Bitcoin Well Secures $5 Million Convertible Debt Financing Commitment

EDMONTON, Alberta, Dec. 06, 2021 (GLOBE NEWSWIRE) – Bitcoin Well (the “Company” or “BTCW”), a technology company building and utilizing products that offer safe and easy ways to buy, sell and use bitcoin, is pleased to announce that we have entered into a commitment to conduct a private placement of unsecured convertible notes (the “Convertible Notes”) in the principal amount of up to CDN$5 million, with AIP Private Capital Inc. (“AIP”). AIP is a privately-held investment firm with a reputation for its innovative approach to convertible private debt investing.

“The structure of this transaction affords Bitcoin Well access to growth capital with ultimate flexibility around the timing and size of potential draws, which supports our ability to align funding with our capital needs, and control interests costs,” said Adam O’Brien, CEO of Bitcoin Well. “AIP Capital is an ideal partner for us as they focus on emerging growth companies, primarily in financial services and technology who have unique assets, and we are pleased to have access to a committed source of capital given the healthy line-up of opportunities we are exploring in our pipeline. This is a relationship we will look to foster and hope that AIP will continue to be a financial partner of ours as we focus on scalable growth products, such as our online Visa Debit capability we launched last week.”

It is currently contemplated that 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 Bitcoin Well (the “Common Shares”) at a conversion price of CAD$0.32 per share. The Convertible Notes will bear interest at 12% per annum (the “Original Interest Rate”), 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 this 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.

Net proceeds from the issuance of the Convertible Notes will be used to finance growth and future potential acquisition opportunities, and general working capital.

Bitcoin Well may pay a finder’s fee in accordance with the policies of the TSXV Venture Exchange to certain registrants in connection with the financing.

About Bitcoin Well

Bitcoin Well (TSXV: BTCW) offers convenient, secure and reliable ways to buy and sell bitcoin through a trusted Bitcoin ATM network, white glove in-person service and a suite of web-based transaction services. Based on management’s assessment of publicly-available data, Bitcoin Well is the first publicly traded Bitcoin ATM company in the world, with an enterprising consolidation strategy to deliver accretive and cost-effective expansion in North America and globally. As leaders of the longest-running, founder-led Bitcoin ATM company in Canada, management of Bitcoin Well brings deep operational capabilities that span the entire value chain along with access to proprietary, cutting-edge software development that supports further expansion. Bitcoin Well is on a mission to shift the relationship that society has with money by offering an ecosystem of products and services that make Bitcoin accessible and understood. This ecosystem includes non-custodial financial offerings (both in-person and online); technology development, including SaaS and internal technology developments through Ghostlab, the technology arm of the business; and educational resources designed with the needs of both the customers, and the industry, in mind.