Bitcoin Well Announces Closing of Oversubscribed Private Placement of Units for Gross Proceeds of $2.3 Million

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EDMONTON, Alberta, March 22, 2024 (GLOBE NEWSWIRE) -- Bitcoin Well Inc. (“Bitcoin Well” or the “Company”) (TSXV: BTCW; OTCQB: BCNWF), the non-custodial bitcoin business on a mission to enable independence, is pleased to announce that it has closed its previously announced commercially reasonable efforts private placement offering of an aggregate of 13,352,797 units of the Company (“Units”) at a price of $0.175 per Unit (the “Issue Price”) for aggregate gross proceeds of $2,336,740 (the “Offering”), which includes the exercise of the majority of the Agent’s Option (as defined below). Each Unit consists of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant of the Company (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.275 per share, subject to adjustment in certain events, at any time until March 22, 2027.

“I am excited to welcome all of our new shareholders to the mission of enabling independence” said Adam O’Brien, founder and CEO of Bitcoin Well. “This financing is a small but crucial step in our journey to spread the adoption of Bitcoin and enable independence. The Bitcoin Portal continues to grow and we expect the funds from this financing will allow us to accelerate its growth.”

The Offering was completed pursuant to the terms of an agency agreement dated March 22, 2024 between the Company and Haywood Securities Inc. as lead agent and sole bookrunner (the “Agent”). Prior to the closing of the Offering, the Agent exercised its option (the “Agent’s Option”) to sell an additional 1,352,797 Units at the Issue Price.

The Company intends to use the net proceeds of the Offering for sales and marketing, working capital and general corporate purposes.

In connection with the Offering, the Company paid to the Agent: (i) a cash commission of $156,556; (ii) non-transferrable compensation options of the Company exercisable at any time prior to March 22, 2027 to acquire up to 894,603 units of the Company (“Compensation Option Units”) at a price equal to the Issue Price, subject to adjustment in certain events; and (iii) 428,571 units of the Company (the “Corporate Finance Fee Units”). The Compensation Option Units and the Corporate Finance Fee Units have the same terms as the Units sold in the Offering.