New Risk • Jun 05
New major risk - Market cap size The company's market capitalization is less than US$10m. Market cap: CA$12.6m (US$9.03m) This is considered a major risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$3.8m free cash flow). Negative equity (-CA$9.7m). Shareholders have been substantially diluted in the past year (61% increase in shares outstanding). Market cap is less than US$10m (CA$12.6m market cap, or US$9.03m). Minor Risk Share price has been volatile over the past 3 months (15% average weekly change). New Risk • May 25
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of Canadian stocks, typically moving 14% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$3.8m free cash flow). Negative equity (-CA$9.7m). Shareholders have been substantially diluted in the past year (62% increase in shares outstanding). Minor Risks Share price has been volatile over the past 3 months (14% average weekly change). Market cap is less than US$100m (CA$18.0m market cap, or US$13.0m). Reported Earnings • May 11
First quarter 2026 earnings released: EPS: CA$0.006 (vs CA$0.015 in 1Q 2025) First quarter 2026 results: EPS: CA$0.006 (down from CA$0.015 in 1Q 2025). Revenue: CA$34.9m (up 9.8% from 1Q 2025). Net income: CA$2.29m (down 30% from 1Q 2025). Profit margin: 6.6% (down from 10% in 1Q 2025). Over the last 3 years on average, earnings per share has increased by 21% per year but the company’s share price has only increased by 9% per year, which means it is significantly lagging earnings growth. Announcement • Apr 14
Bitcoin Well Inc., Annual General Meeting, Jun 18, 2026 Bitcoin Well Inc., Annual General Meeting, Jun 18, 2026. Reported Earnings • Mar 06
Full year 2025 earnings released: CA$0.003 loss per share (vs CA$0.084 loss in FY 2024) Full year 2025 results: CA$0.003 loss per share (improved from CA$0.084 loss in FY 2024). Revenue: CA$133.0m (up 47% from FY 2024). Net loss: CA$793.2k (loss narrowed 96% from FY 2024). Over the last 3 years on average, earnings per share has increased by 3% per year but the company’s share price has increased by 31% per year, which means it is tracking significantly ahead of earnings growth. Announcement • Jan 02
Bitcoin Well Inc. announced that it has received CAD 12.492081 million in funding On January 1, 2026, Bitcoin Well Inc. closed the transaction. The Company raised aggregate proceeds of approximately CAD 12,492,081.22 from the sale of 122,471,380 Units and CAD 5,873,621.11 based on a price of CAD 157,427.53 per Bitcoin as of the closing date of the Offering. Reported Earnings • Nov 07
Third quarter 2025 earnings released: CA$0.018 loss per share (vs CA$0.004 loss in 3Q 2024) Third quarter 2025 results: CA$0.018 loss per share (further deteriorated from CA$0.004 loss in 3Q 2024). Revenue: CA$34.0m (up 62% from 3Q 2024). Net loss: CA$4.14m (loss widened 337% from 3Q 2024). Over the last 3 years on average, earnings per share has fallen by 10% per year but the company’s share price has increased by 30% per year, which means it is well ahead of earnings. New Risk • Oct 08
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 62% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Negative equity (-CA$14m). Earnings have declined by 13% per year over the past 5 years. Shareholders have been substantially diluted in the past year (62% increase in shares outstanding). Minor Risk Market cap is less than US$100m (CA$47.1m market cap, or US$33.7m). Announcement • Sep 29
Bitcoin Well Inc. announced that it expects to receive CAD 138.93 million in funding Bitcoin Well Inc. announced a private placement of up to 1,362,058,823 units at a price of CAD 0.102 for gross proceeds of CAD 138,930,000 ($100,000,000) on September 29, 2025. Each Unit shall consist of one common share in the capital of the Company and one common share purchase warrant of the Company. Each Warrant will be exercisable to acquire one additional Share at an exercise price of CAD 0.1875 for a period of two years from the Closing Date. The Offering is expected to close in one or more tranches. The Company may upsize the Offering by an additional CAD 69,465,000( $50 million), subject to investor demand, for aggregate gross proceeds of up to CAD 208,395,000 ($150 million). In connection with the Offering, the Company may pay finders' fees in Units to certain finders, as permitted by the policies of the TSXV. No finder's fees are payable in connection with the first tranche Closing. There is no minimum number of Units or minimum aggregate proceeds required to close the Offering. All securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day following the Closing Date in accordance with applicable securities laws. The Offering remains subject to certain conditions including, but not limited to, receipt of all necessary regulatory approvals, including the approval of the TSXV.
