Bitcoin Well Inc. (TSXV:BTCW) entered into an agreement to acquire Ghostlab Inc. from Adam O'Brien and Dave Bradley for an enterprise value CAD 3.4 million on August 31, 2021. The aggregate consideration payable for Ghostlab will be as follows: (a) An amount equal to CAD 0.8 by issuing 2,758,620 common shares at a deemed price of CAD 0.29 per common share of the company (b) The assumption of negative equity of approximately CAD 1.8 million (c) An earn-out of up to CAD 0.6 payable in common shares (the “Earnout”). The Earnout is payable in equal installments of CAD 0.15 predicated on achieving Net Revenue of CAD 0.6, CAD 1.5 million, CAD 3.6 million and CAD 8.0 million, respectively within a 12 month period, prior to the fourth anniversary of the acquisition's Effective Date. The purchase price is subject to the adjustments. 74% of the shares issuable will be allocated to Adam O'Brien and the remaining 26% will be allocated to David Bradley. The acquisition of Ghostlab was approved by the Bitcoin Well board upon recommendation of the independent special committee. Completion of the acquisition of Ghostlab is subject to, among other things, customary closing conditions and regulatory approvals, including the approval of the TSXV.

Bitcoin Well Inc. (TSXV:BTCW) completed the acquisition of Ghostlab Inc. from Adam O'Brien and Dave Bradley on September 1, 2021.