BTCW Bitcoin Well Inc

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.

The Units sold under the Offering were issued and sold pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions (the “Listed Issuer Financing Exemption”). A copy of the offering document under the Listed Issuer Financing Exemption dated March 4, 2024 (the “Offering Document”) is available under the Company’s profile at www.sedarplus.ca and on the Company’s website at bitcoinwell.com/investors. All Units issued pursuant to the Listed Issuer Financing Exemption are not subject to resale restrictions in Canada in accordance with applicable Canadian securities laws and the policies of the TSX Venture Exchange (the "TSXV"), other than the Units issued to directors, which are subject to a hold period under TSXV policies expiring July 23, 2024. All other securities not issued pursuant to the Listed Issuer Financing Exemption, including the Compensation Options, are subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring on July 23, 2024. The Offering remains subject to the final acceptance of the TSXV.

Certain directors subscribed for Units in the Offering. These subscriptions constitute related party transactions under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). These transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the Units subscribed for by related parties and the consideration paid therefor does not exceed 25% of the Company’s market capitalization.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”) or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

About Bitcoin Well

Bitcoin Well is on a mission to enable independence. We do this by making bitcoin useful to everyday people to give them the convenience of modern banking and the benefits of bitcoin. We like to think of it as future-proofing money. Our existing Bitcoin ATM and Online Bitcoin Portal business units drive cash flow to help fund this mission.

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Bitcoin Well contact information

To book a virtual meeting with our Founder & CEO Adam O’Brien please use the following link: https://bitcoinwell.com/meet-adam

For additional investor & media information, please contact:Tel: 1 888 711 3866ir@bitcoinwell.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking information Certain statements contained in this news release may constitute forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "plan", "estimate", "expect", "may", "will", "intend", "should", or the negative thereof and similar expressions. All statements herein other than statements of historical fact constitute forward-looking information, including but not limited to statements in respect of: TSX Venture Exchange approval of the Offering; use of proceeds from the Offering; Bitcoin Well’s growth and acceleration; the adoption of Bitcoin; and Bitcoin Well’s business plans, strategy and outlook. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Bitcoin Well actual results could differ materially from those anticipated in this forward-looking information as a result of inability to obtain TSX Venture Exchange approval, regulatory decisions, competitive factors in the industries in which Bitcoin Well operates, prevailing economic conditions, and other factors, many of which are beyond the control of Bitcoin Well.

Bitcoin Well believes that the expectations reflected in the forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. Any forward-looking information contained in this news release represents Bitcoin Well expectations as of the date hereof, and is subject to change after such date. Bitcoin Well disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities legislation. For more information, see the Cautionary Note Regarding Forward Looking Information found in the Bitcoin Well quarterly Management Discussion and Analysis.