On the same day the company issued 122,471,380 Units at a price of CAD 0.102 for gross proceeds of CAD 12,492,080.76 in its first tranche. Reported Earnings • Aug 24
Second quarter 2025 earnings released: CA$0.019 loss per share (vs CA$0.005 profit in 2Q 2024) Second quarter 2025 results: CA$0.019 loss per share (down from CA$0.005 profit in 2Q 2024). Revenue: CA$32.1m (up 38% from 2Q 2024). Net loss: CA$4.16m (down 470% from profit in 2Q 2024). Over the last 3 years on average, earnings per share has fallen by 4% per year but the company’s share price has increased by 30% per year, which means it is well ahead of earnings. Announcement • May 29
Bitcoin Well Inc. Announces a First-Of-Its-Kind Nostr Integration Bitcoin Well Inc. announced a first-of-its-kind Nostr integration to allow Bitcoin Well customers in the USA to purchase bitcoin directly from their Nostr profile. Key points: How it Works: Bitcoin Well customers link their Nostr identifier (npub) to their Bitcoin Well account, then DM the Bitcoin Well account with specific commands to purchase bitcoin. The purchase uses the customers Cash Balance, and bitcoin is sent to an existing Lightning Wallet for security. The integration makes Bitcoin Well the easiest place to buy bitcoin, enabling fast, secure purchases directly from a customer's Nostr profile. It aligns with the company's mission to simplify self-custody bitcoin purchases. Nostr's role: As a censorship-resistant protocol, Nostr ensures Bitcoin Well and its customers have full control, avoiding restrictions and potential censorship. Impact: This enhances customer convenience, meets Bitcoiners on a platform they already use, and reinforces Bitcoin Well's commitment to accessible, non-custodial bitcoin services. This move continues to position Bitcoin Well as a leader in freedom technologies by making bitcoin in self custody the standard. Social media, specifically Nostr, is one of the most impactful technologies of generation. lives, communities and personalities have transitioned to the digital realm. Bitcoin Well has now enabled everyone in the USA to buy bitcoin safely, directly from their Nostr account. In doing this, Bitcoin Well has become the easiest place to buy bitcoin! With a simple message, customers in the USA can now purchase bitcoin in a matter of seconds; without logging in to their Bitcoin Well account. How does it work: Once a customer links their npub (the social network identifier used by the Nostr protocol) to their Bitcoin Well account from their profile page, they can DM the Bitcoin Well profile with the command words to purchase bitcoin. The command words are: /buy $21.00 (or any dollar amount) /stack 69,000 sats) After a simple "/confirm" response, the customer's Cash Balance in their Bitcoin Well account will be used to buy bitcoin, and the bitcoin will be sent to their predetermined payment address over the Lightning Network. To maintain security, bitcoin can only be sent to a Lightning Wallet which has already been added to their Bitcoin Well account. What is Nostr?Nostr is a decentralized social media protocol which is censorship resistant and runs on a network of relays, rather than centralized servers. This means that the users of the platform control the posts (known as "notes") rather than the owner of the social media platform. This is particularly impactful for the Company because it means the company have full control over message servers; which hasn't been the case in the past. Historically, messaging platforms have prohibited from creating a "text to buy" type of service. Even payment providers have been limited in the past. With the addition of the Nostr protocol we can be certain that this level of censorship will not impact, or customer's ability to buy bitcoin. Furthermore, there is an added layer of protection for the customer's privacy. New Risk • May 23
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -CA$4.3m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$4.3m free cash flow). Negative equity (-CA$14m). Earnings have declined by 15% per year over the past 5 years. Minor Risks Share price has been volatile over the past 3 months (17% average weekly change). Market cap is less than US$100m (CA$40.0m market cap, or US$29.1m). Reported Earnings • May 16
First quarter 2025 earnings released: EPS: CA$0.015 (vs CA$0.04 loss in 1Q 2024) First quarter 2025 results: EPS: CA$0.015 (up from CA$0.04 loss in 1Q 2024). Revenue: CA$31.8m (up 97% from 1Q 2024). Net income: CA$3.29m (up CA$11.4m from 1Q 2024). Profit margin: 10% (up from net loss in 1Q 2024). Over the last 3 years on average, earnings per share has fallen by 2% per year but the company’s share price has increased by 18% per year, which means it is well ahead of earnings. Announcement • May 08
Bitcoin Well Inc., Annual General Meeting, Jul 14, 2025 Bitcoin Well Inc., Annual General Meeting, Jul 14, 2025. Announcement • Mar 30
Bitcoin Well Inc. has filed a Follow-on Equity Offering in the amount of CAD 5 million. Bitcoin Well Inc. has filed a Follow-on Equity Offering in the amount of CAD 5 million.
