The number of Common Shares issuable pursuant to this acquisition, including pursuant to the Earnout, will be determined using the closing price of the Common Shares on the TSXV Venture Exchange (“TSXV”) on the 11 th day of trading of Bitcoin Well, or such other price as may be prescribed by the TSXV. In the event the negative shareholders’ equity of Ghostlab exceeds $1.8 million, the amount of the Earnout shall be reduced proportionately for every dollar of negative equity in excess of $1.8 million.
#O GHOSTLAB SOFTWARE#
The Earnout is payable in equal installments of $150,000 predicated on achieving Net Revenue (as defined in the agreement 1) of $600,000, $1.5 million, $3.6 million, and $8.0 million, respectively within a 12 month period, prior to the fourth anniversary of the acquisition’s Effective Date.ġ The share of the transaction, commission or subscription commission revenue earned by Bitcoin Well utilizing Ghostlab’s software regardless of whether the ATM machine or website was owned or operated by Bitcoin Well or a third party.
The assumption of negative equity of approximately $1.8 million Īn earn-out of up to $600,000 payable in Common Shares (the “Earnout”). The aggregate consideration payable for Ghostlab will be as follows:Īn amount equal to $800,000 payable in common shares of Bitcoin Well ("Common Shares")
The purchase price for the non-arm’s length acquisition of 100% of the issued and outstanding shares of Ghostlab is based on an enterprise value of up to $3.2 million, subject to the adjustments discussed below, and includes the assumption of approximately $1.8 million in negative equity. Ghostlab was able to prove out the software concepts to the point where Bitcoin Well believes that the software development arm has been accordingly de-risked and it would be in the best interests of the Company for Ghostlab to be directly contributing to the service offerings provided by Bitcoin Well. On January 1, 2020, Bitcoin Well spun-out its proprietary software development arm to Ghostlab and Ghostlab rebuilt the existing software as well as developed Ghostlabs' proprietary ATM software that enables bitcoin to be more accessible and usable to the average person, but most importantly, makes it easier for operators to manage their businesses. Adam O’Brien and Dave Bradley (prior to his involvement with Bitcoin Well) co-founded Ghostlab in 2019. Ghostlab enables, or intends to enable, its customers to offer additional functionality within existing businesses, hardware, and platforms, and provides software which allows the operator’s users to access bitcoin.
“When acquired, the Ghostlab division of Bitcoin Well will expand the future potential SaaS revenue stream for Bitcoin Well, including from ATM software, merchant services and additional crypto asset digital services.”īuilt by bitcoin entrepreneurs, for bitcoin entrepreneurs, Ghostlab works behind the scenes, building software solutions for innovative financial service providers and has been the trusted software provider to Bitcoin Well. “Bitcoin Well’s potential acquisition of Ghostlab will bring technology that makes bitcoin more accessible and user friendly for the general public,” said Julian Klymochko, Chairman of Bitcoin Well.
(“Ghostlab”), a software company that designs and develops software to improve the functionality and accessibility of modern financial technology and services, including Bitcoin ATM machines. (TSXV: BTCW) (“Bitcoin Well” or the “Company”), a company offering convenient, secure and reliable ways to buy, sell and use bitcoin through a trusted Bitcoin ATM network and suite of web-based transaction services, is pleased to announce that it has entered into a share purchase agreement on Augfor the acquisition of Ghostlab Inc. 11, 2021 (GLOBE NEWSWIRE) - Bitcoin Well Inc.
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