Bitcoin Well Announces Private Placement Offering of up to US$100 Million of Units and First Tranche Closing for Proceeds of Approximately C$12.5 Million

Executive Summary

• Bitcoin Well announced a private placement of up to US $100 million (5,000 BTC) at C$0.102 per unit, with the first tranche closed for gross proceeds of C$12.492 million.
• Each unit consists of one common share and one warrant exercisable at C$0.1875 for two years; the company may upsized the offering by an additional US $50 million.
• Proceeds will be used to expand Bitcoin reserves, fund working capital and general corporate purposes, alongside planned board expansion and shareholder‑approved share‑structure amendments.

Key Details

• Offering Size: Up to US $100 million (5,000 BTC) at C$0.102 per unit; potential upsizing by additional US $50 million for total gross proceeds up to US $150 million.
• First Tranche Closed: 122,471,380 units issued; aggregate gross proceeds of C$12,492,081 (including conversion of 37.31 BTC at CME CF reference rate and CAD/USD rate on Sep 24 2025).
• Unit Composition: 1 common share + 1 warrant per unit; warrant exercise price C$0.1875, exercisable for two years from closing date.
• Use of Proceeds: Add to strategic Bitcoin treasury, working capital, and general corporate purposes.
• Board Expansion: Plan to increase board from 4 to 7 directors at next AGM; Zermatt Consulting to nominate 2 directors, Adam O’Brien to nominate 4, with one mutually nominated director.
• Share Structure Amendment: Seek shareholder approval to create unlimited Subordinate Voting Shares (1 vote each) and Multiple Voting Shares (300 votes each); amendment contingent on uplisting to a senior exchange.
• Voting Support & Trust Agreements: Investors will enter voting support agreements for the share‑structure amendment and related matters, plus voting trust agreements granting Adam O’Brien voting rights for director appointments for 24 months.
• Regulatory Conditions: Subject to TSX Venture Exchange approval, minority shareholder approval under MI 61‑101, and other required regulatory approvals.
• Finders’ Fees: May be paid in units to certain finders; none payable on first tranche.

Notable Quotes

“Bitcoin Well has always given investors exposure to the bitcoin industry through our operations, and now Bitcoin Well is enhancing that exposure.” – Adam O’Brien, Founder & CEO

“I am thrilled with the progress so far on the Offering… This amount allows us to grow our existing treasury by over 700% from 11 to over 75 bitcoin!” – Adam O’Brien, Founder & CEO