Bitcoin Well Announces Acquisition of Quebec-Based Bitcoin ATM Operator, Entreprises Equibytes Inc.
September 08 2021 - 7:00AM
Bitcoin Well Inc. (TSXV: BTCW) (“Bitcoin Well” or
the “Company”) is pleased to announce that we have closed the
acquisition of Entreprises Equibytes Inc. (“Equibytes”), a money
service business and bitcoin ATM operator based in Montreal,
Quebec.
“Expanding our market reach into Quebec is an
exciting milestone for us that increases our global bitcoin ATM
network to 212 machines,” said Adam O’Brien, CEO of Bitcoin Well.
“Acquiring the necessary licenses to operate in Quebec was the
first step. Now we are looking forward to tailoring our outreach
and operational processes to thrive in a new market while bringing
our white-glove services to the local community.”
Equibytes Acquisition
Overview
By way of a Share Purchase Agreement (the
“Agreement”), 100% of the issued and outstanding shares of
Equibytes were acquired by Bitcoin Well for an aggregate purchase
price of $300,000 outlined further below. The Acquisition has an
effective date of September 7, 2021 (the “Effective Date”).
Consideration paid for the Acquisition is as
follows:
- Payment of
$30,000 cash by Bitcoin Well to Equibytes on September 7,
2021;
- Issuance of
$135,000 worth of Bitcoin Well common shares, priced at $0.34 being
the close price on September 7, 2021, the day the Agreement was
signed; and
- An earn-out
equal to $135,000, to be earned in the period following the
Effective Date based on the gross profit (defined as profit of
Bitcoin Well after deducting the costs associated with generating
the profit, and will be calculated as the revenue, less cost of
goods sold) earned from the operation of the business of Bitcoin
Well (the “Earn-Out”).
In accordance with the terms of the Agreement,
the Earn-Out shall be paid monthly commencing the first month
following the Effective Date. Equibytes shall earn 25% of the Gross
Profit from the machines that are operated in the Province of
Quebec, which shall be payable within 15 days from the end of each
month, up to a maximum total of $135,000.
Shares for Debt/Services and
Options
Pursuant to an employment agreement with an
arms-length party, the Company has agreed to issue shares of
Bitcoin Well Inc. in payment of a bonus entitlement (the “Bonus”)
under the agreement. Through this arrangement, in connection with
the Bonus, the Company has agreed to issue to the employee (the
"Employee") an aggregate of 124,137 Common Shares in the capital of
the Company (the "Employee Bonus Shares") at a deemed issue price
of $0.29 per Employee Bonus Share. The issuance of the Employee
Bonus Shares is subject to the TSX Venture Exchange's final
approval. All Employee Bonus Shares issued in connection with the
bonus are subject to a statutory hold period of four months plus
one day from the issuance of the Employee Bonus Shares in
accordance with applicable securities legislation.
The Company has also granted, pursuant to its
stock option plan, a total of 588,237 incentive stock options to
directors, officers, and consultants of the Company. The options
are exercisable at a price of $0.34 per share for three years.
About Bitcoin Well
Bitcoin Well offers convenient, secure and
reliable ways to buy and sell bitcoin through a trusted Bitcoin ATM
network and suite of web-based transaction services. The Company
generates revenue and based on management’s assessment of
publicly-available data, is the first publicly traded Bitcoin ATM
company in the world, with an enterprising consolidation strategy
to deliver accretive and cost-effective expansion in North America
and globally. As leaders of the longest-running, founder-led
Bitcoin ATM company in Canada, management of Bitcoin Well brings
deep operational capabilities that span the entire value chain
along with access to proprietary, cutting-edge software development
that supports further expansion. Sign up for our newsletter and
follow us on LinkedIn, Twitter, Facebook and Instagram to keep up
to date with our business.
Contact Information For
investor information, please contact:
Bitcoin Well
10142 82 Avenue NWEdmonton, AB T6E
1Z4bitcoinwell.cominvestors@bitcoinwell.com
Adam O’Brien, President & CEO or
Dave Bradley, Chief Revenue OfficerTel: 1 888 711
3866 ir@bitcoinwell.com
For media queries and further information, please contact:
Karen Smola, Director of MarketingTel:
587-735-1570k.smola@bitcoinwell.com
Reader Advisory / Forward-Looking
Statements
Statements in this press release regarding
Bitcoin Well which are not historical facts are “forward-looking
statements” that involve risks and uncertainties, such as the
timing of expansion plans and activities, the completion of the
Equibytes acquisition and the terms thereof, the price per share of
Bitcoin Well issued under the Equibytes acquisition, the number of
shares to be issued pursuant to the transaction, the payment of the
Earnout, the anticipated income stream to be generated for Bitcoin
Well as well as various other business objectives. Such information
can generally be identified by the use of forwarding-looking
wording such as “may”, “expect”, “estimate”, “anticipate”,
“intend”, “believe” and “continue” or the negative thereof or
similar variations. The forward-looking statements in this press
release were made in reliance of certain assumptions made by
management, including assumptions regarding, among other things,
the bitcoin market, the ability to protect intellectual property,
Equibytes’ competitive advantages and the ability of Bitcoin Well
to manage growth of its business as a result of the proposed
transaction. Since forward-looking statements address future events
and conditions, by their very nature, they involve inherent risks
and uncertainties such as the risk that the Equibytes acquisition
is not completed or is not completed on the terms outlined in the
share purchase agreement. Actual results in each case could differ
materially from those currently anticipated in such statements due
to factors such as: (i) adverse market conditions; (ii) the need
for additional financing; (iii) difficulties obtaining TSXV
approval of the Equibytes acquisition; and (iv) changes in laws and
regulations. These forward-looking statements are made as of the
date of the press release and except as required by law, Bitcoin
Well does not intend to update any changes to such statements
whether as a result of new information, future events or otherwise.
These factors should not be construed as exhaustive.
Neither TSXV nor its Regulation Services
Provider (as that term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
Bitcoin Well (TSXV:BTCW)
Historical Stock Chart
From Jun 2024 to Jul 2024
Bitcoin Well (TSXV:BTCW)
Historical Stock Chart
From Jul 2023 to Jul 2024