EDMONTON, Alberta, September 1, 2023 (Globe NEWSWIRE) – Bitcoin Well Inc., the non-custodial financial technology company that prepares money for the future by making Bitcoin useful to everyday people, is pleased to announce that it has closed a non-brokered private placement offering (the “Offering”) of 23,291,985 units of Bitcoin Very well (the “Units”) to a price of $.06 per unit for total gross receipts of $1,397,519.24. Each Unit is comprised of one common share of the Company (each, a “Common Share” and collectively “Common Shares”) and one common share purchase warrant (each, an “Order” and collectively “Orders”) exercisable in one Common Share at a price of $.18 per share for a period of three years from closing.
The Offer has been made pursuant to the issuer financing exemption listed under Part 5A of National Instrument 45-106 – Prospectus Exemptions (the “VIDA Exemption”). Any security issued under the Everyday Living exemption is not subject to a holding period under applicable Canadian securities laws. Proceeds from the Offering will be used to improve cash flow, pay certain outstanding liabilities, and for general working capital fines. No search fee will be paid in connection with the Offer.
If, during a period of 10 consecutive business days between the applicable closing date and the expiration of the Warrants, the volume-weighted average daily trading price of the Common Shares on the TSX Enterprise Exchange (or any other stock exchange where most shares occur trading volume) exceeds $.36 for each of those 10 consecutive days, the Company may, within 30 days of such occurrence, notify holders in writing, after which holders of the Warrants will have 30 days to exercise their Warrants.
Common Shares
Pursuant to the Offer, Adam O’Brien acquired management of 2,880,000 Units. Prior to the Offer, Mr. O’Brien managed 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 Offer, 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 foundation). Currently, Mr. O’Brien does not have any strategy 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 that he owns or will own, or may continue to hold his actual position, depending on market conditions, redrafting of plans, or other relevant factors.
Pursuant to the Offer, Terry Rhode acquired the regulation of 9,356,887 Units. Prior to the Offer, Mr. Rhode held and managed 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).
By Audy Castañeda
