Fortress Technologies Announces Leadership and Board of Directors Transition, Asset Purchase Agreement

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TORONTO, Sept. 24, 2021 (GLOBE NEWSWIRE) -- Fortress Technologies Inc. (TSX-V: FORT) (the “Company” or “Fortress”) is pleased to announce the appointments of Antonin “AJ” Scalia as Chief Executive Officer and Thomas “Drew” Armstrong as President and Chief Operating Officer. Messrs. Scalia and Armstrong will also replace Joshua Crumb and Michael Costa on the Company’s board of directors (the “Board”). Aydin Kilic, who has served as President and Chief Executive Officer since 2018, has resigned as an officer effective September 20, 2021, and has also resigned from the Board effective September 24, 2021.

​​The Board considered the skills and experience of Messrs. Scalia and Armstrong and is confident the changes to the leadership team will enable the Company to pursue its long-term strategic objectives with new guidance and vision. The new leadership will report to the Board and will be jointly responsible for the overall management and operation of the Company.

Messrs. Scalia and Armstrong join Fortress from Galaxy Digital (“Galaxy”), a diversified financial services firm dedicated to the digital assets sector. While at Galaxy, Messrs. Scalia and Armstrong held various roles across the firm’s investment banking and principal investments divisions, and most recently as founding members of Galaxy’s bitcoin mining business. Prior to joining Galaxy, Mr. Scalia began his career in J.P. Morgan’s technology investment banking group. Mr. Armstrong previously worked in Barclays’ investment bank, where he focused on the origination of esoteric securitized products.

“Drew and I are tremendously excited to be joining Fortress and are motivated by the opportunity ahead of us. Bitcoin promises to advance human freedom around the world; as stewards of the Company, we will strive to contribute to that worthy cause while delivering results for our shareholders,” said Mr. Scalia. Mr. Armstrong added, “Our mission is simple: to champion the beauty of bitcoin mining and build infrastructure that enables human flourishing.”

Management and Directors join Chairman of the Board Roy Sebag in welcoming Messrs. Scalia and Armstrong. Mr. Sebag further commented, “Over the past year, I have increasingly come to see an opportunity for Fortress to become a dominant player in the bitcoin mining space. In order to actualize this potential, the first step was to enlist a world-class management team who understand bitcoin and have the right vision for its future. We are honored to welcome AJ Scalia and Drew Armstrong, who will pioneer this new journey for Fortress. I feel confident that AJ and Drew will help the Company unlock significant shareholder value while helping us to craft the right long-term strategy for our business.”

Fortress wishes to thank Aydin Kilic, a co-founder of the Company, for his service and contributions. Fortress also wishes to thank Joshua Crumb and Michael Costa for their wise counsel and stewardship.

The Company also announces that it has granted options to acquire a total of 650,000 common shares of the Company to Messrs. Scalia and Armstrong at the exercise price of $0.56 per share subject to vesting requirements.

Asset Purchase Agreement

The Company also announces that it has entered into an agreement with AJ Scalia and Drew Armstrong to purchase approximately CAD$254,000 worth of bitcoin mining machines and CAD$306,000 worth of bitcoin in return for 1,000,000 fully paid and non-assessable common shares of Fortress (the “Asset Purchase Agreement”) for total consideration of CAD$560,000 ($0.56 per share). The Asset Purchase Agreement is subject to a number of closing conditions including approval from the TSX Venture Exchange, and subject to such conditions is expected to close on or around October 15, 2021.

About Fortress Technologies

Fortress Technologies Inc. (TSX-V: FORT) is a Bitcoin company that develops and operates world-class bitcoin mining infrastructure.

Fortress believes sound money and cheap, abundant energy are the fundamental ingredients to human progress, and is committed to advancing both by working closely with the energy sector to secure the Bitcoin network. Today, Fortress owns 72 PH/s across three sites in Oklahoma, North Dakota, and Washington, with an additional 106 PH/s expected to be delivered by Q4 2021. Fortress is focused on expanding its portfolio of hash rate through a diversified approach to site selection and operations, utilizing multiple energy sources across various jurisdictions.

For further information, please contact:

Sean Ty
Chief Financial Officer
604 477 9997
ir@fortressblockchain.io

Cautionary Statement

Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws that are based on expectations, estimates and projections as at the date of this news release. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions and future actions of senior management, the intentions, plans and future actions of the Company, as well as the Company’ ability to successfully mine digital currency; revenue increasing as currently anticipated; the ability to profitably liquidate current and future digital currency inventory; volatility of network difficulty and, digital currency prices and the resulting significant negative impact on the Company’s operations; the construction and operation of expanded blockchain infrastructure as currently planned; and the regulatory environment of cryptocurrency in applicable jurisdictions.

Any statements that involve discussions with respect to 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” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.

This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time it was made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.


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