Not for distribution to U.S. newswire services or for dissemination in the United States.
This announcement and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly in, or into or from the United States or any other jurisdiction in which the same would be unlawful. Further, this announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation to buy, subscribe for or otherwise acquire any securities of The Bitcoin Fund in any jurisdiction in which any such offer or solicitation would be unlawful.
Toronto, July 13, 2021 – The Bitcoin Fund (the “Fund”) is pleased to announce its at-the-market equity program (the “ATM Program”) to allow the Fund to issue Class A Units having an aggregate sale price of up to US$200,000,000 (the “Class A Units”) to the public from time to time, at the discretion of 3iQ Corp. (the “Manager” or “3iQ”). Any Class A Units issued will be sold at the prevailing market price at the time of sale through the Toronto Stock Exchange (“TSX”) or any other marketplace in Canada on which the Class A Units are listed, quoted or otherwise traded.
The volume and timing of distributions under the ATM Program, if any, will be determined at the Manager’s sole discretion. The ATM Program will be effective until December 5, 2022 unless terminated prior to such date by the Fund. The Fund intends to use the proceeds from the ATM Program in accordance with the Fund’s investment objectives, investment strategies and investment restrictions.
Sales of the Class A Units through the ATM Program will be made pursuant to the terms of an equity distribution agreement dated July 9, 2021 with Canaccord Genuity Corp. (the “Agent”).
Sales of Class A Units will be made by way of “at-the-market distributions” as defined in National Instrument 44-102 Shelf Distributions, including sales made directly on the TSX or on any other existing trading market for the Class A Units in Canada. Since the Class A Units will be distributed at prevailing market prices at the time of the sale, prices may vary among purchasers during the period of distribution. The ATM Program is being offered pursuant to a prospectus supplement dated July 9, 2021 to the Fund’s short form base shelf prospectus dated November 5, 2020, as amended by amendment no. 1 dated January 5, 2021. Copies of the prospectus supplement and the short form base shelf prospectus may be obtained from your registered financial advisor using the contact information for such advisor, or from representatives of the Agent, and are available on SEDAR at www.sedar.com.
Founded in 2012, 3iQ is Canada’s largest digital asset investment fund manager with more than C$2 billion in assets under management. 3iQ was the first Canadian investment fund manager to offer a public bitcoin investment fund, The Bitcoin Fund (TSX: QBTC, QBTC.U), and a public Ether investment fund, The Ether Fund (TSX: QETH.UN, QETH.U). More recently, 3iQ launched the 3iQ CoinShares Bitcoin ETF (TSX: BTCQ, BTCQ.U) and the 3iQ CoinShares Ether ETF (TSX: ETHQ, ETHQ.U). 3iQ offers investors convenient and familiar investment products to gain exposure to digital assets. For more information about 3iQ and its digital asset investment funds, visit www.3iQ.ca or follow us on Twitter @3iQ_corp.
Fred Pye – Chairman and Chief Executive Officer
P: +1 (416) 639-2130
A short form base shelf prospectus and the prospectus supplement containing important detailed information about the securities being offered has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada. Copies of the short form base shelf prospectus and the prospectus supplement may be obtained from the Agent. Investors should read the short form base shelf prospectus and the prospectus supplement before making an investment decision.
You will usually pay brokerage fees to your dealer if you purchase or sell units of the Fund on the Toronto Stock Exchange or other alternative Canadian trading system (an “exchange”). If the units are purchased or sold on an exchange, investors may pay more than the current net asset value when buying units of the Fund and may receive less than the current net asset value when selling them.
There are ongoing fees and expenses associated with owning units of an investment fund. An investment fund must prepare disclosure documents that contain key information about the fund. You can find more detailed information about the Fund in its public filings available at www.sedar.com. Investment funds are not guaranteed, their values change frequently and past performance may not be repeated.
Certain statements contained in this document constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking information may relate to matters disclosed in this document and to other matters identified in public filings relating to the Fund, to the future outlook of the Fund and anticipated events or results and may include statements regarding the future financial performance of the Fund. In some cases, forward-looking information can be identified by terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not historical facts. Actual results may vary from such forward-looking information. Investors should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and we assume no obligation to update or revise them to reflect new events or circumstances.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED THEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
Any Units offered and listed pursuant to any further offering of Units by the Manager, including pursuant to the ATM Program, will be made available pari passu to investors on Nasdaq Dubai as they are on the TSX. Any further listing of Units by the Manager is subject to and on the basis of prior regulatory approval by the Dubai Financial Services Authority (the “DFSA”) for compliance with applicable DFSA regulations, including in respect of requirements for a DFSA “Approved Prospectus” and for the admission of the Units to the DFSA’s Official List of Securities.
The distribution of this announcement and any offering or issue of the Fund’s securities in any jurisdiction other than Canada may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.
In particular, subject to certain exceptions, this announcement should not be distributed, forwarded, transmitted or otherwise disseminated in or into the United States. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities in the United States or any other jurisdiction. The Fund’s securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or under the applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly within, into or in the United States, absent registration or an applicable exemption from, or except in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. Neither this announcement, nor the fact that it has been disseminated, shall form the basis of, or be relied upon in connection with, any future information that we distribute.