BTCW Bitcoin Well Inc

Bitcoin Well Inc. (“Bitcoin Well” or the “Company”) (TSXV:BTCW; OTCQB:BCNWF), 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 (the “Offering”) of 23,291,985 units of Bitcoin Well (the “Units”) 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 (each, a “Common Share” and collectively “Common Shares”) and one common share purchase warrant (each, a “Warrant” and collectively “Warrants”) 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.

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.

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.

The foregoing disclosure is being disseminated pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting. Copies of the early warning reports with respect to the foregoing will appear on the Company’s SEDAR profile at www.sedarplus.ca and may also be obtained by contacting the Company at 1 888 711 3866 or ir@bitcoinwell.com.

The Company further announces that it has entered into amending agreements (“Amending Agreements”) to amend the terms of certain agreements pursuant to which certain insiders and arm’s length parties loaned bitcoin and ETH to the Company in consideration for interest payments at market rates.

The Offering and certain of the Amending Agreements are considered related party transactions under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) because of the participation of certain directors and officers of Bitcoin Well. These transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the Units subscribed for by related parties, the prepaid interest payments to related parties, or the consideration paid therefor does not exceed 25% of the Company’s market capitalization.

About Bitcoin Well

Bitcoin Well is in the business of future-proofing money. We do this by making bitcoin useful to everyday people to give them the convenience of modern banking and the benefits of bitcoin. Our existing Bitcoin ATM business unit drives cash-flow to help fund this mission.

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Bitcoin Well contact information

To book a virtual meeting with our Founder & CEO Adam O’Brien please use the following link: https://bitcoinwell.com/meet-adam

For additional investor & media information, please contact:Tel: 1 888 711 3866ir@bitcoinwell.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking information Certain statements contained in this news release may constitute forward-looking statements or forward-looking information (collectively, “forward-looking information”). Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "plan", "estimate", "expect", "may", "will", "intend", "should", or the negative thereof and similar expressions. All statements herein other than statements of historical fact constitute forward-looking information, including but not limited to statements in respect of: final approval of the Offering by the TSX Venture Exchange; and Bitcoin Well’s business plans and outlook. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information.

Bitcoin Well’s actual results could differ materially from those anticipated in this forward-looking information as a result of regulatory decisions, inability to obtain final TSX Venture Exchange approval, competitive factors in the industries in which Bitcoin Well operates, prevailing economic conditions, and other factors, many of which are beyond the control of Bitcoin Well.

Bitcoin Well believes that the expectations reflected in the forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon.

Any forward-looking information contained in this news release represents Bitcoin Well expectations as of the date hereof, and is subject to change after such date. Bitcoin Well disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.

For more information, see the Cautionary Note Regarding Forward Looking Information found in the Bitcoin Well quarterly Management Discussion and Analysis.