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 - 7:53PM
Richard Gauthier, an insider 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 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.
Gauthier acquired ownership and direction or control over an
aggregate of 25,567,413 Common Shares.
As a result of the Qualifying Transaction, Mr.
Gauthier has ownership and control over 15.7% of the issued and
outstanding Common Shares.
Prior to the completion of the Qualifying
Transaction, Mr. Gauthier did not, directly or indirectly, own any
securities of the Company. Mr. Gauthier does not have any plans to
acquire or dispose of additional securities of the Company.
However, both Mr. Gauthier may acquire additional securities of the
Company, dispose of some or all of the existing or additional
securities they he holds or will hold, or may continue to hold his
current positions, 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.
Gauthier 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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