HUMBL ANNOUNCES ENTRY INTO AGREEMENT TO ACQUIRE AGORA DIGITAL IN ALL STOCK TRANSACTION
COMBINED FINTECH COMPANY WOULD OFFER A SUITE OF CONSUMER AND ENTERPRISE BLOCKCKHAIN PRODUCTS, ALONG WITH DIGITAL ASSET MINING SOLUTIONS
HUMBL CONTINUING STRATEGIC PLAN TO TAKE STEPS NEEDED TO UPLIST TO A NATIONAL EXCHANGE
San Diego, California, Aug. 11, 2022 (GLOBE NEWSWIRE) -- HUMBL, Inc. (“HUMBL” or the “Company”) (OTC Markets: HMBL) announced today that it has executed a definitive agreement to acquire Agora Digital Holdings, Inc. (“Agora Digital”), a blockchain technology company focused on Bitcoin mining. Agora Digital is a majority owned subsidiary of Ecoark Holdings, Inc. (“Ecoark”) (NASDAQ: ZEST).
The closing of the acquisition is subject to satisfaction of certain closing conditions. The primary closing condition is that Ecoark and its executive team are required to source a minimum of $10,000,000 in capital for HUMBL prior to the transfer of ownership of Agora Digital to HUMBL. The owners of Agora Digital would receive $60,000,000 in a new class of preferred stock in consideration for selling their interests in Agora Digital. Additional details will be provided at a future date via a Form 8-K to be filed by the Company with the definitive agreement and other transaction documents.
HUMBL believes this acquisition will be beneficial for two primary reasons. First, Agora Digital has secured significant power contracts and has developed scalable infrastructure for Bitcoin mining in an ESG sensitive manner. Upon securing the funding required to close, a portion of those funds can be used to generate revenues for HUMBL through Bitcoin mining. Second, Agora Digital’s management team has deep experience running public companies and has gone through the exchange uplisting process. They are being brought on specifically to lead the uplisting of HUMBL to a national securities exchange.
Upon completion of the transaction, Brad Hoagland will be appointed as CEO and Brian Foote will move to an Executive Chairman role. Brad will focus on running day-to-day operations and leading the uplisting process. Brian will still be intimately involved with HUMBL and will be freed up to focus on product ideation, design, sales, business development, blockchain technology, media relations and creating and implementing the Company’s strategic vision.
“Agora Digital provides an instant entry for HUMBL into digital asset mining,” said Brian Foote, Chairman and CEO of HUMBL. “Furthermore, with the addition of Brad Hoagland, CEO of Agora Digital, HUMBL obtains a C-Level executive who has successfully uplisted a company from the OTC to a national securities exchange and has acted as an officer of a NASDAQ company. This transaction is the next step of the strategic plan to put HUMBL in the best position to apply to uplist to a national securities exchange and deliver a full Web 3 stack of consumer, enterprise and mining products into the public markets.”
“We believe that decentralized blockchain technologies will be a significant driver of financial market innovation over the next decade,” said Brad Hoagland, CFA, CEO of Agora and Board Member of HUMBL. “HUMBL’s Web3 consumer and enterprise product stacks are the perfect complement to Agora’s power infrastructure and digital asset mining capabilities. I am looking forward to taking a key role in the new combined company in order to position HUMBL for long-term success across a full stack of blockchain products and services in the public markets.”
About HUMBL
HUMBL is a Web 3, blockchain platform with consumer products and commercial services.
About Agora Digital
Agora Digital is a Bitcoin mining and blockchain technology company with power contracts and scalable infrastructure in West Texas. The company is pursuing bitcoin mining projects in both North and South America.
Safe Harbor Statement
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by the use of the words "may," "will," "should," "plans," "expects," "anticipates," "continue," "estimates," "projects," "intends," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, the Company's ability to successfully execute its expanded business strategy, including by entering into definitive agreements with suppliers, commercial partners and customers; general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technical advances and delivering technological innovations, shortages in components, production delays due to performance quality issues with outsourced components, regulatory requirements and the ability to meet them, government agency rules and changes, and various other factors beyond the Company's control.
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