed Chief Executive Officer and Chief Financial
Officer for the 12 month period after giving effect to the Transaction is not known. It is anticipated that
following Closing, the Resulting Issuer will negotiate and settle on terms of a definitive engagement with
Mr. Harry Pokrandt, or an entity controlled by Mr. Pokrandt in connection with Mr. Pokrandts service as
an executive officer of the Resulting Issuer.

Incentive Plan Awards

Option-based awards

The Resulting Issuer intends on granting stock options under the Company Stock Option Plan at Closing.
See Part II Information Concerning the Resulting Issuer Options to Purchase Securities below for
more detail, and see Part I Information Concerning the Company - Stock Option Plan above for
more detail on the Company Stock Option Plan.

In addition the above, the Resulting Issuer will likely grant future option-based awards, being awards
under the Company Stock Option Plan, including, for greater certainty, by granting stock options to its
directors, officers, employees, consultants and charities. The timing, amounts, exercise price of these
future option-based awards are not yet determined. See Forward Looking Statements.

Pension Plan Benefits

During the 12 month period post-Closing, it is not expected that the Resulting Issuer will provide for
defined benefit plans or defined contribution plans, being plans that provide for payments or benefits at,
following, or in connection with retirement, or provide for deferred compensation plans. See Forward-
Looking Information.

Compensation of Directors

It is not anticipated that the directors of the Resulting Issuer will be paid fees for their services, however,
the amounts of such fees will be determined in the discretion of the Board of Directors of the Resulting
Issuer following completion of the Change of Business.

It is also expected that the Resulting Issuer will grant stock options to directors in recognition of the time
and effort that such directors devote to the Resulting Issuer. The timing, amounts, exercise price of these
future option-based awards are not yet determined.
50

Indebtedness of Directors and Officers

No individual who: (a) is a director or officer of the Resulting Issuer; (b) at any time during the most
recently completed financial year of the Company, was a director or officer of the Company or (c) is an
Associate of any of the foregoing, is either: (i) indebted to the Company or any of its subsidiaries; or (ii)
indebted to another entity with such indebtedness being the subject of a guarantee, support agreement,
letter of credit or other similar arrangement or understanding provided by the Company or any of its
subsidiaries.

Investor Relations Arrangements

The Company entered into an investor relations agreement dated August 29, 2017 (the Investor
Relations Agreement) with Future Money Trends, LLC (FMT) pursuant to which FMT has agreed to
provide the Company with marketing services. The term of the Investor Relations Agreement is for three
years, commencing on September 1, 2017. The Resulting Issuer has the right to terminate the agreement
at any time. In consideration for the services rendered by FMT to the Resulting Issuer, the Resulting
Issuer will issue to FMT and the FMTs affiliates an aggregate amount of 1,333,000 stock options to
purchase Resulting Issuer Shares. See Options to Purchase Securities below for details regarding the
anticipated Resulting Issuer Option grants in connection therewith.

Options to Purchase Securities

Other than as disclosed below in connection with the Closing of the Transactions, there are no options to
purchase Resulting Issuer Shares that are outstanding as of the date of this Filing Statement. The
Resulting Issuer reserves the right to grant Resulting Issuer Options to directors, officers, employees
consultants and charities subsequent to completion of the Change of Business, with the exercise price and
amount to be determined by the Board of Directors.

At Closing, the Resulting Issuer intends on granting stock options under the Company Stock Option Plan
to purchase an aggregate of 22,633,000 Resulting Issuer Shares. It is expected that at Closing, there will
be 22,633,000 Resulting Issuer Options and 226,584,760 Resulting Issuer Shares outstanding. It is
expected that the 22,633,000 Resulting Issuer Options will have an exercise price of $0.30, will fully vest
on grant and will have a term of 10 years, except for 1,333,000 Resulting Issuer Option grants anticipated
to be made under an Investor Relations Arrangement (see above Investor Relations Arrangement),
which will have a term of 5 years and are anticipated to vest 25% three months following the date of
grant, 25% twelve months following the date of grant, 25% twenty-four months following the date of
grant and 25% thirty-six months following the date of grant.

Additionally, there will be 699,999 outstanding warrants to purchase Resulting Issuer Shares. See Part I
Information Concerning the Company Description of Securities Warrants above for more detail.

Other than the foregoing, no other securities will be outstanding which are convertible into, or
exchangeable for, Resulting Issuer Shares following the completion of the Transactions.

