“We are absolutely ecstatic to have completed the Transaction, which kicks off the next phase of our continued evolution as we become a publicly traded company,” said Adam O’Brien, CEO of the Company. “In anticipation of this milestone, we have already established governance protocols and have been operating as though we were public for several quarters. The completion of the Transaction, which is one of the final hurdles to our public listing, represents a critical event for the Company as the listing will offer a new platform to share information and education about the opportunity for people to become financially sovereign, while increasing our global visibility, reaching a broad new investor base and gaining access to diverse pools of capital that can help fund our continued growth. I want to thank the team at Bitcoin Well and all stakeholders involved in the transaction for all of the hard work getting to this point, and we look forward to welcoming both pre-coiners and experienced bitcoiners to participate with us on this journey.”
The Transaction, which constitutes the Company’s “Qualifying Transaction” (as such term is defined in Policy 2.4 of the
Conversion of Bitcoin Well Subscription Receipts and Escrow Release
In connection with the Transaction, the Company has satisfied the escrow release conditions of the Offering and the Subscription Receipts were automatically converted to common shares and warrants of Old Bitcoin Well and then were immediately exchanged for common shares and warrants of the Company on a 10:1 basis. The escrowed funds, net of the outstanding cash commission and expenses payable to the agent (equal to approximately
Each Warrant will entitle the holder thereof to purchase one common share (a "Warrant Share") at an exercise price equal to
Name Change and Share Exchange
Contemporaneous with the Transaction, the Company changed its name from "
Upon completion of the Transaction, the Company has a total of 162,879,500 shares issued and outstanding on a non-diluted basis, with approximately 96% held by existing Bitcoin Well shareholders and approximately 4% held by former Red River Capital Corp. shareholders. Of this total amount, 76,992,161 common shares are held in escrow pursuant to a TSXV - Tier 2 Surplus Escrow Agreement and 25,567,413 common shares are held in escrow pursuant to a TSXV – Tier 2 Value Escrow Agreement.
The Company has received conditional approval for the Transaction from the TSXV and its common shares are expected to commence trading on the TSXV under the ticker symbol “BTCW” during the week of
Board of Directors and Officers
Following closing of the Transaction, the incumbent directors and officers of the Company (other than
Options
In addition, the board of directors of the Company has also approved the granting of 999,978 options (“Options”) having an exercise price of
Full details of the Transaction and certain other matters are set out in the filing statement of the Company dated
About Bitcoin Well
Bitcoin Well offers convenient, secure and reliable ways to buy and sell bitcoin through a trusted Bitcoin ATM network and suite of web-based transaction services. Bitcoin Well is profitable and positioned to become the first publicly traded Bitcoin ATM company, with an enterprising consolidation strategy to deliver accretive and cost-effective expansion in
Contact Information
For investor information, please contact:
Bitcoin Well
10142 82 Avenue NW
bitcoinwell.com
Adam O’Brien, President & CEO or
Tel: 1 888 711 3866
IR@bitcoinwell.com
For media queries and further information, please contact:
Tel: 587-735-1570
k.smola@bitcoinwell.com
Reader Advisory / Forward-Looking Statements
Statements in this press release regarding Bitcoin Well which are not historical facts are “forward-looking statements” that involve risks and uncertainties, such as the timing of expansion plans and activities, as well as various business objectives. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the closing may not occur for any reason. Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) adverse market conditions and (ii) the need for additional financing. Except as required by law, Bitcoin Well does not intend to update any changes to such statements.
Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the RTO, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.
The
1 Due to the restriction under applicable corporate law relating to the number of new board members that can be appointed to the Board of the
Source: Bitcoin Well
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