Bitcoin Solutions entered into a letter of intent to acquire Red River Capital Corp. (TSXV:XBT.P) in a reverse merger transaction on June 1, 2020. As per filing dated September 14, 2020 Bitcoin Solutions entered into a share purchase agreement to acquire Red River Capital Corp. (TSXV:XBT.P) in a reverse merger transaction on September 11, 2020. In connection with the proposed transaction, it is anticipated that at least 80 million Red River common shares will be issued to Bitcoin Solutions security holders in exchange for the Bitcoin Solutions Securities. The proposed transaction values the Red River common shares at CAD 0.12 per share, representing an aggregate consideration of CAD 14.4 million. 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 security holders holding approximately 95% of such common shares. As per filing dated September 14, 2020 post completion of the transaction, the resulting issuer is expected to have approximately 130 million common shares outstanding on a non-diluted basis. Each holder of Bitcoin Solutions Class A Shares or Bitcoin Solutions Class B Shares will receive 8.917 Red River Shares for every Bitcoin Solutions Class A Share or Bitcoin Solutions Class B Share held, and each holder of Bitcoin Solutions Class I Shares or Bitcoin Solutions Class F Preferred Shares will receive 10 Red River Shares for every Bitcoin Solutions Class I Share or Bitcoin Solutions Class F Preferred Share held. In addition, each issued and outstanding stock option to purchase Bitcoin Solutions Class I Shares (“Bitcoin Solutions Option”) will be exchanged for 10 options of the Resulting Issuer (“Resulting Issuer Options”), having substantially the same terms and condition as the Bitcoin Solutions Option, and will entitle the holder thereof to acquire, upon exercise thereof, and for the consideration payable therefor, one common share of the Resulting Issuer. As of July 6, 2020, the shareholders of Bitcoin Solutions will control between 93.5% to 95.5% of the issued and outstanding shares of Red River Capital. 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 CAD 1.07 per Bitcoin Solutions share. As of September 8, 2020, the non-brokered private placement has closed and was meaningfully oversubscribed. The financing may be completed on a brokered or non-brokered basis, or a combination of the two. Upon completion of the proposed transaction, Red River will change its name to “The Bitcoin Well Inc.” and expects to be listed on the Exchange as a technology issuer. It is anticipated that the Resulting Issuer will be listed as a Tier 1 Industrial Issuer. Concurrent with the completion of the proposed transaction, it is expected that all directors and officers of Red River will resign and be replaced by Bitcoin Solutions nominees. Adam O’Brien, Chief Executive Officer of Bitcoin will join the resulting issuer as Chief Executive Officer, Director, Control Person and Promoter. Mandy Johnson will join as Chief Financial Officer, Heather Barnhouse will join as Corporate Secretary, Julian Klymochko(Director and Chief Executive Officer of Red River), Eric Sauze and Carman McNary will join as Director, David Bradley will join as Director of Strategy and Director and Richard Gauthier will join as Control Person. Completion of the proposed transaction is subject to a number of conditions, including but not limited to, exchange, if applicable, majority of the minority shareholder approval, execution of the definitive agreement, approval by the Board of Directors of Red River, satisfactory completion of due diligence, receipt of all necessary third party consents, approval of the Acquisition by the Exchange as the Corporation’s Qualifying Transaction and the Exchange approving the listing of the common shares of the Resulting Issuer. Shareholder approval is not required with respect to the Proposed Transaction under the rules of the Exchange. However, shareholder approval will be required to change the name of the resulting issuer. As of August 19, 2020, the annual general and special meeting of Red River Capital Corp. shareholders will be held on September 15, 2020 to approve the change of name of Red River Capital. Melissa Smith of Borden Ladner Gervais LLP acted as legal advisor to Red River Capital. Nicole Bacsalmasi and Heather Barnhouse of Dentons Canada LLP acted as legal advisor to Bitcoin.