Upon Closing, the outstanding Resulting Issuer Options will be held under the Company Stock Option
Plan by:
51

Number of
Resulting Issuer
Group / Other Optionee Options
All proposed officers of the Resulting Issuer, as a group 3,750,000
All proposed directors of the Resulting Issuer who are not also officers, as a group 10,000,000
All consultants (including investor relations arrangements) of the Resulting Issuer, as a 7,133,000
group
All employees of the Resulting Issuer, as a group 250,000
Charities 1,500,000

There are no assurances that the options described above will be exercised in whole or in part. There are
no options being granted to Insiders other than as detailed above.

Stock Option Plan

The stock option plan of the Resulting Issuer will be the Company Stock Option Plan. For a description
of the Company Stock Option Plan, see the heading Part I - Information Concerning the Company -
Stock Option Plan.

Escrowed Securities

Pursuant to the Resulting Issuer Escrow Agreement, 75,874,199 Resulting Issuer Shares will be held in
escrow pursuant to the Resulting Issuer Escrow Agreement, with Computershare as escrow agent.

The following table lists the names of the shareholders of the Resulting Issuer who will hold Resulting
Issuer Escrow Shares following the completion of the Transactions, which shares will be subject to Value
Escrow (as that term is defined in the policies of the Exchange).

Number of Securities Held in Escrow (Percentage of Class)


Resulting Issuer Shares Resulting Issuer Shares After
Prior to Giving Effect to Giving Effect to the
the Transactions Transactions

Number of Number of
Securities Securities to
Designation Held in Percentage be held in Percentage
Name and Municipality of
of Class Escrow of Class escrow of Class (1)
Residence of Securityholder
Genesis Mining Ltd. Common Nil. 0.00% 67,975,428 30.00%
Hong Kong, China shares
Harry Pokrandt Common Nil. 0.00% 4,500,000 1.99%
BC, Canada shares
Olivier Roussy Newton Common Nil. 0.00% 3,398,771 1.50%
BC, Canada shares
TOTAL: 75,874,199 33.49%

Notes:
1. Based on 226,584,760 Resulting Issuer shares being outstanding on completion of the Transactions.
52

The schedule of release of the Resulting Issuer Escrow Shares that are Value Shares (as that term is
defined in the policies of the Exchange) is as follows:

Percentage of Total Resulting Issuer Escrow


Release Dates Shares to be Released

at the time of the Final Exchange Bulletin 10%


6 months after the Final Exchange Bulletin 15%
12 months after the Final Exchange Bulletin 15%
18 months after the Final Exchange Bulletin 15%
24 months after the Final Exchange Bulletin 15%
30 months after the Final Exchange Bulletin 15%
36 months after the Final Exchange Bulletin 15%

Transfer of Resulting Issuer Escrow Shares

Where shares subject to escrow are to be held by a company or trust, such company or trust will be
required to agree not to carry out, while its shares are in escrow, any transaction that would result in the
change of control of the Resulting Issuer. Any such company will be required to further undertake to the
Exchange that, to the extent reasonably possible, it will not permit or authorize any issuance or transfer of
securities which could reasonably result in a change of control of the Resulting Issuer.

All holders of Resulting Issuer Escrow Shares must obtain Exchange consent to transfer such shares,
other than in specified circumstances set out in the Resulting Issuer Escrow Agreement.

Pooling Arrangements

73,910,115 Resulting Issuer Shares are subject to a pooling arrangement whereby one third will be
released on each of November 15, 2017, February 15, 2018 and May 15, 2018.

Auditors

The auditor of the Resulting Issuer will be Saturna Group Chartered Professional Accountants LLP,
located at Oceanic Plaza Towers, 1066 West Hastings Street, Suite 1250, Vancouver, BC, V6E 3X1.

Transfer Agent and Registrar

The transfer agent and registrar of the Resulting Issuer will be Computershare Investor Services Inc. 510
Burrard St, Vancouver, BC V6C 3B9.

PART III - GENERAL MATTERS

Sponsor

Pursuant to the Sponsorship Agreement dated June 22, 2017, the Company has engaged PI Financial
Corp. of 666 Burrard Street, 19th Floor, Vancouver, BC to act as sponsor with respect to the proposed
Transactions for consideration of $75,000, and reimbursement of reasonable legal fees and disbursements,
and reasonable out-of-pocket expenses.
53

Relationships

Except as disclosed herein, there are no actual or anticipated agreements with any registrant to provide
sponsorship or corporate finance services either now or in the future.

Experts

The audited financial statements of the Company for the fiscal years ended March 31, 2017, 2016 and
2015 described or included in this Filing Statement were audited by Saturna Group Chartered
Professional Accountants LLP.

Saturna Group Chartered Professional Accountants LLP, does not beneficially own, directly or indirectly,
any securities; nor does it have any interest in the property of the Company or the Resulting Issuer (on
Closing). Moreover, none of the foregoing Persons or any of their respective directors, officers or
employees is, or expects to be, elected, appointed or employed as a director, officer or employee of the
Resulting Issuer or its Associates or Affiliates.

