BitMine Immersion Technologies, Inc. (OTCQX:BMNR) ("BitMine" or the "Company"), a technology company specializing in immersion technology for Bitcoin mining, announces that OTC Markets Group Inc. ("OTC Markets") has requested the Company address promotional activity concerning its common shares traded on the OTCQX Marketplace.
On December 6, 2023, OTC Markets informed the Company that it became aware of certain promotional activity concerning the Company and its common shares, which are traded on the OTCQX Marketplace. Specifically, OTC Markets inquired about the distribution of an SMS text discussing potential returns in BMNR shares.
On December 1, 2023, the Company engaged Bullz Eye Media LLC primarily to re-distribute information from a letter to shareholders that had been issued the week of November 27, 2023, and filed with the SEC as an exhibit to a Form 8-K filed on November 30, 2023. The agreement also referenced that "SMS newsletter coverage" would be provided as a service as well. BullzEye was paid $12,000 as a one-time fee to create a version of the information contained in the shareholder letter, and we understood that it would be distributed to the media outlets, financial newsletters and financial industry participants. BullzEye provided a draft version of the proposed release for approval to BitMine on Tuesday, December 5, 2023. An officer of BitMine verbally provided some edits and requested that language indicating that the past 52 week high of Bitmine's stock suggested that the stock price had upside potential be toned down. Otherwise, the release contained information that was in the shareholder letter or in other SEC filings of Bitmine, and information about the recent price performance of competitors, all of which we believe to be true.
OTC Markets brought it to our attention that a separate SMS text was sent out. We were not provided with a copy of the SMS text to review and only saw it for the first time when OTC Markets provided us with a copy. The SMS text indicates that was distributed by Stellar Media Group, LLC, and that it had been paid "up to $20k cash" by Bullz Eye Media, LLC to conduct advertising and marketing for Bitmine. We have never had a relationship with Stellar Media Group, LLC. While the SMS text contains factual information from the shareholder letter, it also contains additional information to which we object, and cannot comment as to factuality. The SMS text references a rosy forecast for blockchain from a research firm named Gartner; however, we have never seen the Gartner report, and we do not know if the summary of the report is accurate or whether it is applicable to Bitmine's future prospects. The SMS text references a potential gain of 420% in our common stock, and includes stock price charts intended to indicate that a breakout in our stock price is imminent. We do not believe it is appropriate to predict the future price of our common stock and that the use of stock price charts is an unproven method of predicting future price movements. The SMS text contains a passage about NVIDIA. We do not believe that NVIDIA is a good comparable to Bitmine since it is in a completely different industry. We would not have approved any of the passages described above had we been asked to comment on the SMS text, which we were not. We thank OTC Markets for bringing this to our attention. We believe the distribution of previously announced information regarding bona fide Company progress is the reason for the increase in share price and volume, not necessarily the SMS text released by Stellar Media Group, LLC.
Over the last year, the Company has engaged the following third parties to provide investor relations, public relations, marketing, advertising and other related activities: Bullz Eye Media, LLC (discussed above); AllPennyStocks.com (articles about company in its son-line newsletter); Bear Creek Capital LLC (industry introductions, but no promotional materials); and SmallCap Voice (social media account management of Company accounts on LinkedIn; Facebook; and Twitter).
After inquiry of the Company's management, other than as disclosed herein, no directors, control persons, officers or third-party service providers, have been involved with the creation, distribution or payment of promotional materials related to the Company or its securities within the last year.
After inquiry of the Company's management, directors, control persons and third-party service providers, and to the best of the Company's knowledge, during the past 90 days no such persons executed any transactions of the Company's securities for purchase or sale of stock, except that a principal of Bear Creek Capital LLC purchased approximately $2,000 of stock on the open market, and additionally a principal of SmallCap Voice purchased approximately $1,000 of our common stock on the open market. No one in this group has sold any shares to our knowledge. The Company has not engaged in an offering of securities since the closing of its Unit Offering in June 2022, which was a private placement conducted in accordance with Rule 506, other than restricted common shares issued to an officer on a quarterly basis pursuant to his employment agreement.
The Company has not issued any shares or convertible instruments allowing conversion to equity securities at prices constituting a discount to the current market rate at the time of the issuance, except that in the Unit Offering the implied value of the common stock included in each Unit was less than the market price of the common stock at the time, and the exercise price of the Class C-1 Warrants included in the Unit Offering was less than the market price of the common stock at certain times when the Unit Offering was being conducted.
The Company is committed to compliance with the OTC Markets' policy on stock promotion and the OTCQX standards. A current list of service providers can be found on the Company Profile on OTC Markets' website. The Company encourages those interested in the Company to rely solely on information included in press releases issued and distributed by the Company through approved news wire or disclosure and news services, combined with its filings and disclosures made with the SEC, as well as information provided through the OTC Markets.
About BitMine Immersion Technologies, Inc.
BitMine is a technology company focused on Bitcoin mining using immersion technology, an advanced cooling technique where computers are submerged in specialized oil circulated to keep units operating at optimal ambient temperature. Immersion technology is more environmentally friendly than conventional mining methodologies, while lowering operating expenses and increasing yield. BitMine's operations are located in low-cost energy regions in Trinidad, Pecos, Texas, and Murray, Kentucky.
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