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Red River Capital Announces Proposed Qualifying Transaction

Calgary, Alberta--(Newsfile Corp. - June 2, 2020) - Red River Capital Corp. (TSXV: XBT.P) ("Re...

articleBitcoin Well IncJune 2, 20204/company/bitcoin-well-inc/news/red-river-capital-announces-proposed-qualifying-transaction
Red River Capital Announces Proposed Qualifying Transaction

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[{"type":"text","content":"Red River Capital Announces Proposed Qualifying TransactionCalgary, Alberta--(Newsfile Corp. - June 2, 2020) - Red River Capital Corp. (TSXV: XBT.P) (\"Red River\" or the \"Corporation\") is pleased to announce details concerning its proposed arm's length qualifying transaction (the \"Proposed Transaction\") involving a proposed business combination with 1739001 Alberta Ltd. o/a Bitcoin Solutions (\"Bitcoin Solutions\"), a private company incorporated under the laws of the Province of Alberta.Established in 2013, Bitcoin Solutions is a leading cryptocurrency ATM machine operator in Canada with a national network of Bitcoin ATMs.Red River entered into a letter of intent with Bitcoin Solutions dated June 1, 2020, pursuant to which Red River intends to acquire all of the issued and outstanding securities of Bitcoin Solutions (the \"Bitcoin Solutions Securities\"), effected by way of an exempt take-over bid, share exchange or similar transaction pursuant to the terms of a definitive agreement to be entered into by Red River and Bitcoin Solutions (the \"Definitive Agreement\"). For convenience, Red River as it will exist after completion of the Proposed Transaction, is sometimes referred to herein as the \"Resulting Issuer\".In connection with the Proposed Transaction, it is anticipated that at least 80,000,000 Red River common shares will be issued to Bitcoin Solutions securityholders in exchange for their Bitcoin Solutions Securities. The Proposed Transaction values the Red River common shares at $0.12 per share. It is estimated that there will be at least 85.6 million common shares of the Resulting Issuer issued and outstanding immediately following closing of the Proposed Transaction, with former Red River shareholders holding approximately 5% of such common shares and former Bitcoin Solutions securityholders holding approximately 95% of such common shares. Closing of the Proposed Transaction is not subject to a financing condition, however Bitcoin Solutions may complete an equity financing prior to the closing of the Proposed Transaction at a price of no less than $1.07 per Bitcoin Solutions share. The financing may be completed on a brokered or non-brokered basis, or a combination of the two. As of the date of this press release, no broker has been engaged by Bitcoin Solutions.Upon completion of the Proposed Transaction, Red Ri...

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