Bitcoin Well Inc. announced a private placement of unsecured convertible debenture in the principal amount of up to CAD 5 million on February 24, 2022. The notes will mature on February 23, 2025, subject to two automatic one year extensions. The convertible notes will be issued in three tranches at the option of the company and will be convertible, at the option of the holder, into common shares of the company at a conversion price of CAD 0.30 per share. The convertible notes will bear interest at 10% per annum, payable in cash monthly in arrears. The convertible notes financing is subject to the completion of due diligence, definitive legal documentation, approval of the TSX Venture Exchange as well as successful negotiation of a third-party agreement on fees related to the transaction. The securities issued will be subject to a statutory hold period in Canada equal to four months and one day from the conversion date. The company may pay a finder's fee in accordance with the policies of the TSXV Venture Exchange to certain registrants in connection with the financing.

On the same day, the company has received CAD 1,500,000 in its first tranche closing. The tranche included participation from Beyond The Rhode Corp. The company will receive second tranche of CAD 2,000,000 on or before March 31, 2022. Additionally, subject to TSX Venture Exchange approval, the company may request a third tranche in one or more advances from Beyond The Rhode Corp not exceeding principal amount of CAD 1,500,000 on or before June 30, 2022. The company did not pay any finder fee for the tranche.


On March 7, 2022, the TSX Venture Exchange has accepted for filing documentation with respect to the transaction.