tech deal, page-5

I would say our Russian friend is flying solo on this one.

digitalBTC BRINGS BITCOIN TO THE ASX

Macro Energy Limited (“Macro” or the “Company”) is pleased to announce its intention to enter the digital currency sector
with the proposed acquisition of Digital CC Holdings Pty Limited (“DCC”), its wholly owned operating entity digitalBTC
(“digitalBTC”) (“Acquisition”) and completion of a A$9.1 million capital raising (“Capital Raising”). digitalBTC is an
innovative digital currency company presently operating in Bitcoin mining and digital currency trading, and is currently
developing retail consumer products for Bitcoin and other digital currencies including mobile applications.
To implement this initiative, Macro has entered into a conditional Share Purchase Agreement to acquire 100% of the
issued capital of DCC from its shareholders.

Transaction Highlights
? digitalBTC will be the first digital currency focussed company listed on the ASX
? Digital currencies are evolving to revolutionise the way people make transactions, quickly and at low cost
? Experienced management team with proven business track records
? Capital Raising oversubscribed – firm commitments executed for maximum raise of $9.1m

Digital Currencies and Bitcoin
? Bitcoin is a peer-to-peer payment system and digital currency, with a total market capitalisation of over US$8
billion and approximately 66,000 transactions occurring daily at a total trade value of US$55 million, on a
rolling twelve month basis (refer http://blockchain.info/stats). Across the major US$ Bitcoin exchanges, in
excess of US$20 million in value is regularly traded every 24 hours. Use of other digital currencies is also
fast growing.
? Digital currencies such as Bitcoin, are continually evolving through new technologies and applications which
are set to revolutionise the way people make transactions. Over 44,000 merchants now accept Bitcoin.
digitalBTC is well placed to take advantage of this disruptive revolution and will investigate further strategic
opportunities within the digital currency sector.
Overview of digitalBTC
? An innovative digital currency company, with current operations that are cash flow positive and focus on
Bitcoin, as Bitcoin accounts for the significant majority of the digital currency market.
? digitalBTC strategy encompasses:
o Established Bitcoin mining revenues including strategic agreements with key Bitcoin mining
partners, hardware manufacturers and industry participants.
o Established trading desk and market making revenues undertaken across a range of Bitcoin
exchanges and backed by management experienced in physical commodities trading.
o Development of retail consumer products including digital currency mobile applications, again
backed by management expertise and experience in the development, delivery and monetisation of
mobile and consumer applications and software.