Security Name: Common Shares
Security Type: Common Stock
Transaction Features: At the Market Offering Announcement • Dec 31
Bitcoin Well Inc. announced that it has received CAD 2 million in funding On December 30, 2024, Bitcoin Well Inc. closed the transaction. Announcement • Dec 03
Bitcoin Well Inc. announced that it expects to receive CAD 2 million in funding Bitcoin Well Inc. has entered into an agreement with Haywood Securities Inc. to act as lead agent and sole bookrunner, together with a syndicate of agents, in connection with a best-efforts private placement to issue 2,000 debenture unit at issue price of CAD 1,000 per debenture unit for proceeds of CAD 2,000,000 on December 2, 2024. Each debenture unit shall consist of: (i) one 8% CAD 1,000 principal amount unsecured convertible debenture; and (ii) 4,347 common share purchase warrants of the company. The offering is expected to close on or about December 17 , 2024, or such other date as the company and Haywood may agree, each acting reasonably. The debentures will bear interest of 8% per annum, payable semi-annually in arrears, on the first business day in July and January of each year, with the first interest payment to be made on July 2, 2025, and maturing on the date that is 60 months following the closing date. Each CAD 1,000 principal amount of debentures will be convertible into 4,347 common shares of the company at the option of the holder thereof, at a conversion price of CAD 0.23 per common share, at any time prior to the close of business on the earlier of: (i) the maturity date; (ii) the business day immediately preceding the date fixed by the company pursuant to the debenture conversion notice (as hereinafter defined); and (iii) the business day immediately preceding the payment date if subject to repurchase pursuant to a change of control, subject to adjustment in certain circumstances pursuant to a trust indenture to be entered into between the company and trust company. Each warrant will be exercisable to acquire one common share for an exercise price of CAD 0.3 for a period of 60 months following the closing date. The company has agreed to: (a) pay to the agents a commission of 7% in cash (b) issue to the agents compensation options entitling the agents to acquire that number of debenture units equal to 7% of the aggregate number of debenture units sold pursuant to the offering at an exercise price of each such debenture unit of CAD 1,000; and (c) issue to Haywood such number of debenture units as is equal to the greater of CAD 100,000 and 7% of the gross proceeds of the offering at a deemed price per such debenture unit of CAD 1,000. All securities issued pursuant to the offering will be subject to a statutory hold period of four months and one day following the closing date. The offering remains subject to certain conditions, including, but not limited to, receipt of all necessary regulatory approvals, including the approval of the TSX-V. It is anticipated that certain directors of the company will participate in the offering for minimum gross proceeds of CAD 500,000. The Agents will have an option to offer for sale up to an additional CAD 300,000 of Debenture Units, by Haywood, on behalf of the Agents providing notice to the Company at any time up to 48 hours prior to the Closing Date. The Debentures will be unsecured obligations of the Company and subordinated in right of payment to the prior payment in full of all secured indebtedness of the Company. Reported Earnings • Nov 14
Third quarter 2024 earnings released: CA$0.004 loss per share (vs CA$0.01 loss in 3Q 2023) Third quarter 2024 results: CA$0.004 loss per share (improved from CA$0.01 loss in 3Q 2023). Revenue: CA$21.0m (up 57% from 3Q 2023). Net loss: CA$949.2k (loss narrowed 49% from 3Q 2023). Over the last 3 years on average, earnings per share has increased by 6% per year but the company’s share price has fallen by 13% per year, which means it is significantly lagging earnings. Reported Earnings • Aug 16
Second quarter 2024 earnings released: EPS: CA$0.005 (vs CA$0.008 loss in 2Q 2023) Second quarter 2024 results: EPS: CA$0.005 (up from CA$0.008 loss in 2Q 2023). Revenue: CA$23.3m (up 54% from 2Q 2023). Net income: CA$1.12m (up CA$2.58m from 2Q 2023). Profit margin: 4.8% (up from net loss in 2Q 2023). Over the last 3 years on average, earnings per share has increased by 6% per year but the company’s share price has fallen by 31% per year, which means it is significantly lagging earnings. New Risk • May 28
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -CA$2.6m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$2.6m free cash flow). Share price has been highly volatile over the past 3 months (22% average weekly change). Negative equity (-CA$8.6m). Earnings have declined by 26% per year over the past 5 years. Minor Risks Shareholders have been diluted in the past year (23% increase in shares outstanding). Market cap is less than US$100m (CA$26.8m market cap, or US$19.7m). Announcement • May 10
