Bit Brother (BETS) Announces Pricing of $12.0 Million Registered Direct Offering

Bit Brother Limited ("Bit Brother, " "We" or the "Company") (NASDAQ: BETS), announced today that it has entered into a securities purchase agreement with certain accredited investors to sell $12.0 million of its Class A ordinary shares, Class D warrants, and Class E warrants in a registered direct offering.

Under the terms of the securities purchase agreement, Bit Brother has agreed to sell 184,615,385 Class A ordinary shares, Class D warrants to purchase 184,615,385 Class A ordinary shares, and Class E warrants to purchase 184,615,385 Class A ordinary shares at a combined purchase price of $0.065 per Class A ordinary share and associated warrants. The Class D warrants will be exercisable immediately upon the date of issuance for a term of five years and have an initial exercise price of $0.06 subject to certain reset 30 trading days after closing and the Class E warrants will be exercisable immediately upon the date of issuance for a term of two years and have an initial exercise price of $0.13. In addition to the customary cashless exercise rights provided in both the Class D warrants and the Class E warrants, the Class E warrants will also provide an alternate cashless exercise allowing the holder to right to exercise at any time, on a cashless exercise basis for a larger number of Class A ordinary shares under certain conditions. The Company agreed to effectuate a reverse split in the event the closing bid price of the Class A ordinary share trades below $0.01 (closing price) for five consecutive trading days. The holders of the warrants agreed not to exercise cashlessly below $1.50 during the first 20 trading days after effectuation of the reverse split.

The gross proceeds to Bit Brother are estimated to be $12.0 million before deducting the placement agent fees and other estimated offering expenses. The registered direct offering is expected to close on or about December 8, 2023, subject to the satisfaction of customary closing conditions.

Maxim Group LLC acted as sole placement agent for the offering.

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