3iQ Receives Receipt for The Bitcoin Fund Final Prospectus
TORONTO – April 02, 2020 – 3iQ Corp. is pleased to announce that The Bitcoin Fund (the “Fund”) has filed with the securities regulatory authorities in all of the Canadian provinces and territories of Canada and received a receipt for its final prospectus in relation to an initial public offering of Class A Units and Class F Units at a price of US$10.00 per unit (the “Offering”). The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Class A Units under the symbol “QBTC.U”, subject to the fulfillment of TSX requirements. Class F Units will not be listed on a stock exchange but will be reclassified as Class A Units immediately upon the closing of the Offering.
The prospectus also qualifies the distribution of Class B Units of the Fund issuable pursuant to the merger of 3iQ Bitcoin Trust into the Fund (the “Merger”) as consideration for the assets held by 3iQ Bitcoin Trust which consist of bitcoin and cash. The Merger was previously approved at a special meeting of the unitholders convened on March 16, 2020. Accordingly, in connection with the Merger and on or about the closing date of the Offering, unitholders of 3iQ Bitcoin Trust will receive Class B Units of the Fund which will be reclassified as Class A Units.
The minimum size of the Offering is US$10,000,000 and the maximum size of the offering is US$50,000,000 (in each case, including the Class B Units issuable pursuant to the Merger). The closing date of the Offering is anticipated to be April 9, 2020.
The Fund’s investment objectives are to provide holders of Units with:
(a) exposure to the digital currency bitcoin and the daily price movements of the U.S. dollar price of bitcoin, and
(b) the opportunity for long-term capital appreciation.
3iQ Corp., will act as the investment manager and portfolio manager of the Fund.
The syndicate of agents for the Offering is being co-led by Canaccord Genuity Corp. and Echelon Wealth Partners Inc., and includes Leede Jones Gable Inc., Mackie Research Capital Corporation and PI Financial Corp. (collectively, the “Agents”). The Fund has granted the Agents an option to purchase up to an additional 15% of the Class A Units issued on the closing date of the Offering, on the same terms and conditions, exercisable in whole or in part, for a period of 30 days from the closing date of the Offering.
3iQ is a Canadian investment fund manager focused on providing investors with exposure to digital assets. 3iQ currently manages two private digital asset funds which are eligible for investment by accredited investors in Canada or in reliance on other exemptions from the prospectus requirement.
Founded in 2012, 3iQ is currently focused on digital assets, disruptive technologies and the blockchain space. For further information, please visit our website at www.3iQ.ca or contact Frederick T. Pye (514) 775-0010.
This offering is only made by the prospectus of the Fund dated March 31, 2020. The prospectus contains important information relating to these securities. Copies of the prospectus may be obtained from Canaccord Genuity Corp. or any of the Agents. Investors should read the prospectus before making an investment decision.
Certain statements contained in this news release constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking information may relate to matters disclosed in this news release 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. In particular, this news release includes forward-looking information relating to the anticipated completion of the Offering. Actual results may differ materially from results indicated in forward-looking information for a number of reasons, including the failure to close the transactions referenced in this news release on the terms and conditions currently contemplated by the Fund, or at all, as well the risk factors identified in the Fund’s prospectus dated March 31, 2020. 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, unless otherwise required by law.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy securities nor will there be any sale of such securities in any state in which such offer, solicitation or sale would be unlawful.
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