Early Warning Report Issued Pursuant to National Instrument 62-103 in Connection with the Closing of the Qualifying Transaction of Bitcoin Well Inc.
September 03 2021 - 7:22PM
Adam O’Brien, a director of Bitcoin Well Inc. (formerly Red River
Capital Corp.) (the "
Company") today announced
that he has filed an early warning report (the "
Early
Warning Report") under National Instrument 62-103 – The
Early Warning System and Related Take-Over Bid and Insider
Reporting Issues in connection with the closing of the previously
announced Qualifying Transaction (the “
Qualifying
Transaction”) (as defined by Policy 2.4 of the TSX Venture
Exchange (the “
TSXV”)).
The Qualifying Transaction was completed by way
of three cornered amalgamation, pursuant to which, among other
things, the Company issued approximately 156,364,320 common shares
in the capital of the Company (the “Common
Shares”) to the shareholders of 1739001 Alberta Ltd.
(“Old Bitcoin Well”), at a deemed price of $0.25
per Common Share.
Upon completion of the Qualifying Transaction,
the Company had a total of 162,879,500 common shares (the “Common
Shares”) issued and outstanding on a non-diluted basis, with
approximately 96% of the Common Shares held by Old Bitcoin Well
shareholders and approximately 4% of the Common Shares held by
former Red River Capital Corp. shareholders. 76,037,374 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.
As part of the Qualifying Transaction, Mr.
O’Brien acquired ownership and direction or control over an
aggregate of 73,242,815 Common Shares.
As a result of the Qualifying Transaction, Mr.
O’Brien has ownership and control over 44.97% of the issued and
outstanding Common Shares
Prior to the completion of the Qualifying
Transaction, Mr. O’Brien did not, directly or indirectly, own any
securities of the Company. Mr. O’Brien does not currently have any
plans 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, reformulations,
and / or other relevant factors.
The Company’s head office address is located at
10142 -82 Avenue N.W,, Edmonton, Alberta T6E 1Z4.
A copy of the Early Warning Report filed by Mr.
O’Brien will be available under the Company's profile on SEDAR at
www.sedar.com.
Contact InformationFor investor
information, please contact:
Bitcoin Well10142 82 Avenue
NWEdmonton, AB T6E 1Z4bitcoinwell.com
Adam O’Brien, Founder &
CEOMandy Johnston, CFOTel: 1 888 711
3866ir@bitcoinwell.com
For media queries and further information,
please contact:
Karen Smola, Director of
MarketingTel: 587-735-1570k.smola@bitcoinwell.com
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