BitNile Holdings Announces Conference Call to Provide an Update on TurnOnGreen Special Dividend

BitNile Holdings, Inc. (NYSE American: NILE), a diversified holding company (“BitNile” or the “Company”), will host a conference call at 2:00 PM Pacific Time on Tuesday, September 6, 2022, to provide an update on the status of the planned spinoff of the Company’s subsidiary, TurnOnGreen, Inc., an electronic vehicle (“EV”) charging and power solutions company (“TurnOnGreen”) and the planned distribution of TurnOnGreen’s securities to BitNile’s stockholders.

March 21, 2022 Announcement

On March 21, 2022, BitNile announced that it and TurnOnGreen entered into a securities purchase agreement (the “SPA”) with Imperalis Holding Corp. (OTC Pink: IMHC) (“Imperalis”), a publicly traded subsidiary of BitNile, whereby TurnOnGreen will, upon closing, become a subsidiary of Imperalis (the “Acquisition”).

Upon completion of the Acquisition, which is contingent upon the completion of an audit of TurnOnGreen, and each party’s satisfaction or waiver of certain customary closing conditions set forth in the SPA, Imperalis will change its name to TurnOnGreen and, through an upstream merger whereby the current TurnOnGreen shall cease to exist, have two operating subsidiaries, TOG Technologies Inc. and Digital Power Corporation. Promptly following the closing of the Acquisition, Imperalis will dissolve its three dormant subsidiaries. Subsequent to the Acquisition, BitNile will assist TurnOnGreen in pursuing an uplisting to the Nasdaq Capital Market, subject to Nasdaq’s seasoning rules and other criteria for listing.

After completion of the Acquisition, the Company anticipates that stockholders of BitNile will receive a dividend of securities of TurnOnGreen. BitNile expects to distribute to BitNile stockholders approximately 140 million shares of Imperalis common shares and an equal number of warrants to purchase additional shares of Imperalis common stock.

Update Call

The update call will be open to the public. Stockholders, investors, and interested parties who would like to participate in the webcast should use the following link to register in advance. Registration link: https://us06web.zoom.us/webinar/register/WN_qqYTeE06SbCyIIgYF5QV7A

Please direct any questions regarding obtaining access to the conference call to BitNile via e-mail, at IR@BitNile.com, or by calling 1-888-753-2235.

For more information on TurnOnGreen’s product line, please visit www.TurnOnGreen.com.

For more information on BitNile and its subsidiaries, BitNile recommends that stockholders, investors, and any other interested parties read BitNile’s public filings and press releases available under the Investor Relations section at www.BitNile.com or available at www.sec.gov.

About BitNile Holdings, Inc.

BitNile Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, BitNile owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma and textiles. In addition, BitNile extends credit to select entrepreneurial businesses through a licensed lending subsidiary. BitNile’s headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.BitNile.com.

About TurnOnGreen, Inc.

TurnOnGreen Inc. designs and manufactures innovative, feature-rich, and top-quality power products for mission-critical applications, lifesaving and sustaining applications spanning multiple sectors in the harshest environments. The diverse markets we serve include defense and aerospace, medical and healthcare, industrial, telecommunications and e-Mobility. TurnOnGreen brings decades of experience to every project, working with our clients to develop leading-edge products to meet a wide range of needs. TurnOnGreen’s headquarters are located at Milpitas, CA; www.TurnOnGreen.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at www.BitNile.com.

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CoinSmart announces new Chief Compliance Officer, AGM Voting Results and provides Corporate Update

CoinSmart Financial Inc. (“CoinSmart” or “CFI”) (NEO: SMRT) (FSE: IIR), a leading Canadian-headquartered crypto asset trading platform, announced today that Sheereen Khan has joined CoinSmart as Chief Compliance Officer. 

Prior to joining CoinSmart Ms. Khan held senior compliance positions with Coinberry Ltd., Laurentian Bank Financial Group, JP Morgan Chase and Bank of Montreal.  She will replace Jeremy Koven who acted as Interim Chief Compliance Officer following the departure of Joe Tosti.

Annual General Meeting Results

CoinSmart also announced that all resolutions considered by the shareholders at the Annual General Meeting of Shareholders (the “Meeting“) previously held on June 29, 2022 were passed.

Voting as to each of the director nominees were as follows:

DirectorFor%Withheld%
Alexa Abiscott27,814,12499.99 %3,2830.01 %
Jeffrey Haas27,813,92499.99 %3,4830.01 %
Justin Hartzman27,813,12499.98 %4,2830.02 %
Jeremy Koven27,814,12499.99 %3,2830.01 %
G. Scott Paterson27,814,12499.99 %3,2830.01 %

Please refer to the report of voting results filed under CFI’s profile at www.sedar.com for the detailed results of all matters voted upon by shareholders at the Meeting.

Corporate Update

CoinSmart recently launched SmartPay, the easiest way for businesses to send and accept crypto payments. This payment processing service guarantees no chargebacks, no holds, same day settlements, and up to 80% cost savings, compared to traditional payment methods like credit cards.  It is estimated that there are over 300 million crypto users worldwide. Also, over 75% of global retailers plan to accept crypto over the next 24 months, making crypto more mainstream than ever. Moreover, crypto payment processing eliminates chargebacks, which is currently a $125 billion problem in the world of payment processing.

CoinSmart also became the first crypto platform to receive an Online Sports Wagering Vendor Permit from the State of Wyoming, allowing CoinSmart to process cryptocurrency payments for legalized gaming companies licensed in Wyoming.

