Bitcoin Well Announces $5 Million Secured Convertible Debt Funding to Develop the Next Phase of the Bitcoin Ecosystem


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EDMONTON, Alta., Feb. 24 2022 (GLOBE NEWSWIRE) — Bitcoin Well Inc. (“Bitcoin Well”) (TSXV: BTCW), a technology company that creates and uses products that provide safe and easy ways to buy, sell and use Bitcoin, is pleased to announce a C$5.0 million secured convertible debenture (the “ Convertible Debenture”) at a conversion price of $0.30 (the “Financing”).

The convertible debenture will be issued in up to three tranches. The first tranche for a principal amount of C$1.5 million was issued to Beyond The Rhode Corp. (“BTR”) on February 23, 2022. At Bitcoin Well’s option, the second tranche in one or more advances not to exceed the principal amount of C$2.0 million may be issued no later than March 31, 2022. In addition, subject to the approval of the TSX Venture Exchange and the consent of BTR, Bitcoin Well may request a third installment of one or more advances from BTR not exceeding the principal amount of C$1.5 million no later than June 30, 2022.

Today, bitcoin investors have limited ways to use the cryptocurrency gold standard for day-to-day needs such as bill payments, donations, online purchases of various products and services, etc. . As the Bitcoin Well ecosystem of products and services evolves, we will be able to offer the convenience of modern banking services coupled with the security and benefits of bitcoin that will allow users to interact with their bitcoin from anywhere. in a way that is familiar to them.

The funds will be used for enhancements to the existing Bitcoin Well online product, user acquisition, and general working capital. The Bitcoin Well ecosystem of products and services will provide users with the ability to buy, sell, and use bitcoin online with self-custodied blockchain technology and through a proprietary mobile application (“Rise Wallet”).

Our vision is that Rise Wallet, soon to be rebranded as Well WalletTM, will provide superior personal financial app functionality for bitcoin. We plan to integrate various payment rails into the app to give users an easy and reliable platform to buy and sell bitcoin, along with features they are used to having on their modern banking apps. .

“The industry lacks a cohesive account system that allows customers to interact with bitcoin like they do with dollars,” said Adam O’Brien, founder and CEO of Bitcoin Well. “Creating a seamless customer experience not only to buy and sell, but also to use bitcoin in a safe and convenient way, will scale globally and is necessary to achieve our vision of a financially sovereign world. We are essentially building a product that looks and feels like a bank account, but gives users full control of their money with bitcoin technology.

The Convertible Debenture will mature on February 23, 2025, subject to two (2) automatic one (1) year extensions (the “Maturity Date”). The convertible debenture will bear interest at the rate of 10% per annum, payable in cash monthly in arrears. The principal amount of the Convertible Debenture will be convertible, in whole or in part, at the option of the holder, into common shares of Bitcoin Well (the “Common Shares”) at a conversion price of C$0.30 per Common Share, subject to adjustments in certain circumstances. Any adjustment will be subject to review and acceptance by TSXV. Bitcoin Well has the right to force conversion of the principal amount if the volume-weighted average trading price of the Common Shares for ten (10) trading days is equal to or greater than CA$0.60 per Common Share. Bitcoin Well also has the option to repay any amount of the convertible debenture without penalty at any time after February 23, 2023.

The convertible debenture provides for the payment of a monthly fee to the holder equal to: (A) 20% of the gross profit, defined as the revenue generated less the cost of coins (estimated at the equivalent of 60 bps of the total revenue) generated at from the online ecosystem of Bitcoin Well and its affiliates from the date hereof until August 23, 2023; and (B) between 12 and 20% of gross profit (estimated between 36 and 60 basis points of total revenue) from August 23, 2023 until the last of the three (3) months following the date of the most recent conversion or the due date. No royalty payments will be made if the total amount of all interest payments, future interest payments and royalty payments exceeds 24%.

The convertible debenture and the underlying common shares will be subject to a hold period of four (4) months from the applicable advance date. The convertible debenture is only transferable with the consent of Bitcoin Well. The funding replaces the convertible debt funding previously announced by Bitcoin Well on December 6, 2021.

About Bitcoin Well

Bitcoin Well offers convenient, safe, and reliable ways to buy, sell, and use bitcoins. Bitcoin Well is on a mission to change society’s relationship with money by providing an ecosystem of products and services that make Bitcoin accessible and understood. This ecosystem includes without guard financial offers (in person and online); technology development, including SaaS and internal technology developments through Ghostlab, the company’s technology arm; and educational resources designed with both customer and industry needs in mind.

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Bitcoin well Contact information For investor information, please contact:

Bitcoin well

10142 82 Avenue NWEdmonton, AB T6E 1Z4bitcoinwell.com

Myles DouganDirector of Investor RelationsTel: 587 982 2769[email protected]

For media inquiries and further information, please contact:

Karen SmolaMarketing DirectorTel: 587 735 1570[email protected]

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

Forward-looking information:

Certain statements contained in this press 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”, “have the intention to”, “should”, or its negative form and similar expressions. 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.

Forward-looking information in this press release includes, but is not limited to, statements regarding the use of funding proceeds, anticipated benefits of the Rise Wallet application, timing and terms of the second and third tranches. of funding, estimated bps of total revenue, Bitcoin Well’s ability to develop the Rise Wallet app, the planned rebranding of the Rise Wallet app, and the timing of the maturity of the convertible debentures. Bitcoin Well’s actual results could differ materially from those anticipated in this forward-looking information due to regulatory decisions, the risk that future tranches of funding will not be completed or will not be completed on the terms described herein, competitive factors in the industries in which Bitcoin Well operates, changes in the expected costs to develop, market and implement the Rise Wallet application, prevailing economic conditions, changes in laws and regulations, the need for additional funding and others factors, many of which are beyond Bitcoin Bien’s control. Although Bitcoin Well has attempted to identify important risks and factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be those anticipated, estimated or forecast.

Forward-looking information is based on the opinions and estimates of management as of the date the information is made and is based on a number of assumptions, including assumptions regarding, among other things, the bitcoin market, the third-party users of the Rise Wallet app, the ability to protect intellectual property, Bitcoin Well’s ability to manage business growth, and Bitcoin Well’s competitive advantages. Bitcoin Well believes that the expectations reflected in the forward-looking information are reasonable, but no assurance can be given that such expectations will prove to be correct and such forward-looking information should not be relied upon unduly.

Any forward-looking information contained in this press release represents Bitcoin Well’s 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 laws.For more information, see the cautionary note regarding forward-looking information found in Bitcoin Well’s quarterly management discussion and analysis.

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Source: Bitcoin Wells

Carol M. Barragan