Bitcoin Well : Acquisition Agreement

RED RIVER CAPITAL CORP.

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1739001 ALBERTA LTD. o/a BITCOIN WELL

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ADAM O'BRIEN

ACQUISITION AGREEMENT

April 30, 2021

ACQUISITION AGREEMENT dated effective as of the 30th day of April, 2021.

BETWEEN:

RED RIVER CAPITAL CORP., a company incorporated under the laws of Alberta and having an office at 1900, 520 - 3rd Avenue S.W., Calgary, Alberta, T2P 0R3

(hereinafter referred to as "Red River")

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1739001 ALBERTA LTD. o/a BITCOIN WELL, a company incorporated under the laws of Alberta and having an office at 10142 82 Avenue NW, Edmonton, Alberta, T6E 1Z4

(hereinafter referred to as "Bitcoin Well")

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ADAM O'BRIEN, in his capacity as Voting Trustee for the Bitcoin Shareholders under the Voting Trust Agreement (as such terms are defined herein) (hereinafter referred to as "Voting Trustee")

RECITALS:

1. On June 1, 2020, Red River and Bitcoin Well entered into a letter of intent (the "Letter of Intent") contemplating the acquisition by Red River of all of the issued and outstanding securities of Bitcoin Well from the holders thereof in exchange for the issuance of equivalent securities of Red River to such holders as a reverse takeover of Red River by the shareholders of Bitcoin Well (the "Acquisition").
2. The Parties entered into a share purchase agreement to effect the Acquisition on September 11, 2020 (the "Original SPA").
3. The Parties entered into an amended and restated purchase agreement with respect to the Acquisition on October 26, 2020 (the "A&R SPA").
4. The Parties wish to replace and supersede the A&R SPA pursuant to the terms of this acquisition agreement (this "Agreement").
5. Red River is a Capital Pool Company listed on the TSX Venture Exchange (the "Exchange") and the Acquisition is intended to constitute the "Qualifying Transaction" of Red River pursuant to the policies of the Exchange.
6. The Bitcoin Shareholders are the owners of all of the issued and outstanding shares of Bitcoin Well and have signed the Voting Trust Agreement pursuant to which they have granted certain rights to the Voting Trustee, including the right to tender, deliver or otherwise sell the securities subject to the Voting Trust Agreement in connection with any all transactions affecting the Bitcoin Shareholders, including without limitation, an arrangement, share purchase agreement, merger, takeover bid, reverse takeover transaction or equivalent transactions.

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1. The Parties wish to effect the Acquisition pursuant to the terms and conditions set forth in this Agreement and by way of a three-cornered amalgamation (the "Amalgamation") between Bitcoin Well, Red River and a newly incorporated wholly-owned subsidiary of Red River ("Subco") under the provisions of the Business Corporations Act (Alberta).
2. In furtherance of the Amalgamation, the independent members of the board of directors of Bitcoin Well (the "Bitcoin Well Board") has agreed to submit the Bitcoin Well Amalgamation Resolution (as defined below) to the Voting Trustee on behalf of the Bitcoin Well Shareholders (as defined below).
3. The Bitcoin Well Board has: (i) unanimously determined that the Acquisition to be effected by way of the Amalgamation is advisable and in the best interests of Bitcoin Well; and (ii) unanimously approved the transactions contemplated by this Agreement and has determined to recommend approval of the Bitcoin Well Amalgamation Resolution to the Voting Trustee on behalf of the Bitcoin Well Shareholders.
4. The board of directors of Red River (the "Red River Board") has approved the transactions contemplated by this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS, INTERPRETATION AND SCHEDULES

1.01 Definitions

In this Agreement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

1. "ABCA" means the Business Corporations Act (Alberta) and the regulations thereunder.
2. "Acquisition" shall have the meaning ascribed thereto in the recitals.
3. "affiliate" shall mean any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with a Person.
4. "Agent's Commission Securities" means the Bitcoin Subscription Receipts issued to the Agents as part of their commissions and fees under the Concurrent Financing.
5. "Agreement" means this Agreement and the schedules attached hereto, as amended, amended and restated or supplemented from time to time.
6. "Amalco" means the company resulting from the Amalgamation.
7. "Amalco Shares" means common shares in the share capital of Amalco, having the rights, privileges, conditions and restrictions described in the Articles of Amalgamation appended to the Amalgamation Agreement.

