Bitcoin Well to issue debt shares, closes placement

Executive Summary

• Bitcoin Well Inc. has closed a private placement raising approximately $12.5 million in aggregate proceeds, consisting of cash and bitcoin.
• The company settled approximately $291,095 in accrued interest debt and $62,905 in sponsorship agreement debt by issuing common shares to creditors.
• The company granted 8,292,500 stock options to directors, officers, and consultants, triggering an early warning disclosure for CEO Adam O'Brien due to his significant ownership stake.

Key Details

• Private Placement Closing:

  • Aggregate Proceeds: Approximately $12,492,081.22.
  • Units Sold: 122,471,380 units.
  • Cash Component: $6,618,460 raised from the sale of 64,886,861 units.
  • Bitcoin Component: 37.31 bitcoin (approx. value $5,873,621.11 based on $157,427.53/BTC) raised from the sale of 57,684,519 units.
  • Hold Period: All securities subject to a statutory hold period of four months and one day.
  • Fees: No finders' fees were paid.
  • Conditions: Subject to TSX Venture Exchange approval and other regulatory approvals.

• Debt Settlement (Shares for Debt):

  • Total Debt Settled: $354,000.50 ($291,095 interest + $62,905.50 sponsorship).
  • Use of Coin/Debenture Interest Debt: $96,683 settled via 920,788 shares at 10.5 cents/share; $113,813 settled via 1,354,916 shares at 8.4 cents/share.
  • Convertible Debenture (CD) Interest Debt: $80,600 settled via 739,449 shares at 10.9 cents/share.
  • Sponsorship Agreement Debt: $62,905.50 settled via 698,950 shares at 9 cents/share.
  • Hold Period: All shares issued subject to a statutory hold period of four months and one day.
  • Conditions: Subject to TSX Venture Exchange approval.

• Stock Option Grant:

  • Total Options Granted: 8,292,500 options.
  • Recipients: Directors, officers, and consultants.
  • Exercise Price: 10.5 cents per share.
  • Vesting Schedule: One-third vests on each of the first three anniversaries of the grant date.
  • Expiration: Five-year term, expiring Jan. 1, 2031.
  • Hold Period: Options and underlying shares subject to a four-month and one-day hold period.

• Early Warning Disclosure (Adam O'Brien):

  • Pre-Grant Holdings: 83,687,904 shares, 2.88 million warrants, and 2,604,819 options (~23.88% non-diluted, ~25.06% partially diluted).
  • Acquisition: Acquired 1.8 million options via the grant.
  • Post-Grant Holdings: 83,687,904 shares, 2.88 million warrants, and 4,404,819 options (~23.88% non-diluted, ~25.43% partially diluted).
  • Related Party Transaction: Participation constitutes a related-party transaction under MI 61-101; exemptions from formal valuation and minority shareholder approval are relied upon as the interested party interest is not expected to exceed 25% of market capitalization.