Digital Currencies

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

Bitcoin Well Inc. (“Bitcoin Well”) (TSXV: BTCW), a technology company building and utilizing products that offer safe and easy ways to buy, sell and use Bitcoin, is pleased to announce a CDN$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 in the principal amount of CDN$1.5 million was issued to Beyond The Rhode Corp. (“BTR”) on February 23, 2022. At the option of Bitcoin Well, the second tranche in one or more advances not to exceed the principal amount of CDN$2.0 million may be issued on or before March 31, 2022. Additionally, subject to TSX Venture Exchange approval and the consent of BTR, Bitcoin Well may request a third tranche in one or more advances from BTR not to exceed the principal amount of CDN$1.5 million on or before June 30, 2022.

Today bitcoin investors have limited ways to use the gold standard of cryptocurrency for daily 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 coupled with the security and benefits of bitcoin which will allow users to interact with their bitcoin in a way that is familiar to them.

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

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

“The industry is missing a coherent account system that allows customers to interact with bitcoin like they do with dollars,” said Adam O’Brien, Founder & CEO of Bitcoin Well. “Creating a seamless customer experience to not only buy and sell, but use bitcoin in a safe and convenient way, will scale globally, and is necessary to realize 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 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 holder, into common shares of Bitcoin Well (the “Common Shares”) at a conversion price of CAD$0.30 per Common Share, subject to adjustments in certain circumstances. Any adjustments will be subject to TSXV review and acceptance. Bitcoin Well has the right to force conversion of the principal amount if the volume weighted average trading price for the Common Shares for ten (10) trading days equals or exceeds CAD$0.60 per Common Share. Bitcoin Well also has the option to repay any amounts of the Convertible Debenture with no penalty at any time after February 23, 2023.

The Convertible Debenture provides for the payment of a monthly royalty to the holder equal to: (A) 20% of the gross profit, defined as the revenue generated less the cost of the coins (estimated to be the equivalent of 60 bps of total revenue) generated from the online ecosystem of Bitcoin Well and affiliates from the date hereof until August 23, 2023; and (B) between 12-20% of Gross Profit (estimated to be between 36 and 60 bps of total revenue) from August 23, 2023 until the latter of three (3) months after the most recent conversion date or the Maturity Date. No royalty payment shall be made if the aggregate amount of all interest payments, future interest payments and royalty payments would exceed 24%.

The Convertible Debenture and the underlying Common Shares will be subject to a four (4) month hold period from the applicable date of advance. The Convertible Debenture is only transferable with the consent of Bitcoin Well. The Financing replaces the convertible debt financing previously announced by Bitcoin Well on December 6, 2021.

About Bitcoin Well

Bitcoin Well offers convenient, secure and reliable ways to buy, sell and use bitcoin. 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.

Sign up for our newsletter and follow us on LinkedIn, Twitter, YouTube, Facebook, and Instagram to keep up to date with our business. For OTC location information visit bitcoinwell.com/appointment/.

Bitcoin Well Contact Information
For investor information, please contact:

Bitcoin Well

10142 82 Avenue NW
Edmonton, AB T6E 1Z4
bitcoinwell.com

Myles Dougan, Director of Investor Relations
Tel: 587 982 2769
m.dougan@bitcoinwell.com

For media queries and further information, please contact:

Karen Smola, Director of Marketing
Tel: 587 735 1570
k.smola@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. 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 contained in this press release includes but is not limited to statements relating to the use of proceeds of the Financing, the anticipated benefits of the Rise Wallet app, the timing and terms of the second and third tranches of the Financing, the estimated bps of total revenue, the ability of Bitcoin Well to develop the Rise Wallet app, the anticipated rebranding of the Rise Wallet app and the timing of maturity of the Convertible Debentures. The Bitcoin Well actual results could differ materially from those anticipated in this forward-looking information as a result of regulatory decisions, the risk that future tranches of the Financing are not completed or are not completed on the terms outlined herein, competitive factors in the industries in which Bitcoin Well operates, changes to the anticipated costs to develop, market and implement the Rise Wallet app, prevailing economic conditions, changes to laws and regulations, the need for additional financing and other factors, many of which are beyond the control of Bitcoin Well. Although Bitcoin Well has attempted to identify important risks and factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended.

Forward looking information is based on the opinions and estimates of management at the date the information is made and is based on a number of assumptions, including assumptions regarding, among other things, the bitcoin market, the market for third party users of the Rise Wallet app, the ability to protect intellectual property, the ability of Bitcoin Well to manage growth of its business 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 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 the 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.

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Tokens.com Shares Positive Outlook on Ethereum Merge

Tokens.com Corp. (NEO Exchange Canada: COIN)(Frankfurt Stock Exchange: 76M) (OTCQB US: SMURF) (“Tokens.com” or the “Company”), a publicly-traded company that invests in Web3 assets and builds businesses linked to crypto staking, the metaverse and play-to-earn gaming, shares its positive outlook on the upcoming Ethereum Merge and the impact to its staking business segment.

Ethereum, the most widely used blockchain for NFTs and Web3 metaverses, will be making a significant processing upgrade on or about September 15th. The upgrade, called the ‘Merge’, marks the transition from a proof-of-work mechanism, performed by crypto miners, to a proof-of-stake mechanism, performed by crypto stakers.

The upgrade will require 99.9% less energy consumption to validate transactions than the previous mining process. As a result, the Ethereum blockchain will no longer require miners, who will be fully replaced by stakers, like Tokens.com. The upgrade will also allow Ethereum to achieve greater scale, with faster transaction speeds and lower transaction fees. Ethereum’s native token, ETH, is the second largest cryptocurrency after Bitcoin with a market capitalization of approximately $200 billion.

