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Bitcoin Well Inc. Announces Completion of Qualifying Transaction

Bitcoin Well Inc. Announces Completion of Qualifying Transaction

Bitcoin Well Inc. announces that it has completed its previously announced arm’s length qualifying transaction with 1739001 Alberta Ltd. (o/a Bitcoin Well) (“Old Bitcoin Well”) along with the conversion of the subscription receipts (the “Subscription Receipts”) issued in connection with the Company’s previously announced $7.0 million private placement offering (the “Offering”) led by Canaccord Genuity Corp.

“We are absolutely ecstatic to have completed the Transaction, which kicks off the next phase of our continued evolution as we become a publicly traded company,” said Adam O’Brien, CEO of the Company. “In anticipation of this milestone, we have already established governance protocols and have been operating as though we were public for several quarters. The completion of the Transaction, which is one of the final hurdles to our public listing, represents a critical event for the Company as the listing will offer a new platform to share information and education about the opportunity for people to become financially sovereign, while increasing our global visibility, reaching a broad new investor base and gaining access to diverse pools of capital that can help fund our continued growth. I want to thank the team at Bitcoin Well and all stakeholders involved in the transaction for all of the hard work getting to this point, and we look forward to welcoming both pre-coiners and experienced bitcoiners to participate with us on this journey.”

The Transaction, which constitutes the Company’s “Qualifying Transaction” (as such term is defined in Policy 2.4 of the TSX Venture Exchange (the “TSXV”) Corporate Finance Manual), was completed by way of a three-cornered amalgamation, pursuant to which 2283971 Alberta Ltd., a wholly owned subsidiary of the Company, amalgamated with Bitcoin Well to form a newly amalgamated company (“Amalco”), which now holds the assets of Old Bitcoin Well, as a wholly-owned subsidiary of the Company. Amalco shall operate under the name “Bitcoin Well Holdings Inc.”.

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Conversion of Bitcoin Well Subscription Receipts and Escrow Release

In connection with the Transaction, the Company has satisfied the escrow release conditions of the Offering and the Subscription Receipts were automatically converted to common shares and warrants of Old Bitcoin Well and then were immediately exchanged for common shares and warrants of the Company on a 10:1 basis. The escrowed funds, net of the outstanding cash commission and expenses payable to the agent (equal to approximately $434,000), has been released to the Company. Additionally, the agent elected to receive $234,500 of its commission in the form of units comprised of 93,800 common shares and 46,900 common share purchase warrants (each a “Warrant”), representing 938,000 common shares and 469,000 common share purchase warrants on a post Transaction exchange basis. The agents were also issued 20,000 Subscription Receipts on the closing of the financing which have been converted into 200,000 common shares and 100,000 Warrants.

Each Warrant will entitle the holder thereof to purchase one common share (a “Warrant Share”) at an exercise price equal to $0.375 per Warrant Share for a period of 24 months from the closing of the Transaction. The Offering was led by Canaccord Genuity Corp.

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Name Change and Share Exchange

Contemporaneous with the Transaction, the Company changed its name from “Red River Capital Corp” to “Bitcoin Well Inc.”.

Upon completion of the Transaction, the Company has a total of 162,879,500 shares issued and outstanding on a non-diluted basis, with approximately 96% held by existing Bitcoin Well shareholders and approximately 4% held by former Red River Capital Corp. shareholders. Of this total amount, 76,992,161 common shares are held in escrow pursuant to a TSXV – Tier 2 Surplus Escrow Agreement and 25,567,413 common shares are held in escrow pursuant to a TSXV – Tier 2 Value Escrow Agreement.

The Company has received conditional approval for the Transaction from the TSXV and its common shares are expected to commence trading on the TSXV under the ticker symbol “BTCW” during the week of June 21, 2021.

Board of Directors and Officers

Following closing of the Transaction, the incumbent directors and officers of the Company (other than Julian Klymochko in his capacity as director) tendered their resignations and the board of directors of the Company is now comprised of the following individuals: Julian Klymochko, Carman McNary, Eric Sauze, Alice Reimer, Michèle McCarthy, Adam O’Brien1 and David Bradley1. In addition, (a) Adam O’Brien has been appointed as the Chief Executive Officer; (b) Mandy Johnston has been appointed as Chief Financial Officer; (c) David Bradley has been appointed as Chief Revenue Officer; and (d) Heather Barnhouse has been appointed as Corporate Secretary.

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