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Vancouver, BC-TheNewswire -November29, 2019 - HashChain Technology Inc. ("HashChain" or the "Company") (TSXV:KASH) (OTC:HSSHF) provides an update with respect to its previously announced reverse takeover transaction (the "Proposed Transaction") with Digihost International, Inc. ("Digihost"), previously disclosed in the Company's press releases of March 28, 2019, April 26, 2019, June 7, 2019, July 29, 2019, September 11, 2019 and September 17, 2019. Upon completion of the Proposed Transaction, the issuer resulting from the Proposed Transaction (the "Resulting Issuer") will carry on the business previously carried on by HashChain. It is anticipated that upon completion of the Proposed Transaction, the Resulting Issuer will be listed as Tier 2 Technology Issuer under the policies of the TSX Venture Exchange (the "TSXV" or the "Exchange").

Conditional Approval and Submission to Shareholders for Approval

The Company has received conditional approval from the Exchange for the Proposed Transaction, subject to satisfying certain conditions, including obtaining shareholders' approval for certain matters related to the reverse takeover transaction.

As a condition of receiving conditional approval, the Proposed Transaction and matters related thereon will be submitted to shareholders at an annual general and special meeting of its shareholders to be heldatSuite 902, 18 King Street East, Toronto, Ontario, on January 14, 2020 at 10:00 a.m. (Toronto time). The record date for the meeting has been fixed at December 9, 2019. The Company will mail to shareholders a notice of meeting, management information circular containing information regarding both the Company and Digihost and a form of proxy (the "Shareholder Meeting Materials").

Extension to Definitive Agreement

As last disclosed in the press release of the Company dated March 28, 2019, the Company has entered into an agreement dated March 28, 2019 (the "Definitive Agreement") with shareholders of Digihost, pursuant to which the assets of HashChain and Digihost will be combined by way of a share exchange between HashChain and shareholders of Digihost. The Proposed Transaction will constitute a "reverse-takeover" of HashChain by Digihost under the policies of the Exchange. On August30, 2019, the Company entered into an extension agreement with the shareholders of Digihost, extending the date before which the Proposed Transaction must close under the terms of the Definitive Agreement from August 31, 2019 to October 31, 2019. On November 28, 2019 the Company entered into a second extension agreement with the shareholders of Digihost, extending the date before which the Proposed Transaction must close under the terms of the Definitive Agreement, as amended by the First Extension, from October 31, 2019 to February 29, 2020.

Update to Digihost Financing

Digihost has updated the terms of its non-brokered private placement previously disclosed in the Company's press releases of June 10, 2019, June 11, 2019 and September 11, 2019. The updated private placement will be for gross proceeds of up to $5,400,000 through the issuance ofsecurities of Digihost (the "Financing") comprised of subscription receipts (the "Subscription Receipts") at a price of $0.96 per Subscription Receipt,with each Subscription Receiptexchangeable for one common share (each, a "Common Share") of Digihost, and unit subscription receipts (the "Unit Subscription Receipts") at a price of $1.20 per Unit Subscription Receipt, with eachUnit Subscription Receiptexchangeable for one unit (each, a"Unit"). Each Unit will consist of one Common Share and one common share purchase warrant(each, a "Warrant") of Digihost.Each Warrant shall entitle the holder thereof to acquire one Common Share at a price of C$1.75 for a period of 18 months following the closing.

Each Subscription Receipt and Unit Subscription Receipt will be automatically converted, without payment of additional consideration, into one Common Share or one Unit, as applicable, upon completion of the Proposed Transaction and subject to other conditions precedent. Subsequent to the conversion of the Subscription Receiptsand Unit Subscription Receipts it is anticipated that the Common Shares and Warrants issued pursuant to the Financing will be exchanged for equivalent subordinate voting shares of the Resulting Issuer ("Resulting Issuer SV Shares") and Resulting Issuer SV Share purchase warrants, respectively, on a 1:1 basis, with the exception of 2,000,000 Common Shares which will be exchanged on the basis of two-hundred (200) Common Shares for one proportionate voting shares of the Resulting Issuer ("Resulting Issuer PV Shares"). The net proceeds of the Financing will be held in escrow pending satisfaction of the escrow release conditions (the "Escrow Release Conditions"), which includes TSXV approval for the Proposed Transaction.

The closing date of the Financing has been extended to close on or about December 31, 2019. If the Financing does not close by December 31, 2019, the closing will be extended to a later date to be determined by Digihost. The net proceeds of the Financing will be returned to subscribers if the Escrow Release Conditions are not satisfied, unless the subscribers elect to waive the Escrow Release Conditions.

Update on Management Team, Board of Directors and Other Insiders of the Resulting Issuer

As of the date of this press release, it is anticipated that no person will own or exercise control, directly or indirectly, of more than 10% of the voting rights attached to the Resulting Issuer Shares other than Michel Amar, NYAM LLC (a corporation controlled by Michel Amar and existing under the laws of the State of California) and Bit.Management (collectively, the "NYAM Group"). The Persons comprising the NYAM Group are Non-Arm's Length Parties to Digihost and the Target Assets as such terms are defined in TSXV Policy 5.2 -Changes of Business and Reverse Takeovers("Policy 5.2").

