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EDMONTON, Alberta, June 08, 2021 (GLOBE NEWSWIRE) – 1739001 Alberta Ltd. o / a Bitcoin Well (Bitcoin Well or the Company) and Red River Capital Corp. (TSXV: XBT.P) (Red River) are pleased to announce that Bitcoin Well has completed the previously announced private placement (the Private Placement) resulting in total gross proceeds of C $ 7,000,000 on June 8, 2021.
Canaccord Genuity Corp. (the Agent) acted as agent for the Private Placement, through which Bitcoin Well issued 2,800,000 Bitcoin Well subscription receipts at a price of C $ 2.50 each. Each subscription receipt entitles its holder to receive, without payment of additional consideration or other share from the holder, one unit of Bitcoin Well (a “unit”), consisting of one common share and one half. – ordinary receipt of share purchase warrant (each entire warrant, a “warrant”). In connection with the closing of the Red Rivers Qualifying Transaction (the Qualifying Transaction), which was previously announced on June 2, 2020 and September 14, 2020, all common shares and warrants composing the units will be adjusted at a rate of ten to one. basis in each case, resulting in an effective issue price of $ 0.25 per common share and an effective exercise price of $ 0.375 per warrant. Bitcoin Well intends to use the net proceeds of this private placement to increase our working capital stock and accelerate global expansion by organically increasing the number of ATMs deployed, while pursuing acquisition opportunities. assets or highly synergistic businesses.
The private placement was completed in connection with the previously announced qualifying transaction, whereby Red River (the “Resulting Issuer”) will acquire all of the shares of Bitcoin Well in exchange for common shares of Red River (the “ Shares of the resulting issuer ”). . Qualifying is currently scheduled to close this week. Additional information regarding the Qualifying Transaction, the Private Placement and the Resulting Issuer can be found in Red River’s filing statement filed on May 17, 2021 and available on SEDAR under Red River’s profile.
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The gross proceeds of the private placement less 50% of the agent’s commission, the remaining business financing fees and the agent’s fees and expenses (the “Escrow Funds”) have been remitted to Odyssey Trust Company (“ Odyssey ”), as a receiving agent subscription. Escrow funds will be held by Odyssey until the waiver and / or satisfaction of certain escrow release conditions (the “Escrow Release Conditions”), including, but not limited to, the fulfillment, satisfaction or waiver of all conditions precedent to the qualifying transaction. and other usual escrow conditions for a transaction of this nature.
In connection with the private placement, we paid the agent corporate financing fees of $ 75,000 in cash and 20,000 subscription receipts and a cash commission in the aggregate amount of $ 490,000 (the “ cash commission ”). Fifty percent (50%) of the cash commission has been paid to agents and the remaining fifty percent (50%) of the cash consideration has been deposited into escrow and will be released upon satisfaction and / or waiver of the terms of release from escrow and may be paid in cash or units at the option of the agent.
In return, the Agent received 160,000 compensation options (the “Agent’s Options”) under the Private Placement. Following satisfaction and / or waiver of the Escrow Release Conditions, each Agent’s Option will be exchanged for 10 Agent’s Options in the capital of the resulting Issuer where each Agent’s Option will be exchanged for the Resulting Issuer may be exercised for 1 Share of the Resulting Issuer and one Warrant that may be exercised for Shares of the Resulting Issuer.
We are extremely excited to take another step on our path to becoming the first publicly traded Bitcoin ATM company with the closing of this funding, said Adam OBrien, CEO of Bitcoin Well. Not only have we expanded our investor base and presented the bitcoin opportunity to a multitude of new investors, but these funds will also support our overall strategy to ensure profitable and profitable expansion, which will ultimately facilitate the growth of financial sovereignty around the world and help us raise awareness of bitcoin and its benefits.
About Bitcoin Well
Bitcoin Well offers convenient, secure, and reliable ways to buy and sell bitcoin through a trusted Bitcoin ATM network and web-based transaction service suite. Bitcoin Well is profitable and well positioned to become the premier publicly traded Bitcoin ATM company, with an enterprising consolidation strategy to deliver profitable and profitable expansion in North America and globally. As the leader of the oldest Bitcoin ATM company run by its founder, Bitcoin Well management brings deep operational capabilities that span the entire value chain as well as access to proprietary software development and tip that supports further expansion. Follow us on LinkedIn, Twitter, YouTube, Facebook and Instagram to stay up to date with our business.
Contact details For more information, please contact:
Bitcoin Well10142 82 Avenue NW Edmonton, AB T6E 1Z4bitcoinwell.com
Adam OBrien, President and CEO Tel. : 1 888 711 3866
or
Karen Smola, Director of Marketing Tel: 1 888 711 3866
Notice to readers / forward-looking statements
Statements in this press release regarding Bitcoin Well that are not historical facts are forward-looking statements that involve risks and uncertainties, such as the timing of expansion plans and activities, the closing of the RTO and the timing of it, as well as various business objectives. Such information can generally be identified by the use of forward-looking wording such as can, expect, estimate, anticipate, intend, believe and continue or the negative thereof or similar variations. Because forward-looking statements deal with future events and conditions, by their very nature they involve inherent risks and uncertainties such as the risk that closing will not occur for any reason. Actual results in each case could differ materially from those currently anticipated in these statements due to factors such as: (i) adverse market conditions and (ii) the need for additional financing. Unless required by law, Bitcoin Well does not intend to update any changes to these statements.
Investors are cautioned that, unless otherwise specified in the filing statement prepared under the RTO, any information published or received regarding the transaction may not be accurate or complete and should not be relied upon.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the RTO and has neither approved nor disapproved of the contents of this press release.
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