Bitcoin Well Secures First $12.5M in Landmark $100M Bitcoin Treasury Offering

TLDR

• Bitcoin Well raises C$12.49M in first tranche of its C$100M Treasury Offering
• Bitcoin Well secures C$12.49M & 37+ BTC in debut of strategic Treasury round
• Treasury boost: Bitcoin Well raises C$12.49M and 37 BTC in first funding leg
• Bitcoin Well targets C$100M, kicks off with C$12.49M & big board shake-up
• Bitcoin Well closes first C$12.49M tranche in Treasury bid for 5,000 Bitcoin

Bitcoin Well has raised over C$12.49 million in the first tranche of its private placement Offering. The company launched this strategic initiative to raise up to US$100 million (5,000 Bitcoin) through the sale of Units. Each Unit includes one common share and one purchase warrant with a two-year expiry.

Bitcoin Well Launches Treasury Offering with C$100M Target

Bitcoin Well is executing the Offering in multiple tranches, with the first completed on September 24, 2025. The company issued over 122 million Units at C$0.102 each, securing both fiat and 37.31 Bitcoin in gross proceeds. The valuation used the CME CF Bitcoin Reference Rate and the USD-CAD exchange on the same day.

The Units grant a right to purchase an additional share at C$0.1875 for a period of two years after each Closing Date. Bitcoin Well structured the Offering to expand its Bitcoin Treasury and strengthen its operating financial services business. With this transaction, Bitcoin Well expands its treasury from 11 to over 75 Bitcoin.

Bitcoin Well may increase the total Offering by another US$50 million based on demand. The total maximum proceeds could reach US$150 million if upsized. The company will utilize the proceeds for Bitcoin acquisitions, working capital, and general operational purposes.

Investor Agreements and Corporate Governance Developments

Bitcoin Well plans to finalize investor rights agreements with Zermatt Consulting LLC and Adam O’Brien, subject to approval by the TSXV and the shareholders. Zermatt would nominate two board members, while Adam O’Brien could nominate four. Both would jointly nominate one director.

The board would expand from four to seven members during the next general meeting following the Offering. Each participating entity will also enter a voting support agreement to approve key governance changes. These include the investor rights agreements and a proposed amendment to the share structure.

The new capital structure would introduce Subordinate Voting Shares and Multiple Voting Shares. Subordinate Voting Shares would carry one vote per share, while Multiple Voting Shares would carry 300 or another approved number. The change only becomes effective upon uplisting to a senior exchange.

Voting Agreements and Regulatory Compliance

All investors in the Offering will sign a Voting Trust Agreement, granting Adam O’Brien the right to appoint directors for 24 months. The company may pay finders’ fees in Units, though none were paid for the initial tranche. There is no minimum capital requirement for the Offering to proceed.

All securities are subject to a hold period of four months and one day from each Closing Date. Bitcoin Well confirmed the Offering remains subject to regulatory approvals, including TSXV acceptance. The company will mail a shareholder circular before December 31, 2025, outlining required approvals.

Bitcoin Well ensures compliance with MI 61-101 rules concerning related party transactions. Votes from Adam O’Brien and affiliates will be excluded from minority shareholder decisions. Bitcoin Well aims to solidify its position as a leader in non-custodial Bitcoin finance with this Offering.

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