Saturna Group Chartered Professional Accountants LLP, are the auditors of the Company and have
confirmed that they are independent with respect to the Company within the meaning of the relevant rules
and related interpretations prescribed in the relevant professional bodies in Canada and any applicable
legislation or regulation.

The Sponsor has advised that neither it nor any members of its pro group currently hold, directly or
indirectly, more than 1% of any securities of the Company or Genesis or any Associate or Affiliate of the
Company or Genesis. Moreover, none of the foregoing Persons nor any of their respective directors,
officers or employees is, or expects to be, elected, appointed or employed as a director, officer or
employee of the Resulting Issuer or its Associates or Affiliates.

Other Material Facts

There are no other material facts about the Company or the Resulting Issuer that are not disclosed
elsewhere in this Filing Statement.

Board Approval

The contents and sending of this Filing Statement have been approved by the Board of Directors of the
Company. Where information contained in this Filing Statement rests particularly within the knowledge
of a Person other than the Company, the Company has relied upon information furnished by such Person.
In particular, all information contained in this Filing Statement with respect to Genesis Mining Ltd. was
supplied by Genesis Mining Ltd. for inclusion herein.
C-1

CERTIFICATE OF LEETA GOLD CORP.

The foregoing document constitutes full, true and plain disclosure of all material facts relating to the
securities of Leeta Gold Corp. (Leeta), assuming completion of the Transactions (as that term is
defined in the Filing Statement of Leeta dated September 13, 2017).

DATED: September 13, 2017

Harry Pokrandt Jessica Van Den Akker


Harry Pokrandt, Chief Executive Officer Jessica Van Den Akker, Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF LEETA

Frank Holmes Olivier Roussy Newton


Frank Holmes, Director Olivier Roussy Newton, Director
C-2

CERTIFICATE OF SPONSOR

To the best of our information and belief, the foregoing constitutes full, true and plain disclosure of all
material facts relating to Leeta Gold Corp. (Leeta) assuming completion of the Transaction (as that
term is defined in the Filing Statement of Leeta dated September 13, 2017).

DATED: September 13, 2017

PI FINANCIAL CORP.

Blake Corbet
Blake Corbet, Managing Director Investment
Banking
ACKNOWLEDGEMENT

ACKNOWLEDGEMENT OF PERSONAL INFORMATION

Personal Information means any information about an identifiable individual, and includes information
contained in any Items in the attached filing statement that are analogous to Items 4.2, 11, 13.1, 16, 18.2,
19.2, 24, 25, 27, 32.3, 33, 34, 35, 36, 37, 38, 39, 41 and 42 of the Exchange Form 3D2, as applicable.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each
individual to:

(a) the disclosure of Personal Information by the undersigned to the TSX-V (as defined in
Appendix 6B) pursuant to the Form 3D2; and

(b) the collection, use and disclosure of Personal Information by the TSX-V for the purposes
described in Appendix 6B or as otherwise identified by the TSX-V, from time to time.

ON BEHALF OF THE BOARD OF DIRECTORS OF LEETA GOLD CORP.

Harry Pokrandt
Harry Pokrandt,
Chief Executive Officer and a Director
A-1

APPENDIX A

UNAUDITED FINANCIAL STATEMENTS OF LEETA GOLD CORP.

For the three month period ended June 30, 2017


A-2
A-3
A-4
A-5
A-6
A-7
A-8
A-9
A-10
B-1

APPENDIX B

AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF LEETA GOLD CORP.

For the years ended March 31, 2017 and 2016


B-2
B-3
B-4
B-5
B-6
B-7
B-8
B-9
B-10
B-11
B-12
B-13
B-14
B-15
B-16
B-17
B-18
B-19
B-20
B-21
C-1

APPENDIX C

AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF LEETA GOLD CORP.

For the years ended March 31, 2015 and 2014


C-2
C-3
C-4
C-5
C-6
C-7
C-8
C-9
C-10
C-11
C-12
C-13
C-14
C-15
C-16
C-17
C-18
C-19
C-20
D-1

APPENDIX D

MD&A OF LEETA GOLD CORP.

For the three month period ended June 30, 2017 and the financial year ended March 31, 2017
D-2
D-3
D-4
D-5
D-6
D-7
D-8
D-9
D-10
D-11
D-12
D-13
E-1

APPENDIX E

UNAUDITED PRO FORMA STATEMENT OF FINANCIAL POSITION OF THE


RESULTING ISSUER AS AT JUNE 30, 2017
E-2
E-3
E-4
E-5