Bitcoin Well Inc., the non-custodial fintech business which future-proofs money by making bitcoin useful to everyday people, is pleased to announce it has closed a non-brokered private placement offering of 23,291,985 units of Bitcoin Well at a price of $0.06 per Unit for aggregate gross proceeds of $1,397,519.24. Each Unit is comprised of one common share in the Company and one common share purchase warrant exercisable into one Common Share at a price of $0.18 per share for a period of three years from closing.
The Offering was completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (the “LIFE Exemption”). Any securities issued under the LIFE Exemption are not subject to a hold period in accordance with applicable Canadian securities laws. The proceeds of the Offering will be used to improve cashflow, pay certain outstanding liabilities and for general working capital purposes. No finder’s fee was paid in connection with the Offering.
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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.
Pursuant to the Offering, Adam O’Brien acquired control over 2,880,000 Units. Prior to the Offering, Mr. O’Brien exercised control over 81,204,904 Common Shares, representing 46.3% of the issued and outstanding Common Shares on an undiluted basis (47.1% on a partially-diluted basis). Following the Offering, Mr. O’Brien exercises control over 84,084,904 Common Shares, representing 42.3% of the issued and outstanding Common Shares on an undiluted basis (43.9% on a partially-diluted basis). Mr. O’Brien currently does not have any plan to acquire or dispose of additional securities of the Company. However, Mr. O’Brien may acquire additional securities of the Company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position, depending on market conditions, reformulation of plans or other relevant factors.
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Pursuant to the Offering, Terry Rhode acquired control over 9,356,887 Units. Prior to the Offering, Mr. Rhode exercised control over 5,178,000 Common Shares, representing 2.9% of the issued and outstanding Common Shares on an undiluted basis (3.5% on a partially-diluted basis). Following the Offering, Mr. Rhode exercises control over 14,534,887 Common Shares, representing 7.3% of the issued and outstanding Common Shares on an undiluted basis (11.9% on a partially-diluted basis). Mr. Rhode currently does not have any plan to acquire or dispose of additional securities of the Company. However, Mr. Rhode may acquire additional securities of the Company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position, depending on market conditions, reformulation of plans or other relevant factors.
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