Bitcoin Well, the non-custodial fintech business which future-proofs money by making bitcoin useful to everyday people, announces its intention to complete a non-brokered private placement offering (the “Offering”) of up to 41,666,667 units of Bitcoin Well (the “Units”) at a price of $0.06 per Unit for aggregate gross proceeds of up to $2,500,000. The minimum Offering size is $1,000,000, being 16,666,667 Units. Each Unit will be comprised of one common share in the Company (each, a “Common Share” and collectively “Common Shares”) and one common share purchase warrant (each, a “Warrant” and collectively “Warrants”) being exercisable into one Common Share at a price of $0.18 per share for a period of three (3) years from closing.
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The net proceeds from the Offering are intended to be used to establish a reserve for the investigation and closing of one or many strategic acquisitions of existing Bitcoin ATM operators in Canada. These acquisitions would add Bitcoin ATMs with proven revenues to the Company’s current Bitcoin ATM network.
“We are excited to see a market that we believe is ready for consolidation,” said Adam O’Brien, founder & CEO of the Company. “We acquired multiple operators as we went public in 2020 and in 2021. We are looking to use this same strategy to make accretive acquisitions of Bitcoin ATM networks this year.”
Under the minimum Offering, the Company would aim to conduct a similar acquisition, but of a smaller Bitcoin ATM Operator, with a reduction in purchase price and working capital requirements. In any event, the acquisition would not be a significant acquisition under Part 8 of National Instrument 51-102 – Continuous Disclosure Obligations. The net proceeds will also be used for general working capital purposes.
The Offering will be completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (the “LIFE Exemption”). Any securities issuable under the LIFE Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws.
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If, during a period of 10 consecutive trading days between the applicable closing date and the expiry of the Warrants, the daily volume-weighted average trading price of the Common Shares on the TSX Venture Exchange (or such other stock exchange where the majority of the trading volume occurs) exceeds $0.36 for each of those 10 consecutive days, the Company may, within 30 days of such an occurrence, give written notice to the holders, following which notice the holders of the Warrants will have 30 days to exercise their Warrants.
In connection with the Offering, the Company may pay certain finders (each, a “Finder”) a cash commission equal to up to 8% of the aggregate gross proceeds raised from those purchasers introduced by such Finders and/or issue to such Finders such number of non-transferable finder warrants (each, a “Finder Warrant”) equal to up to 8% of the total number of Units sold to purchasers introduced by such Finders, with each Finder Warrant exercisable to acquire one Unit at a price of $0.06 per Unit for a period of 36 months from the date of issuance.
There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedar.com and at www.bitcoinwell.com/investors. Prospective investors should read this offering document before making an investment decision.
Completion of the Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the TSX Venture Exchange. None of the securities issued in the Offering will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
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