? digitalBTC’s Bitcoin mining and trading operations will support the future development of retail consumer
targeted software and applications.
? Well-credentialed management team behind digitalBTC, headed by Zhenya Tsvetnenko and experienced
in digital marketing, software and application development, commodities trading and Bitcoin mining.
? Following completion of the transaction, digitalBTC will be the first ASX listed company offering exposure to
the Bitcoin system and will gain advantage from the robust corporate transparency and compliance required
by the ASX listing.
? Long term growth to be delivered through development of consumer applications for the Bitcoin space, with
significant market growth expected as digital currencies mature and gain widespread adoption as a
system of payment.
The Capital Raising of $9.1 million before costs is being completed as part of the Transaction and firm commitments have
been received for the full amount. Funds raised will support expanded Bitcoin trading and mining activities, alongside
development of the digital currency retail mobile applications. The raising is being arranged by DJ Carmichael and has
closed oversubscribed.
digitalBTC Executive Chairman, Mr Zhenya Tsvetnenko, welcomed the acquisition and associated additional growth
capital.
“Bitcoin is a highly exciting and fast emerging currency system which I believe will dramatically change the way
in which many users approach making payments or financial transfers in our new hyper-connected, globalised
world where the old boundaries and intermediaries between citizens and firms in different locations become less
relevant,” said Mr Tsvetnenko.
“As the Bitcoin system matures beyond its initial niche and begins to realise its true disruptive potential,
sophisticated service firms will be increasingly required to facilitate the system. We believe that sophisticated
intermediaries such as digitalBTC can derive significant profit in supporting this emerging growth phase of
Bitcoin, as it takes its place as a true worldwide currency.
“We are pleased to have reached the acquisition deal with Macro, which will give us the platform and capital to take our
support of and growth with the Bitcoin system to the next level, as well as offering public market investors one of the first
opportunities to participate in the potential upside inherent in Bitcoin.
“Whilst Bitcoin is the leading digital currency system, digitalBTC will also participate in other emerging digital currencies
as they enjoy similar growth rates to Bitcoin and will compliment and support digitalBTC 's overall business strategy.” Mr
Tsvetnenko said.
Managing Director of Macro, Mr Brett Lawrence, said the company had been looking for high quality investments, with
digitalBTC fulfilling all key criteria.
“digitalBTC offers our shareholders significant potential upside in a very fast growing and revolutionary sector. The strong
support shown by new investors, having received firm commitments exceeding $9.1 million under the Capital Raising,
underlines investor confidence in the future of the Bitcoin system. The Board unanimously recommends the acquisition
which will be put to shareholders for approval,” Mr Lawrence said.
Transaction Overview
Share Purchase Agreement
The Share Purchase Agreement between the Company and the current shareholders of DCC is legally binding and
subject to conditions precedent that include the following:
? Macro shareholders approving:
o the issue of securities to the shareholders of DCC in consideration for all of the issued capital in DCC;
o the issue of shares pursuant to the Capital Raising;
o a change in the nature and scale of the Company's activities; and
o the consolidation of the issued capital of the Company;
? Macro successfully completing the Capital Raising;
? Macro and DCC completing due diligence processes;
? there being no material adverse change in respect of Macro and DCC;

? Macro and DCC obtaining all third party consents, approvals or waivers to the transaction; and
? Macro obtaining the conditional approval of ASX for re-instatement of its securities to quotation.
The Share Purchase Agreement also contains a number of standard terms and conditions, including representations and
warranties from each party, considered standard for an agreement of this nature.
Loan Agreement
As part of and until completion of the transaction, the Company intends to provide digitalBTC with a loan facility of up to
$2 million to enable digitalBTC to immediately acquire new Bitcoin mining hardware, as a key part of its current business
plan and under strategic supplier arrangements. The loan will be on commercial arm’s length terms and repayable by
digitalBTC if the transaction does not proceed.
Transaction Change of Activities
The acquisition of digitalBTC will result in a change in the Company’s nature and scale of activities, and will require
shareholder approval under Chapter 11 of the ASX Listing Rules as well as require the Company to re-comply with
Chapters 1 and 2 of the ASX Listing Rules. The Company will despatch to shareholders a notice of meeting seeking the
relevant approvals to undertake this process, with such notice of meeting to contain detailed information relating to the
acquisition of digitalBTC, including an independent expert’s report on the transaction.
Share Consolidation
As part of the transaction, and subject to the approval of shareholders, the Company will undertake a consolidation of its
capital at a ratio of 5.715:1 to meet ASX Listing Rule requirements.
Name Change
As part of the transaction, the Company will seek the approval of shareholders to change its name to “DigitalCC Limited”.
Change of Board
Following the completion of the transaction, the Company will see a change of Board, with each of the existing Directors
stepping down from their positions to be replaced by each of the following:
Zhenya Tsvetnenko (Executive Chairman)
Mr Tsvetnenko is a successful businessman in the mobile premium messaging services sector including data, music,
games, and news. He is a well-known and successful entrepreneur in the technology sector and is also the founder and
current MD of Mpire Media, a privately held global multimedia and online advertising company servicing international
clientele.
Mr Tsvetnenko was awarded the prestigious Ernst and Young Entrepreneur of the Year 2010 young category and the
Western Australian Business News 40 under 40 awards in 2011. In 2009 Mr Tsvetnenko debuted on the BRW Young
Rich list.