Tokens.com has been staking ETH at scale since early 2021 and owns over 3,100 ETH. Tokens.com anticipates no impact to its operations through the completion of the Merge other than increased revenues. Subsequent to the Merge, it is expected that the compensation for staking ETH will increase from current levels.

“We have been early adopters of the shift to staking and are one of the first public companies to own and stake ETH at scale,” said Andrew Kiguel, CEO of Tokens.com. “Long-term mass adoption of Web3 and crypto requires a move to environmentally friendly processes. As a result, we have continued staking Ethereum, Solana, Polkadot and other layer one blockchains used in the creation of NFTs, metaverses and play-to-earn video games.”

Tokens.com is committed to only investing in tokens compatible with a staking platform due to its increased energy efficiency and environmental friendliness. In addition to its ETH token ownership, Tokens.com owns Polkadot and Solana used for its staking business, amongst other tokens.

About Tokens.com

Tokens.com Corp is a publicly traded company that invests in Web3 assets and builds Web3 businesses. The Company focuses on three operating segments: i) crypto staking, ii) the metaverse and, iii) play-to-earn crypto gaming. Tokens.com owns digital assets and operating businesses within each of these three segments.

Staking operations occur within Tokens.com. Metaverse operations occur within a subsidiary called Metaverse Group. Crypto gaming operations occur within a subsidiary called Hulk Labs. All three businesses are tied together by the utilization of blockchain technology and are linked to high-growth macro trends within Web3. Through sharing resources and infrastructure across these business segments, Tokens.com is able to efficiently incubate these businesses from inception to revenue generation.

Visit Tokens.com to learn more.

Keep up-to-date on Tokens.com developments and join our online communities on Twitter, LinkedIn, and YouTube.

This news release includes certain forward-looking statements as well as management’s objectives, strategies, beliefs and intentions. Forward looking statements are frequently identified by such words as “may”, “will”, “plan”, “expect”, “anticipate”, “estimate”, “intend” and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including the speculative nature of cryptocurrencies, as described in more detail in our securities filings available at www.sedar.com. Actual events or results may differ materially from those projected in the forward-looking statements and we caution against placing undue reliance thereon. We assume no obligation to revise or update these forward-looking statements except as required by applicable law.

Contacts

Tokens.com Corp.
Andrew Kiguel, CEO
Telephone: +1-647-578-7490
Email: contact@tokens.com

Jennifer Karkula, Head of Communications
Email: contact@tokens.com

Media: Ali Clarke – Talk Shop Media
Email: ali@talkshopmedia.com

iMining Arranges Private Placement

iMining Technologies Inc. (TSXV: IMIN) (the “Company” or “iMining”) announces that it has arranged a non-brokered private placement of up to $1,000,000 (the “Financing”) through the issuance of up to 11,764,705 units (the “Units”) at a price of $0.085 per Unit. Each Unit will be comprised of one common share and one common share purchase warrant (“Warrant”), with each Warrant entitling the holder to purchase one common share of iMining at a price of $0.21 per share for a period of 2 years, provided that in the event the closing price of the Company’s Shares is equal to or greater than $0.40 per share for 20 consecutive trading days, the Company may, by notice to the Warrant holders (which notice may be by way of general news release), reduce the remaining exercise period of the Warrants to not less than 30 days following the date of such notice.

Interested parties may contact the Company at investor@imining.com.

The proceeds of the private placement will be budgeted as follows:

Execution of mining infrastructure powered by Natural Gas$750,000
Marketing and other related activities$100,000  
Financing costs, filing and legal fees, commissions and G&A$150,000 
Total$1,000,000 

There is no material fact or material change about the Company that has not been generally disclosed.

Finders’ fees may be payable on this financing.

All securities issued pursuant to the Private Placement are subject to a hold period of four months plus one day from the date of issuance and the resale rules of applicable securities legislation. The closing of the Private Placement is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory, including the approval of the TSX Venture Exchange

About iMining Technologies Inc.

iMining is a publicly listed Web3.0 technology company developing technology for Crypto Mining, Decentralized Finance (“DeFi”) and Non-Fungible Tokens (“NFT”). iMining also owns BitBit Financial Inc., an ATM Network and crypto OTC Trading Platform for individual and institutions.

iMining investments are directly linked to the Bitcoin Mining, Crypto Trading, Decentralized Finance (“DeFI”) and Metaverse Non-Fungible Tokens (“NFTs”). With diverse blockchain investment and infrastructure solutions, iMining looks to be a leader in accelerating the growth of Web3.0 for the enterprise market. The Company’s operations include secure and sustainable cryptocurrency payments, staking, mining and digital asset investment designed for the scale and compliance requirements of institutional clients. iMining is committed to building strong global blockchain ecosystems and supporting inclusive access to digital tools and technologies.

ON BEHALF OF THE BOARD

Signed “Khurram Shroff“
Khurram Shroff, President & CEO

FOR FURTHER INFORMATION, please contact:
iMining Corporate Offices:
Saleem Moosa, Director
Email: investor@imining.com
Telephone: +1 (844) IMININC (464-6462)

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 Statements
This news release contains certain forward-looking statements, which relate to future events or future performance, and reflect management’s current expectations and assumptions, and are based on assumptions made by and information currently available to the Company. Readers are cautioned that these forward-looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected including, but not limited to, market conditions, availability of financing, actual results of activities, future cryptocurrency prices, operating risks, and other risks in the cryptocurrency industry. All the forward-looking statements made in this news release are qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR at www.sedar.com. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances save as required by applicable law.