Bitcoin Well arranges $2.54-million unit offering Mr. Adam O'Brien reports
BITCOIN WELL ANNOUNCES BROKERED FINANCING LED BY HAYWOOD SECURITIES
Bitcoin Well Inc. has entered into an agreement with Haywood Securities Inc. dated Feb. 29, 2024, to act as sole agent and sole bookrunner to assist the company in selling on a commercially reasonable efforts private placement basis, units of the company at a price of 17.5 cents per unit for gross proceeds of a minimum of $1.25-million (from the sale of a minimum 7,142,857 units) and a maximum of $2.1-million (from the sale of a maximum of 12 million units).
Each unit will consist of one common share of the company and one-half of one common share purchase warrant of the company. Each warrant will entitle the holder thereof to purchase one additional common share at a price of 27.5 cents, subject to adjustment in certain events, for a period of 36 months following the closing date of the offering.
The company has granted to Haywood an option, exercisable in whole or in part by Haywood at any time up to 48 hours prior to the closing date, to offer for sale up to an additional 2.52 million units at the issue price for additional gross proceeds to the company of $441,000. In the event that the agent's option is exercised in its entirety, the total gross proceeds to the company from the offering will be a maximum of $2,541,000 (from the sale of a maximum of 14.52 million units).
The company intends to use the net proceeds of the offering for sales and marketing, working capital, and general corporate purposes.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions, the offering is being made to purchasers resident in all provinces and territories of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the listed issuer financing exemption). The securities offered under the listed issuer financing exemption will not be subject to a statutory hold period in accordance with applicable Canadian securities laws. There is an offering document related to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.
Haywood will also be entitled to offer the units for sale in jurisdictions outside of Canada provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. All securities not issued pursuant to the listed issuer financing exemption will be subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the closing date.
The company expects to close the offering on or about March 22, 2024, or such other date as the company and Haywood may agree. The offering is subject to certain conditions including, but not limited to, the receipt of all necessary TSX Venture Exchange and regulatory approvals.
Upon closing of the offering, the company shall pay to Haywood: (i) a cash commission equal to 7 per cent of the aggregate gross proceeds of the offering; and (ii) non-transferrable broker warrants of the company exercisable at any time prior to the date that is 36 months from the closing date to acquire that number of units equal to 7 per cent of the number of units issued under the offering at an exercise price equal to the issue price, subject to adjustment in certain events.
About Bitcoin Well Inc.
Bitcoin Well is on a mission to enable independence. It does this by making bitcoin useful to everyday people to give them the convenience of modern banking and the benefits of bitcoin.