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1. "Amalgamation" shall have the meaning ascribed thereto in the recitals.
2. "Amalgamation Agreement" means the agreement between Red River, Subco and Bitcoin Well in relation to the Amalgamation, dated the Effective Date, substantially in the form attached hereto as Schedule "A", as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms and the terms hereof.
3. "Applicable Laws" means any domestic statute, law (including the common law), ordinance, rule, regulation, restriction, by-law, order, or any consent, exemption, approval or licence of any Governmental Authority, applicable securities laws and the rules and policies of the Exchange, that (as the context requires) applies in whole or in part to the Acquisition, Bitcoin Well, Red River, the Voting Trustee or their respective assets, as applicable.
4. "Articles of Amalgamation" means the articles of amalgamation required under the ABCA to be filed with the Director in connection with the Amalgamation.
5. "Bitcoin A Shares" means the Class "A" Common Shares in the capital of Bitcoin Well.
6. "Bitcoin B Shares" means the Class "B" Common Shares in the capital of Bitcoin Well.
7. "Bitcoin I Shares" means the Class "I" Common Shares in the capital of Bitcoin Well.
8. "Bitcoin I Warrants" means the warrants to acquire Bitcoin I Shares issuable pursuant to the automatic conversion of the Bitcoin Subscription Receipts issued pursuant to the Concurrent Financing.
9. "Bitcoin Options" means the issued and outstanding options to acquire Bitcoin I Shares as set out on Schedule "C" hereto.
10. "Bitcoin Pref Shares" means the Class "F" non-cumulative, redeemable Preferred Shares in the capital of Bitcoin Well.
11. "Bitcoin Shareholders" means the holders of Bitcoin Shares as more fully described on Schedule "C" hereto.
12. "Bitcoin Shares" means, collectively, all of the issued and outstanding Bitcoin Pref Shares, Bitcoin A Shares, Bitcoin B Shares and Bitcoin I Shares.
13. "Bitcoin Subscription Receipts" means, the subscription receipts issued under the Concurrent Financing which shall convert into Bitcoin I Shares and Bitcoin Warrants immediately before the Effective Time.
14. "Bitcoin Well" shall have the meaning ascribed thereto in the recitals.
15. "Bitcoin Well Amalgamation Resolution" means the special resolution of the Bitcoin Well Shareholders approving the Amalgamation and other related matters, substantially in the form set out in Schedule "B".
16. "Bitcoin Well Board" shall have the meaning ascribed thereto in the recitals.

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1. "Bitcoin Well Disclosed Information" means all information disclosed by Bitcoin Well in the Data Room as at 8:00 pm MST on the date hereof.
2. "Bitcoin Well Financial Statements" means audited financial statements for Bitcoin Well for the fiscal years ended December 31, 2019 and 2020 and such periods as contemplated under Item 46 of the Exchange's Form 3B1 and 3B2 "Information required in an information circular for a qualifying transaction / Information required in a filing statement for a qualifying transaction", and the comparative fiscal years and interim periods, together with related statements of income, cash flows, and changes in shareholders' equity for the fiscal years and interim periods then ended, all prepared in accordance with IFRS and audited by an independent auditor.
3. "Business" means the business of Bitcoin Well - specifically the operation of Bitcoin ATMs and provision of cryptocurrency transaction services as well as operations ancillary thereto.

1. "Business Day" means any day, other than a Saturday, a Sunday or a statutory holiday in Calgary, Alberta.
2. "Certificate of Amalgamation" means the certificate of amalgamation issued by the Director in connection with the Amalgamation pursuant to subsection 267 of the ABCA.
3. "Closing" means the completion of the transactions contemplated by this Agreement.
4. "Closing Date" means such date as mutually agreed to by Red River and Bitcoin Well on which the Closing occurs.
5. "Concurrent Financing" means the brokered private placement of up to 2,800,000 Bitcoin Subscription Receipts.
6. "CPC" has the meaning ascribed thereto in the CPC Policy.
7. "CPC Policy" means Policy 2.4 - Capital Pool Companies of the Exchange as at January 1, 2021.
8. "Data Room" means the virtual data room maintained on the Dentons Direct platform in respect of the Acquisition.
9. "Deadline to Close" means the 10 day of June, 2021or such later date as mutually agreed to by Red River and Bitcoin Well in writing.
10. "Director" means the Director appointed pursuant to the ABCA.
11. "Effective Date" means the date shown on the Certificate of Amalgamation.
12. "Effective Time" means the Effective Time as defined in the Amalgamation Agreement.
13. "Encumbrances" means mortgages, charges, pledges, security interests, liens, encumbrances, actions, claims, demands and equities of any nature, including without limitation, any liability for accrued but unpaid taxes.