Bitcoin Well arranges $100-million (U.S.) financing

Executive Summary

• Bitcoin Well Inc. closed the first tranche of a private placement, issuing 122,471,380 units for gross proceeds of approximately C$12.49 million.
• The overall offering permits up to US$100 million (or 5,000 bitcoin) and may be upsized by an additional US$50 million, potentially raising total gross proceeds to US$150 million.
• Proceeds will be used to expand the company’s strategic bitcoin reserve, fund working capital and general corporate purposes; the transaction also includes extensive investor rights and voting support arrangements that could reshape the board and share‑class structure.

Key Details

• Offering Size & Price: Up to US$100 million (5,000 bitcoin) at C$0.102 per unit; each unit = 1 common share + 1 warrant.
• First Tranche Close: 122,471,380 units issued; gross proceeds of C$12,492,081 (including conversion of 37.31 bitcoin at CME CF Bitcoin Reference rate on 2025‑09‑24).
• Warrant Terms: Each warrant exercisable for one additional share at C$0.1875 per share for two years from the closing date.
• Potential Upsize: Additional US$50 million may be offered, raising total possible gross proceeds to up to US$150 million.
• Use of Proceeds:
• Increase strategic bitcoin treasury (target increase from ~11 bitcoin to >75 bitcoin).
• Working capital.
• General corporate purposes.
• Investor Rights Agreements:
• Zermatt Consulting LLC – right to nominate two directors; subject to TSX‑V and shareholder approval.
• Adam O’Brien – right to nominate four directors; together with Zermatt, a mutual nominee for one additional director.
• Board Expansion: Plan to increase board from four to seven directors at the next AGM following closing.
• Share Structure Amendment Proposal: Seek shareholder approval to create unlimited subordinate voting shares (1 vote each) and multiple‑voting shares (300 votes each). Effectiveness tied to future uplisting to a senior exchange.
• Voting Support & Trust Agreements: All investors will enter into agreements to vote in favour of the share‑structure amendment, O’Brien rights agreement, and related matters; also grant voting trust to O’Brien for director appointments for 24 months.
• Finders’ Fees: May be paid in units to certain finders per TSX‑V policy; none paid for first tranche.
• Statutory Hold Period: All securities subject to a four‑month‑plus‑one‑day hold period under applicable securities laws.
• Regulatory Conditions: Closing contingent on required TSX‑V approvals and other regulatory consents.

Notable Quotes

“Bitcoin Well has always given investors exposure to the bitcoin industry through our operations and now Bitcoin Well is enhancing that exposure,” – Adam O’Brien, Founder & CEO.

“I am thrilled with the progress so far on the offering… This amount allows us to grow our existing treasury by over 700 % from 11 to over 75 bitcoin!” – Adam O’Brien.