It is anticipated the NYAM Group will hold Resulting Issuer Shares representing 37% of the Resulting Issuer Shares outstanding immediately following completion of the Proposed Transaction.

Upon completion of the Proposed Transaction, it is anticipated that the board of the Resulting Issuer will be increased to nine members and that all of the directors and officers of HashChain will resign and be replaced by nominees of Digihost. Details regarding the anticipated directors and officers of the Resulting Issuer are set forth below.

Michel Amar - Los Angeles, California - Chief Executive Officer and Chairman

Michel Amar is a French-American businessman and entrepreneur known for his success in innovative technology, such as blockchain and electronics, as well as developing branded fashion. With a Bachelor's degree in accounting and business management, Michel has worked and consulted with some of the most famous international brands, playing a vital role in their profitability and continued relevance. In 2019, Michel partnered with Brookstone, a novelty retailer, in developing exclusive, technologically advanced products for their consumer electronics market.

Alec Amar - Los Angeles, California - President & Director

Alec Amar is an entrepreneur who has achieved success in both product development and licensing, as well as blockchain solutions. After graduating from the University of Southern California, with a degree in economics and digital entrepreneurship, Alec devised and headed a blockchain operation, building out highly efficient and productive mining facilities. Alec also holds a certificate from MIT Sloan Executive Education; Blockchain Technologies: Business Innovation and Application (2019). In addition to blockchain success, Alec's product licensing company, MAT, a versatile R&D incubator, has partnered with notable brands such as Brookstone, in developing innovative electronics. As one of the sole licensees of Brookstone, Alec is actively curating a collection of intelligent, proprietary consumer electronics.

Cindy Davis - Pickering, Ontario - Chief Financial Officer

Since June 2008, Ms. Davis has provided accounting and financial reporting services for publicly listed companies, through Marrelli Support Services Inc. She is currently a director and audit committee chair for OutdoorPartner Media Corporation; and CFO for each of Cobalt 27 Capital Corp., CHAR Technologies Ltd. and NSR Resources Inc. Ms. Davis is a Canadian Chartered Professional Accountant, and holds a Bachelor of Science degree specializing in Accounting and Economics from the University of West Indies.

Jon Williams - Buffalo, New York - Director

Jon M. Williams is an entrepreneur who founded OSC Holding, Inc. in 1997 as a comprehensive specialty contracting provider. Today, OSC operates across North America with corporate offices in Buffalo, New York and a divisional office in Toronto, Ontario, Canada. OSC works mostly for private chemical and industrial manufacturing firms with contracting requirements in the areas of environmental remediation and brownfield redevelopment. He developed the first brownfield redevelopment in upstate New York which resulted in the construction of a new manufacturing plant nearly 25 years ago. Since then he purchased, remediated and put back into sustainable and productive use over 1,000 acres of former industrial and mostly inactive brownfield properties.

Adam Rossman - Los Angeles, California - Director

Adam S. Rossman is a business and real estate attorney. He is a member of the California Bar since 1995. Mr. Rossman has handled transactions throughout the United States relating to commercial real estate and trademark licensing. Mr. Rossman maintains offices in Beverly Hills, CA. Mr. Rossman received his JD from Loyola Law School, Los Angeles in 1994, a MA in Rhetoric in 1990 and a BA in Rhetoric in 1988 both from University of California at Berkeley.

Manish Kshatriya - Toronto, Ontario - Director

Mr. Kshatriya is a Chartered Professional Accountant (Chartered Accountant) and currently serves as the managing director of MZK Advisors Inc., a private business advisory firm providing executive management, governance and compliance oversight, and capital markets advisory services to small and mid-market private and publicly listed companies. He has over 20 years of experience obtained in diverse sectors including mining, merchant banking, financial services, technology, and energy. His various roles in both private and publicly listed companies have included Board Director, Chief Executive Officer, Chief Financial Officer, Director of Finance, and Secretary. Mr. Kshatriya earned his Bachelor of Commerce degree, with Honours in Accounting and Finance, from York University in Toronto, CA. He is a graduate of the director's education program at the Institute of Corporate Directors at the Rotman School of Management, University of Toronto, and is an institute certified director (ICD.D). He is a Chartered Professional Accountant (Chartered Accountant) and a member of the Institute of Chartered Professional Accountants of Ontario. He is also a Certified Public Accountant in the United States and a member of the Colorado State Board of Accountancy.

Gerry Rotonda - New York, New York - Director

Gerry Rotonda was the Chief Financial Officer and Executive Committee Member for Deutsche Bank Wealth, Management Americas from 2011 through 2018. Mr. Rotonda has over 30 years of experience in business development and financial analysis, most recently as Co-Founder and Partner at MMR Development, a real estate company which develops or repositions office, residential and hotel properties. Mr. Rotonda has also been Senior Business Leader and Director Strategy and Planning at MasterCard Incorporated, Director Strategic Planning at Credit Suisse Group, and Vice President Investment Finance and Structured Lending at Citigroup. Mr. Rotonda holds a BSBA in Accounting and MBA from Boston University.