Bitcoin Well Inc., Annual General Meeting, Jun 24, 2024 Bitcoin Well Inc., Annual General Meeting, Jun 24, 2024. Announcement • Mar 22
Bitcoin Well Inc. announced that it has received CAD 2.336739 million in funding On March 22, 2024, Bitcoin Well Inc., closed the transaction. The company issued 13,352,797 units at a price of CAD 0.175 per unit for aggregate gross proceeds of CAD 2,336,740. Each warrant entitles the holder thereof to purchase one common share at a price of CAD 0.275 per share, subject to adjustment in certain events, at any time until March 22, 2027. As a part of the transaction, the company paid a cash commission of CAD 156,556, 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 at a price equal to the issue price, subject to adjustment in certain events; and 428,571 units of the company. The offering remains subject to the final acceptance of the TSXV. Announcement • Mar 05
Bitcoin Well Inc. announced that it expects to receive CAD 2.1 million in funding On March 4, 2024, Bitcoin Well Inc entered into an agreement to issue 7,142,857 Units at a price of CAD 0.175 per Unit for gross proceeds of a minimum of CAD 1,249,999.975 and a maximum of 12,000,000 Units at a price of CAD 0.175 per Unit for gross proceeds of a minimum of CAD 2,100,000 on March 04, 2024. Each Unit will consist of one common share of the Company and one-half of one Common Share purchase warrant of the Company. Each Warrant will entitle the holder thereof to purchase one additional Common Share at a price of CAD 0.275, subject to adjustment in certain events, for a period of 36 months following the closing date of the Offering. The Company has granted an option, exercisable in whole or in part by Haywood at any time up to 48 hours prior to the Closing Date, to offer for sale up to an additional 2,520,000 Units at the Issue Price for additional gross proceeds to the Company of CAD 441,000. The Company expects to close the Offering on or about March 22, 2024. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary TSX Venture Exchange and regulatory approvals. Upon closing of the Offering, the Company shall pay to Haywood a cash commission equal to 7% of the aggregate gross proceeds of the Offering; and non-transferrable broker warrants of the Company exercisable at any time prior to the date that is 36 months from the Closing Date to acquire that number of Units equal to 7% of the number of Units issued under the Offering at an exercise price equal to the Issue Price, subject to adjustment in certain events. New Risk • Nov 19
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -CA$3.3m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$3.3m free cash flow). Share price has been highly volatile over the past 3 months (19% average weekly change). Negative equity (-CA$7.9m). Earnings have declined by 22% per year over the past 5 years. Market cap is less than US$10m (CA$6.96m market cap, or US$5.07m). Minor Risk Shareholders have been diluted in the past year (14% increase in shares outstanding). New Risk • Sep 04
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 14% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (20% average weekly change). Negative equity (-CA$6.8m). Earnings have declined by 32% per year over the past 5 years. Market cap is less than US$10m (CA$8.95m market cap, or US$6.58m). Minor Risk Shareholders have been diluted in the past year (14% increase in shares outstanding). Announcement • Feb 17
Bitcoin Well Inc. announced that it has received CAD 0.7 million in funding Bitcoin Well Inc. announced a private placement of secured convertible debenture in the principal amount of CAD 0.7 million on February 16, 2023. The convertible debenture is convertible into common shares at a conversion price of CAD 0.15 per common share. The transaction is subject to the acceptance of TSXV. The company has the right to require the holder to convert any portion of the principal amount into common shares at any time where the Current Market Price of the common shares equals or exceeds CAD 0.30 for a period of ten consecutive trading days. The convertible debenture bears interest at a rate of 8% + Bank of Canada policy interest rate per annum and matures on February 16, 2026. Recent Insider Transactions • Dec 26
Director recently bought CA$71k worth of stock On the 20th of December, Terry Rhode bought around 1m shares on-market at roughly CA$0.057 per share. This transaction amounted to 48% of their direct individual holding at the time of the trade. This was the largest purchase by an insider in the last 3 months. Insiders have collectively bought CA$103k more in shares than they have sold in the last 12 months. Board Change • Nov 16
No independent directors There are 9 new directors who have joined the board in the last 3 years. Of these new board members, none were independent directors. The company's board is composed of: 9 new directors. No experienced directors. No highly experienced directors. No independent directors (9 non-independent directors). Director Alice Reimer is the most experienced director on the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Lack of board continuity. Lack of experienced directors. Reported Earnings • Sep 28