CoinSmart has terminated the previously disclosed investment in NFT cross-bridge marketplace Curate due to repeated breaches and non-fulfillment by Curate Group Ltd. of its obligations pursuant to the Share Purchase Agreement.  CoinSmart is in the process of evaluating any available recourse against Curate Group Ltd.

About CoinSmart Financial Inc.

CoinSmart is a leading Canadian-headquartered crypto asset trading platform dedicated to providing customers with an intuitive way for buying and selling digital assets, like Bitcoin and Ethereum. CoinSmart is one of the few crypto asset trading platforms in Canada to be registered as a securities dealer and marketplace with the Ontario Securities Commission. CoinSmart is also one of the first Canadian headquartered trading platforms to have an international presence, accepting customers across 40+ countries at a time when the digital asset industry continues to rapidly expand.

CoinSmart further builds on its mission to make cryptocurrency accessible by providing educational resources tailored to every level of cryptocurrency knowledge and unparalleled 24/7 omni-channel customer support. Offering instant verification, industry leading cold wallet storage, advanced charting with order book functionality and over-the-counter premium services, CoinSmart ensures every client’s needs are met with the highest level of quality and care. For more information please visit https://www.CoinSmart.com/.

Cautionary Note Regarding Forward-Looking Information and Other Disclosures

This press release contains statements that constitute “forward-looking information” (“forward-looking information“) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. In disclosing the forward-looking information contained in this news release, the Company has made certain assumptions. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: regulatory approvals. Accordingly, readers should not place undue reliance on the forward-looking information contained in this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

SOURCE CoinSmart

AMPD Ventures Announces the Addition of Tanya Woods to its Board of Directors

AMPD Ventures Inc. (CSE:AMPD)(OTCQB:AMPDF)(FRA:2Q0) (“AMPD” or the “Company”), a next-generation digital infrastructure provider, is pleased to announce that Tanya Woods has been appointed to its board of directors, effective September 12, 2022.

Ms. Woods is a Canadian-American entrepreneur, technology lawyer, and policy leader working in the verticals of mainstream and digital media, telecommunications, AI and blockchain, and high-performance computing infrastructure. She is currently the CEO of Futurity Partners, a strategic consulting firm advising public and private sector organizations on exponential and innovative technologies, digital policy, and ESG matters.

“I am delighted to be joining the experienced Board of AMPD Ventures as the Company and its subsidiaries break ground in the metaverse,” said Woods, “the Company’s multi-faceted approach from enabling mobile high-performance computing infrastructure to supporting first class metaverse and digital content creation is a unique and compelling innovation journey I look forward to talking with the team.”

“Tanya is an accomplished business leader with deep knowledge and experience in video games, digital content, high-performance computing infrastructure, ESG, and Web3,” said Anthony Brown, CEO of AMPD Ventures Inc., “she has a strong track record of successfully advancing public and private company growth objectives in these verticals making her an ideal addition to our Board, we look forward to her insights and are pleased to welcome her onboard.”

Ms. Woods has held increasingly senior executive level leadership roles advancing the commercial and regulatory agendas of global technology companies and government for nearly twenty years. She recently served as the founding Managing Director of Canada’s first Chamber of Digital Commerce, General Counsel, EVP Regulatory Affairs and Corporate Secretary of Hut 8 Mining Corp., General Counsel of the Entertainment Software Association of Canada, and Regulatory and Copyright Counsel for BCE Inc. She is also currently serving a three-year appointment as an expert advisor to UNESCO in Canada supporting the advancement of the United Nations Sustainable Development Goals.

Ms. Woods’ has received recognition as one of IT World’s Top Women in FinTech and Blockchain, a Government of Canada Leading TechWoman, CBC Trailblazer, Obama Foundation Global Civic Leader, Toastmasters International Community Leadership Award Recipient, and as a Top 40 Under 40. She studied law and global trade at the London School of Economics, University of Ottawa, and American University Washington College of Law.

About AMPD Ventures Inc.

AMPD is a next-generation infrastructure company specializing in providing high-performance computing solutions for low-latency applications. With state-of-the-art, high-performance computing solutions hosted in sustainable urban data centres, AMPD is leading the transition to the next generation of computing infrastructure as ‘the hosting company of the Metaverse.’ Through a mix of infrastructure as a service (“IaaS”) and an upgraded, high-performance cloud offering, we are meeting the low-latency requirements of multiplayer video games and eSports, computer graphics rendering, artificial intelligence, machine learning, mixed reality, big data processing, and the as-yet uncharted technological developments of the coming decades. Additional information about the company is available on SEDAR and our website at http://www.ampd.tech.

For further information please contact Investor Cubed Inc.:

Neil Simon, CEO
Telephone: (647) 258-3310
Email: nsimon@investor3.ca

ON BEHALF OF THE BOARD OF DIRECTORS

/s/ “Anthony Brown”

Anthony Brown
CEO & Director
AMPD Ventures Inc.
Telephone: 604-332-3329
Email: ir@ampd.tech

Cautionary Statement

Forward Looking Statements

Certain statements made herein may contain forward-looking statements or information within the meaning of the applicable Canadian securities laws. Often, but not always, forward-looking statements and forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such forward-looking statements should not be unduly relied upon. Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. The Company believes the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. The Company does not undertake to update these forward-looking statements, except as required by law.

SOURCE: AMPD Ventures Inc.