Gerard Guez - Beverly Hills, California - Director

Gerard Guez is an entrepreneur and business and currently serves as Chairman and founder of Sunrise Brands, which was originally founded as Tarrant Apparel Group in 1988 with iconic brands Sasson jeans and JAG. Over the past 30 years, Mr. Guez has been involved in building many recognizable brands that we know today including American Eagle, House of Dereon, Isaac Mizrahi, The Limited, Lane Bryant, ReRock, and Superdry. For more than 20 years, Mr. Guez has also been a partner and board member of the hospitality venture Buddha-Bar, which currently has 25 franchises world-wide.

Donald Christie - Toronto, Ontario - Director

Mr. Christie had 25 years of experience in the Canadian financial services industry prior to becoming involved in the resource sector in 2008, working in investment banking with TD Securities Inc. and Newcourt Capital Inc. Mr. Christie served as CFO of Continental Gold Limited from early 2008 to December 2010 at which time Continental had achieved a market capitalization in excess of $1 billion. During that period, Mr. Christie also served as Chairman of the Audit Committee of TSX-listed San Anton Resource Corporation. Mr. Christie is Chairman of the Audit Committee of TSXV-listed Northern Graphite Corporation, a director of the Corporation, and was the former CFO of Toronto Stock Exchange listed Calvista Gold Corporation, which was sold in December 2012. Mr. Christie is CEO and a director of Norvista Capital Corporation, an investment company focused on the resource industry. Mr. Christie is also CFO and a director of TSXV-listed Nevada Zinc Corporation. Mr. Christie holds a Bachelor of Commerce Honours degree from Queen's University and received his Chartered Accountant designation while working for PricewaterhouseCoopers LLP.

Geoffrey Browne - Toronto, Ontario - Director

Mr. Browne has over 30 years of experience in the financial services industry in Canada, the U.S and London, England. He was head of private equity for Merrill Lynch Canada and he is a founder and Managing Partner of MWI & Partners, a private equity firm. Prior to founding MWI, Mr. Browne was a senior executive with Canadian Imperial Bank of Commerce and CIBC Wood Gundy Inc. for over 20 years. The last position he held at CIBC was Chief of Staff for CIBC World Markets. Mr. Browne is active on numerous other corporate and not-for-profit Boards. Mr. Browne holds a B.A. in economics from the University of Western Ontario.

Escrow Matters

Certain "Principal Securities" will be subject to escrow requirements in accordance with TSXV Policy 5.4 -Escrow, Vendor Consideration and Resale Restrictions.Further details regarding the escrow of Resulting Issuer Shares issued to shareholders of Digihost will be disclosed in a subsequent news release.

Sponsorship

The Exchange has waived the requirement for a Sponsor.

Trading Halt

The HashChain Shares are currently halted from trading and are not expected to resume trading until the Exchange completes its review of the Proposed Transaction and a management information circular describing the Proposed Transaction is filed on SEDAR for consideration by HashChain's shareholders.

The Proposed Transaction cannot close until the required shareholder approval is obtained and there can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Conditions to Completion of the Proposed Transaction and Regulatory Matters

The parties to the Proposed Transaction are at arm's length and therefore it is anticipated that the Proposed Transaction will not be a "Non-Arm's Length Transaction" for the purposes of TSXV Policy 5.2 as none of the directors, officers or insiders of HashChain, or any of their respective associates or affiliates, own any securities of Digihost.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to:

  1. i)HashChain shareholders approving the Proposed Transaction and the HashChain Share Consolidation;

  2. ii)the resignation of all directors and officers of HashChain and appointment of new officers and director to be determined by Digihost;

  3. iii)the completion of certain asset purchases and assignments by Digihost from Bit.Management, Bit Mining International LLC and NYAM LLC on or before the date of closing of the Proposed Transaction;

  4. iv)approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction, including TSXV acceptance; and

  5. v)closing conditions customary in a transaction of this nature.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of HashChain should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Additional Information

For further information, please contact:

HashChain Technology Inc.
Paul Ciullo, Chief Financial Officer
T: 607-760-7870

Digihost International, Inc.
Angie Ihler, Media Inquiries
T: 917-242-6549

Cautionary Statements:

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves 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 notanticipate", "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 statements. In this news release, forward-looking statements relate, among other things, to: the review and approval of future investor presentations, the completion and terms and conditions of the Proposed Transaction, the HashChain Meeting, the go-forward management of the resulting issuer and the trading of the resulting issuer shares and the development of the resulting issuer's business and operations. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder, court or regulatory approvals. 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 the forward-looking statements and information contained in this news release. Except as required by law, HashChain and Digihost assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

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