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Highlights

  • Sixty Six Capital issued 24,584,110 common shares at CAD 0.14 each, raising CAD 3,441,775.40 in gross proceeds.
  • Insiders, including David Rowe and Robert Keith, collectively subscribed for over 6 million shares in the offering.
  • Share loan agreements involved 19.6 million pledged shares between subscribers and director David Rowe.

Sixty Six Capital Inc. (CSE: SIX) has completed its previously announced non-brokered private placement, raising gross proceeds of CAD 3,441,775.40 through the issuance of 24,584,110 common shares at a price of CAD 0.14 per share. The funds raised will be allocated toward the purchase of Bitcoin and to support working capital and general corporate purposes.

The offering did not involve any finder's fee and is subject to a four-month plus one day statutory hold period from the date of issuance, in line with applicable securities legislation. The company also clarified that the securities issued will not be registered under the U.S. Securities Act of 1933, and are not intended for distribution within the United States unless an exemption applies.

The offering constituted a related party transaction under Multilateral Instrument 61-101 due to insider participation. Insiders subscribed for a total of 6,096,608 shares. However, Sixty Six Capital relied on exemptions from formal valuation and minority shareholder approval requirements, as the offering's fair market value did not exceed 25 percent of the company’s market capitalization and the company is not listed on a specified exchange.

Following the transaction, two key insiders saw changes in their ownership. David Rowe increased his holdings from approximately 47.05 percent to 42.82 percent of the issued and outstanding shares on an undiluted basis. On a partially diluted basis, his stake now stands at 43.54 percent. Robert Keith’s ownership shifted from 36.54 percent to 34.55 percent of the company’s shares.

Additionally, a number of subscribers entered into share loan and pledge agreements with David Rowe. As part of these agreements, Rowe loaned 19,596,218 common shares to the subscribers without resale restrictions. The same number of shares acquired in the offering were pledged as collateral back to Rowe.