Bitcoin Well Announces Shares For Debt Settlement, Closing Of Private Placement, Stock Option Grant And Early Warning Disclosure
Executive Summary
- Bitcoin Well settled C$291,095 of accrued interest debt by issuing approximately 2.97 million common shares at deemed prices ranging from C$0.084 to C$0.109 per share.
- The company closed a private placement raising roughly C$12.49 million (C$6.62 M cash and Bitcoin valued at C$5.87 M) through the sale of 122,471,380 units.
- An option grant was issued for up to 8,292,500 shares at an exercise price of $0.105 per share to directors, officers and consultants; CEO Adam O’Brien acquired 1.8 million of these options.
Key Details
- Debt Settlement – Use of Coin & Debenture Interest Debt
- C$96,683 settled with 920,788 shares @ C$0.105/share.
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C$113,813 settled with 1,354,916 shares @ C$0.084/share.
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Debt Settlement – Convertible Debenture (CD) Interest Debt
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C$80,600 settled with 739,449 shares @ C$0.109/share.
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Debt Settlement – Sponsorship Agreement Debt
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C$62,905.50 settled with 698,950 shares @ $0.09/share.
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All settlement shares are subject to a statutory hold period of four months and one day pending TSX Venture Exchange approval.
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Private Placement Closing
- Total proceeds: ≈ C$12,492,081.22.
- Units sold: 122,471,380 (64,886,861 units for C$6,618,460 cash; 57,684,519 units for 37.31 Bitcoin valued at C$5,873,621).
- No finder’s fees paid.
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Securities issued are also subject to a four‑month plus one day hold period and remain conditional on regulatory approvals.
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Stock Option Grant
- Up to 8,292,500 shares authorized under the omnibus equity incentive plan.
- Exercise price: $0.105 per share.
- Vesting: One‑third each on the first three anniversaries of the grant date; five‑year term expiring Jan 1 2031.
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All options and resulting shares subject to the same statutory hold period.
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Related Party Transaction Disclosure
- Directors/officers participating in the debt settlement and option grant are considered related parties under MI 61‑101.
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The company will rely on exemptions because the fair market value of each transaction is expected to be < 25 % of market capitalization.
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Early Warning Disclosure – CEO Ownership
- Prior to the grant, Adam O’Brien controlled 83,687,904 shares, 2,880,000 warrants and 2,604,819 options (≈23.88 % non‑diluted).
- After acquiring 1,800,000 options, his holdings become 83,687,904 shares, 2,880,000 warrants and 4,404,819 options (≈23.88 % non‑diluted; ≈25.43 % partially diluted).
Notable Quotes
- No direct quotes were provided in the release.