Bitcoin Well sets up debt settlement, talks ATM program

Mr. Adam O'Brien reports BITCOIN WELL ANNOUNCES DEBT SETTLEMENT AND QUARTERLY ATM PROGRAM UPDATE Bitcoin Well Inc. has arranged the settlement of debt and a quarterly update on shares issued under the at-the-market equity program (the ATM program). Shares for debt settlement The company is indebted to certain creditors in the total amount of $212,599, as of Sept. 30, 2025, pursuant to certain use of bitcoin agreements and a convertible debenture agreement. The use of coin and debenture interest debt represents interest accrued under the agreements. Bitcoin Well has elected to settle $98,787 by issuing 681,290 common shares in the capital of the company at a deemed price of 14.5 cents per share, and to settle $113,812 by issuing 981,137 shares at a deemed price of 11.6 cents per share. The settlement of the use of coin and debenture interest debt through the issuance of shares remains subject to the approval of the TSX Venture Exchange and will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws. A director of the company participated in the debt settlement through a wholly owned subsidiary. Such participation will be considered to be a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the related party participation in the debt settlement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it will involve interested parties, is expected to exceed 25 per cent of the company's market capitalization (as determined under MI 61-101). Quarterly ATM program update Bitcoin Well also provides a quarterly update with respect to the company's previously announced ATM program, launched on March 28, 2025. The ATM program allows the company to issue and sell, from time to time, up to $5-million of shares from treasury to the public, at the company's discretion, pursuant to an equity distribution agreement between the company and Haywood Securities Inc. During the quarter ended Sept. 30, 2025, the company issued a total of 262,000 shares on the TSX Venture Exchange at an average price of 19 cents per share under the ATM program, providing gross proceeds of $49,411. commissions and other related costs of $1,966 were paid to the agent in connection with these distributions, resulting in net proceeds to the company of $47,445. The company intends to use these funds for general working capital and to buy bitcoin as part of its bitcoin treasury strategy. On a year-to-date basis, the company issued a total of 1,962,000 shares on the TSX-V at an average price of 15 cents per share under the ATM program, providing gross proceeds of $289,249. Commissions and other related costs of $11,036 were paid to the agent in connection with these distributions, resulting in net proceeds to the company of $278,213. For further details on the ATM program, see the company's news release dated March 28, 2025. About Bitcoin Well Inc. Bitcoin Well is on a mission to enable independence. The company does this by making bitcoin useful to everyday people to give them the convenience of modern banking and the benefits of bitcoin. The company likes to think of it as future-proofing money. Bitcoin Well's existing bitcoin ATM (automated teller machine) and on-line bitcoin portal business units drive cash flow to help finance this mission. We seek Safe Harbor.