Second quarter 2022 earnings released: CA$0.006 loss per share (vs CA$0 in 2Q 2021) Second quarter 2022 results: CA$0.006 loss per share (further deteriorated from CA$0 in 2Q 2021). Revenue: CA$20.6m (down 51% from 2Q 2021). Net loss: CA$1.09m (down CA$1.12m from profit in 2Q 2021). Announcement • Sep 21
Bitcoin Well Announces New Product Deliverables Bitcoin Well Inc. announced new product deliverables. Users and shareholders can expect to see the following exciting deliverables in Q4: Improved signup workflow- Importance: Allow users to use the product without the cumbersome signup process. This is only made possible because company is a non-custodial retailer. Sets the stage: Incentivize users to sign up with rewards which are unlocked upon completed signup. Canadian Dollar BalancesImportance: Allow users to fund Canadian Dollars Balances in their Bitcoin Well account. This will allow company to incentivize signups with promotional funds deposited into accounts. Sets the stage: Be able to spend bitcoin or CAD from the eventual Bitcoin Well Card. Mobile App Release- Importance: Greater brand recognition and more avenues to find new users. Sets the stage: Use iOS and Android operating systems to increase gamification of signup and app usage. Announcement • Aug 16
Bitcoin Well Inc. Provides Revenue Guidance for the 2022 Bitcoin Well Inc. provided revenue guidance for the 2022. For the year, the company is expected revenues are to remain strong with the bottom line significantly improving due to the re-evaluation and actions taken towards lowering expenses. Announcement • Jun 18
Bitcoin Well Inc. Appoints Mitchell Demeter and Terry Rhode as Directors Bitcoin Well Inc. at its 2022 annual general meeting of shareholders held on June 16, 2022 appointed Mitchell Demeter and Terry Rhode as directors. Mitchell Demeter is the Founder, President, and Chief Executive Officer of Madali Ventures. Previously, he was the President of Netcoins Inc., a Canadian online cryptocurrency brokerage wholly owned by BIGG Digital Assets in which he also sat on the Board of Directors. He is a serial entrepreneur with a ?range of experience in blockchain, exchanges, and currency trading. He brought the world its first Bitcoin ATM in 2013 to Vancouver, BC. He currently sits on the Board of Neptune Digital Assets and advises several other cryptocurrency and fintech businesses including Secure Digital Markets and Inetco Systems Limited. Terry Rhode was one of Rosenau Transport’s longest-serving employees and a partial owner. Before starting with Rosenau Transport in 1998, he was a management consultant and advised various businesses on ways to streamline their operations and has returned to that role at a board level. He is well-versed in every aspect of administration including: accounting and IT, operations, change management, project management, sales and pricing. Terry’s final role at Rosenau Transport was Vice President of Corporate Development and Chairman of the board for the Rosenau group of companies. Board Change • Apr 27
No independent directors There are 7 new directors who have joined the board in the last 3 years. Of these new board members, none were independent directors. The company's board is composed of: 7 new directors. No experienced directors. No highly experienced directors. No independent directors (7 non-independent directors). Director Alice Reimer is the most experienced director on the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Lack of board continuity. Lack of experienced directors. Announcement • Apr 10
Bitcoin Well Inc., Annual General Meeting, Jun 16, 2022 Bitcoin Well Inc., Annual General Meeting, Jun 16, 2022. Announcement • Feb 26
Bitcoin Well Inc. announced that it expects to receive $5 million in funding Bitcoin Well Inc. announced a private placement of unsecured convertible debenture in the principal amount of up to CAD 5 million on February 24, 2022. The notes will mature on February 23, 2025, subject to two automatic one year extensions. The convertible notes will be issued in three tranches at the option of the company and will be convertible, at the option of the holder, into common shares of the company at a conversion price of CAD 0.30 per share. The convertible notes will bear interest at 10% per annum, payable in cash monthly in arrears. The convertible notes financing is subject to the completion of due diligence, definitive legal documentation, approval of the TSX Venture Exchange as well as successful negotiation of a third-party agreement on fees related to the transaction. The securities issued will be subject to a statutory hold period in Canada equal to four months and one day from the conversion date. The company may pay a finder’s fee in accordance with the policies of the TSXV Venture Exchange to certain registrants in connection with the financing.
