Bitcoin Well to issue debt shares, closes placement

Mr. Adam O'Brien reports BITCOIN WELL ANNOUNCES SHARES FOR DEBT SETTLEMENT, CLOSING OF PRIVATE PLACEMENT, STOCK OPTION GRANT AND EARLY WARNING DISCLOSURE Bitcoin Well Inc. has arranged a shares-for-debt settlement, has granted stock options and has made a related early warning disclosure. Settlement of interest debt The company has elected to settle an aggregate of $291,095 of accrued interest obligations by issuing common shares in the capital of the company. The company is indebted to certain creditors in the total amount of $210,495, as of Jan. 2, 2026, 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 $96,683 by issuing 920,788 shares at a deemed price of 10.5 cents per share, and $113,813 by issuing 1,354,916 shares at a deemed price of 8.4 cents per share. Further to the company's news release dated Dec. 30, 2024, the company is indebted to holders of certain convertible debentures in the total amount of $80,600, as of Jan. 1, 2026, pursuant to a convertible debenture indenture, the material terms of which are more fully described in the company's news releases dated Dec. 2, 2024, and Dec. 30, 2024. Under the CD indenture, the company has elected to settle the CD interest debt by issuing 739,449 shares at a deemed price of 10.9 cents per share. Settlement of sponsorship agreement debt In addition, the company is indebted to a certain creditor in the amount of $62,905.50 as of Nov. 30, 2025, pursuant to a sponsorship agreement. The sponsorship agreement debt represents payments for monthly services accrued under the sponsorship agreement. Bitcoin Well has elected to settle the sponsorship agreement debt by issuing 698,950 shares at a deemed price of nine cents per share. The settlement of the use of coin and debenture interest debt, the CD interest debt, and sponsorship agreement debt through the issuance of shares is referred to herein as the debt settlement. The debt settlement remains subject to the approval of the TSX Venture Exchange. All shares issued pursuant to the debt settlement 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. Private placement Further to the company's press releases dated Sept. 29, 2025, and Oct. 31, 2025, the company has closed its private placement offering of units. The company raised aggregate proceeds of approximately $12,492,081.22 from the sale of 122,471,380 units as follows: (i) $6,618,460 in cash from the sale of 64,886,861 units; and (ii) 37.31 bitcoin (having an approximate value of $5,873,621.11 based on a price of $157,427.53 per bitcoin as of the closing date of the offering) from the sale of 57,684,519 units. All securities issued pursuant to the offering are subject to a statutory hold period of four months and one day following the date of issuance in accordance with applicable securities laws. No finders' fees were paid in connection with the offering. The offering remains subject to certain conditions, including, but not limited to, receipt of all necessary regulatory approvals, including the approval of the TSX-V. Grant of stock options The company also announces it has granted stock options to purchase up to a total of 8,292,500 shares of the company to certain directors, officers and consultants of the company under the company's omnibus equity incentive plan. The options have been granted at an exercise price of 10.5 cents per share. One-third of the options will vest on each of the first three anniversaries of the grant date. The options have a term of five years and will expire on Jan. 1, 2031. All options and the shares issuable upon exercise of the options are subject to a hold period of four months and one day from the date of issuance. Participation by certain directors and officers of the company in the debt settlement and the option grant described herein constitutes 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). Early warning disclosure Adam O'Brien, the chief executive officer and a director of the company, acquired 1.8 million options pursuant to the option grant. Prior to the option grant, Mr. O'Brien owned or exercised control or direction over 83,687,904 shares, 2.88 million warrants and 2,604,819 options, representing approximately 23.88 per cent of the issued and outstanding shares on a non-diluted basis and approximately 25.06 per cent on a partially diluted basis. Following the option grant, Mr. O'Brien owned or exercised control or direction over 83,687,904 shares, 2.88 million warrants and 4,404,819 options, representing approximately 23.88 per cent of the issued and outstanding shares on a non-diluted basis and approximately 25.43 per cent on a partially diluted basis. This portion of the news release is issued pursuant to National Instrument 62-103 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issues), which also requires an early warning report to be filed on SEDAR+, containing additional information with respect to the foregoing matters. A copy of the related early warning report may be obtained, following its filing, on the company's SEDAR+ profile or by contacting the company at: 10175 101 St. Northwest, No. 1700, Edmonton, Alta., T5J 0H3, Canada, attention: Adam O'Brien, or telephone: 888-711-3866. About Bitcoin Well Inc. Bitcoin Well is on a mission to enable independence. It does this by making bitcoin useful to everyday people to give them the convenience of modern banking and the benefits of bitcoin. It likes to think of it as future-proofing money. Its existing bitcoin ATM and on-line bitcoin portal business units drive cash flow to help finance this mission. We seek Safe Harbor.