EX-99.2 3 exh_992.htm EXHIBIT 99.2

Exhibit 99.2

 

EARLY WARNING REPORT FILED PURSUANT TO

PART 3 OF NATIONAL INSTRUMENT 62-103

 

Form 62-103F1

 

Required Disclosure under the Early Warning Requirements

 

Item 1 – Security and Reporting Issuer

 

1.1State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

 

Digihost Technology Inc. (the “Issuer”)

 

The registered head office of the Issue is:

 

18 King Street East, Suite 902

Toronto, Ontario

M5C 1C4

 

1.2State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

 

Mr. Michel Amar purchased subordinate voting shares of the Issuer (the “SV Shares”) through the facilities of NASDAQ.

 

Item 2 – Identity of the Acquiror

 

2.1State the name and address of the acquiror.

 

Michel Amar (the “Acquiror”)

1001 East Delavan Avenue

Buffalo, NY

14215

 

2.2State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

 

On September 2, 2022, the Acquiror, through a series of acquisitions conducted through the facilities of NASDAQ, acquired an aggregate of 55,344 SV Shares (the “Series of Acquisitions”).

 

2.3State the names of any joint actors.

 

Not applicable.

 

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Item 3 – Interest in Securities of the Reporting Issuer

 

3.1State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror’s securityholding percentage in the class of securities.

 

The Acquiror acquired, through the Series of Acquisitions, 55,344 SV Shares at an average price of approximately US$0.71 per SV Share, for aggregate total consideration of US$39,328.55.

 

Immediately prior to the Series of Acquisitions, the Acquiror owned directly or indirectly 4,803,928 SV Shares and 3,333 proportionate voting shares of the Issuer (the “PV Shares”), or approximately 17.16% of the then issued and outstanding SV Shares on an undiluted basis and approximately 19.09% on a partially diluted basis.

 

Following the Series of Acquisitions, the Acquiror owns directly or indirectly 4,859,272 SV Shares and 3,333 PV Shares, or approximately 17.36% of the issued and outstanding SV Shares on an undiluted basis and approximately 19.28% on a partially diluted basis.

 

Since the filing of the Acquiror’s previous report on March 1, 2021, the capital of the Issuer increased and as a result, the Acquiror’s holdings in the securities of the Issuer have decreased by more than 2% of the issued and outstanding SV Shares, which triggered the requirement to file this report.

 

3.2State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file this report.

 

See Item 2.2.

 

3.3If the transaction involved a securities lending arrangement, state that fact.

 

Not applicable.

 

3.4State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

 

See Item 3.1.

 

3.5State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which

 

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(a)the acquiror, either alone or together with any joint actors, has ownership and control,

 

See Item 3.1.

 

(b)the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and

 

Not applicable.

 

(c)the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

 

Not applicable.

 

3.6If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings.

 

Not applicable.

 

3.7If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.

 

State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.

 

Not applicable.

 

3.8If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

 

Not applicable.

 

Item 4 – Consideration Paid

 

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4.1State the value, in Canadian dollars, of any consideration paid or received per security and in total.

 

See Item 3.1.

 

4.2In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

 

Not applicable.

 

4.3If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

 

Not applicable.

 

Item 5 – Purpose of the Transaction

 

State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

 

(a)the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;

 

(b)a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;

 

(c)a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

 

(d)a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

 

(e)a material change in the present capitalization or dividend policy of the reporting issuer;

 

(f)a material change in the reporting issuer’s business or corporate structure;

 

(g)a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;

 

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(h)a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

 

(i)the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;

 

(j)a solicitation of proxies from securityholders;

 

(k)an action similar to any of those enumerated above.

 

The SV Shares were acquired by the Acquiror for investment purposes, and depending on market and other conditions, the Acquiror may from time to time in the future increase or decrease his ownership, control or direction over securities of the Issuer, through market transactions, private agreements, or otherwise.

 

Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

 

Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

 

Not applicable.

 

Item 7 – Change in Material Fact

 

If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.

 

Not applicable.

 

Item 8 – Exemption

 

If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

 

Not applicable

 

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Item 9 – Certification

 

The acquiror must certify that the information in this report is true and complete in every respect. In the case of an agent, the certification is based on the agent’s best knowledge, information and belief but the acquiror is still responsible for ensuring that the information filed by the agent is true and complete.

 

This report must be signed by each person on whose behalf the report is filed or his or her authorized representative.

 

It is an offence to submit information that, in a material respect and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue.

 

Certificate

 

The certificate must state the following:

 

I, as the acquiror, certify, or I, as the agent filing this report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

 

 

Date: September 7, 2022

 

 

  Per: (signed) “Michel Amar”
    Michel Amar

 

 

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