On the same day, the company has received CAD 1,500,000 in its first tranche closing. The tranche included participation from Beyond The Rhode Corp. The company will receive second tranche of CAD 2,000,000 on or before March 31, 2022. Additionally, subject to TSX Venture Exchange approval, the company may request a third tranche in one or more advances from Beyond The Rhode Corp not exceeding principal amount of CAD 1,500,000 on or before June 30, 2022. Announcement • Dec 07
Bitcoin Well Inc. announced that it expects to receive CAD 5 million in funding from AIP Private Capital Bitcoin Well Inc. announced that it has entered into a commitment with new investor AIP Private Capital Inc. to conduct a private placement of unsecured convertible notes in the principal amount of up to CAD 5 million on December 6, 2021. The convertible notes may be issued in tranches at the option of the company and will be convertible, at the option of the holder, into common shares of the company at a conversion price of CAD 0.32 per share. The convertible notes will bear interest at 12% per annum, payable in cash semi-annually in arrears. The interest rate will drop to 6% per annum, payable on the same terms as the original interest rate upon the occurrence of certain events. The convertible notes financing is subject to the completion of due diligence, definitive legal documentation, approval of the TSX Venture Exchange as well as successful negotiation of a third-party agreement on fees related to the transaction. The securities issued will be subject to a statutory hold period in Canada equal to four months and one day from the conversion date. The company may pay a finder’s fee in accordance with the policies of the TSXV Venture Exchange to certain registrants in connection with the financing. Announcement • Nov 25
Bitcoin Well Grows Ecosystem of Online Products with the Launch of Visa Debit Bitcoin Purchase Functionality and Customer Promotion Bitcoin Well announced new online purchase functionality available on the Bitcoin Well website and the expansion of online ecosystem. Non-Custodial Online Service Offerings: In addition to the existing online products Bitcoin Well offers, as of present, customers can buy bitcoin with Visa Debit. This new revenue stream and customer functionality comes alongside the launch of online platform, where users can create a non-custodial account to make bitcoin purchases quickly and easily. Non-Custodial Financial Services are a core business pillar for Bitcoin Well, and this new Visa Debit functionality signals the first major strategic shift for ecosystem, as they prepare to offer more online products. This functionality is unique within the industry, and one that is not currently available through other exchanges in Canada1. Similarly — and, true to the Bitcoin Well model — while users can create an online account, the custody of their bitcoin remains in their own hands, as they direct all account transactions to an address or wallet that the customer controls. The ability to self-custody their bitcoin from the Bitcoin Well account is a pivotal distinction when it comes to security, that most other exchanges do not offer. Non-custodial online products currently offered by Bitcoin Well: Sell bitcoin and receive an Interac e-transfer, Sell bitcoin and receive a direct deposit into any Canadian bank, Use bitcoin to pay their bills, Buy bitcoin automatically (monthly) with the Bitcoin Savings Plan, Create an online account and buy bitcoin with Visa Debit. Announcement • Sep 15
Bitcoin Well Inc. (TSXV:BTCW) completed the acquisition of Ghostlab Inc. from Adam O'Brien and Dave Bradley. Bitcoin Well Inc. (TSXV:BTCW) entered into an agreement to acquire Ghostlab Inc. from Adam O'Brien and Dave Bradley for an enterprise value CAD 3.4 million on August 31, 2021. The aggregate consideration payable for Ghostlab will be as follows: (a) An amount equal to CAD 0.8 by issuing 2,758,620 common shares at a deemed price of CAD 0.29 per common share of the company (b) The assumption of negative equity of approximately CAD 1.8 million (c) An earn-out of up to CAD 0.6 payable in common shares (the “Earnout”). The Earnout is payable in equal installments of CAD 0.15 predicated on achieving Net Revenue of CAD 0.6, CAD 1.5 million, CAD 3.6 million and CAD 8.0 million, respectively within a 12 month period, prior to the fourth anniversary of the acquisition’s Effective Date. The purchase price is subject to the adjustments. 74% of the shares issuable will be allocated to Adam O'Brien and the remaining 26% will be allocated to David Bradley. The acquisition of Ghostlab was approved by the Bitcoin Well board upon recommendation of the independent special committee. Completion of the acquisition of Ghostlab is subject to, among other things, customary closing conditions and regulatory approvals, including the approval of the TSXV.
