Toronto, Ontario--(Newsfile Corp. - July 22, 2025) - Sixty Six Capital Inc. (CSE: SIX) ("Sixty Six" or the "Company") announces that, further to its press release of June 25, 2025, it has completed its non-brokered private placement financing through the issuance of 24,584,110 common shares (each, a "Common Share") in the capital of the Company at a price of CAD$0.14 per Common Share for gross proceeds of CAD$3,441,775.40 (USD$2,513,528.57 - based on the Bank of Canada exchange rate of CAD$1.00 = USD$0.7303).
Gross proceeds raised from the Offering will be used for the purchase of BTC and for working capital and general corporate purposes.
All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. No finder's fee is expected to be paid in connection with the Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The Offering constituted a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as insiders of the Company subscribed for an aggregate of 6,096,608 Common Shares. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.
Prior to the completion of Offering, Mr. David Rowe beneficially owned or controlled an aggregate of 97,692,571 Common Shares and 2,958,777 stock options, representing approximately 47.05% of the Company's issued and outstanding Common Shares on an undiluted basis and approximately 47.79% on a partially diluted basis. Following the completion of the Offering, Mr. Rowe beneficially owns and controls, an aggregate of 99,434,463 Common Shares and 2,958,777 stock options, representing approximately 42.82% of the Company's issued and outstanding Common Shares on an undiluted basis and 43.54% on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Rowe may from time to time increase or decrease his holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca.
Prior to the completion of the Offering, Mr. Robert Keith beneficially owned or controlled an aggregate of 75,879,283 Common Shares, representing approximately 36.54% of the Company's issued and outstanding Common Shares on an undiluted basis and on a partially diluted basis. Following the completion of the Offering, Mr. Keith beneficially owns and controls, an aggregate of 80,233,999 Common Shares, representing approximately 34.55% of the Company's issued and outstanding Common Shares on an undiluted basis and on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Keith may from time to time increase or decrease his holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca.
In connection with the Offering, certain purchasers of the Common Shares (the "Subscribers") entered into share loan and pledge agreements with Mr. David Rowe, a director, officer and control person of the Company (the "Lender"), pursuant to which the Lender loaned to the Subscribers an aggregate of 19,596,218 Common Shares without resale restriction. As collateral, the Subscribers pledged to the Lender an equal number of Common Shares purchased pursuant to the closing of the Offering.
About Sixty Six Capital
Sixty Six is an investment company specialising in crypto and AI assets.
For more information, please visit: https://sixtysixcapital.com/.
For more information, please contact:
David Rowe
Chief Executive Officer
15 Percy Street
London W1T 1DS
United Kingdom
Tel: +44 207 1268354
Neither the CSE nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding future financial position, business strategy, use of proceeds, corporate vision, proposed acquisitions, partnerships, joint-ventures and strategic alliances and co-operations, budgets, cost and plans and objectives of or involving the Company. Such forward-looking information reflects management's current beliefs and is based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. A number of known and unknown risks, uncertainties and other factors may cause the actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company including, but not limited to, the impact of general economic conditions, industry conditions and dependence upon regulatory approvals. Certain material assumptions regarding such forward-looking statements may be discussed in this news release and the Company's annual and quarterly management's discussion and analysis filed at www.sedar.com. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/259693
SOURCE: Sixty Six Capital Inc.
