NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
TORONTO – April 20, 2020 – 3iQ Corp. (“3iQ”) is pleased to announce that a preliminary prospectus for a new issue of Class A Units and Class F Units of The Bitcoin Fund (the “Offering”) has been filed with the securities regulatory authorities in all of the provinces and territories of Canada and a receipt has been issued. The Offering will be priced so as not to be dilutive to net asset value at the time of pricing. The Class A Units of The Bitcoin Fund trade on the Toronto Stock Exchange (“TSX”) under the symbol “QBTC.U”. 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 closing date of the Offering is anticipated to be in May 2020 and is subject to regulatory approval.
The Bitcoin 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 is the investment fund manager and portfolio manager of The Bitcoin 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.
Founded in 2012, 3iQ is a Canadian investment fund manager focused on providing investors with exposure to digital assets, disruptive technologies and the blockchain space. For further information, please visit our website at www.3iQ.ca, contact Frederick T. Pye (514) 775-0010, or contact Canaccord Genuity for a copy of the preliminary prospectus. In addition to the Fund, 3iQ manages a private digital asset fund which is eligible for investment by accredited investors in Canada or in reliance on other exemptions from the prospectus requirement.
A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in certain jurisdictions of Canada. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from Canaccord Genuity Corp. or any of the Agents and is also available at www.sedar.com. There will not be any sale or acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.
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 Offering 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 April 17, 2020. Investors should not place undue reliance on forward-looking statements. These forwardlooking 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.