Bitcoin Well Inc. (TSXV:BTCW) completed the acquisition of Ghostlab Inc. from Adam O'Brien and Dave Bradley. Announcement • Sep 09
Bitcoin Well Inc. (TSXV:BTCW) acquired Entreprises Equibytes Inc. for CAD 0.3 million. Bitcoin Well Inc. (TSXV:BTCW) acquired Entreprises Equibytes Inc. for CAD 0.3 million on September 7, 2021. Consideration paid for the Acquisition is as follows: Payment of CAD 0.03 million cash by Bitcoin Well to Equibytes. Issuance of CAD 0.135 million worth of Bitcoin Well common shares, priced at CAD 0.34. An earn-out equal to CAD 0.135 million to be earned in the period following the Effective Date based on the gross profit (defined as profit of Bitcoin Well after deducting the costs associated with generating the profit and will be calculated as the revenue, less cost of goods sold) earned from the operation of the business of Bitcoin Well. Pursuant to an employment agreement with an arms-length party, Bitcoin Well has agreed to issue shares of Bitcoin Well Inc. in payment of a bonus entitlement under the agreement. Through this arrangement, in connection with the Bonus, Bitcoin Well has agreed to issue to the employee an aggregate of 124,137 Common Shares in the capital of Bitcoin Well at a deemed issue price of CAD 0.29 per Employee Bonus Share. The issuance of the Employee Bonus Shares is subject to the TSX Venture Exchange's final approval. All Employee Bonus Shares issued in connection with the bonus are subject to a statutory hold period of four months plus one day from the issuance of the Employee Bonus Shares in accordance with applicable securities legislation. Bitcoin Well has also granted, pursuant to its stock option plan, a total of 588,237 incentive stock options to Directors, officers and consultants of Bitcoin Well. The options are exercisable at a price of CAD 0.34 per share for three years.
Bitcoin Well Inc. (TSXV:BTCW) completed the acquisition of Entreprises Equibytes Inc. on September 7, 2021. Announcement • Aug 24
Bitcoin Well Inc. announced that it has received CAD 0.5 million in funding from Vinergy Capital Inc. Bitcoin Well Inc. announced a private placement of 2,000,000 units at a price of CAD 0.25 per unit for gross proceeds of CAD 500,000 on August 23, 2021. The transaction included participation from Vinergy Capital Inc. Each unit is comprised of one common share and one-half warrant. Each full warrant is exercisable at CAD 0.375 until June 10, 2023. Announcement • Aug 12
Bitcoin Well Inc. (TSXV:BTCW) entered into an agreement to acquire Ghostlab Inc. for an enterprise value CAD 3.2 million. Bitcoin Well Inc. (TSXV:BTCW) entered into an agreement to acquire Ghostlab Inc. for an enterprise value CAD 3.2 million on August 8, 2021. The aggregate consideration payable for Ghostlab will be as follows: (a) An amount equal to CAD 0.8 payable in common shares of Bitcoin Well (b) The assumption of negative equity of approximately CAD 1.8 million (c) An earn-out of up to CAD 0.6 payable in Common Shares (the “Earnout”). The Earnout is payable in equal installments of CAD 0.15 predicated on achieving Net Revenue of CAD 0.6, CAD 1.5 million, CAD 3.6 million and CAD 8.0 million, respectively within a 12 month period, prior to the fourth anniversary of the acquisition’s Effective Date. The purchase price is subject to the adjustments. The acquisition of Ghostlab was approved by the Bitcoin Well board upon recommendation of the independent special committee. Completion of the acquisition of Ghostlab is subject to, among other things, customary closing conditions and regulatory approvals, including the approval of the TSXV.