Bitcoin Well launches $2m convertible debenture offering

BITCOIN WELL ANNOUNCES BITCOIN PURCHASE AND BROKERED PRIVATE
PLACEMENT OFFERING OF UP TO $2.0 MILLION OF CONVERTIBLE DEBENTURE UNITS
LED BY HAYWOOD SECURITIES INC. WITH $500,000 OF INSIDER PARTICIPATION

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

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Edmonton, Alberta – December 2, 2024 – Bitcoin Well Inc. (“Bitcoin Well” or the
“Company”) (TSXV: BTCW; OTCQB: BCNWF), the non-custodial bitcoin business on a
mission to enable independence, is pleased to announce that it has entered into an
agreement with Haywood Securities Inc. (“Haywood”) to act as lead agent and sole
bookrunner, together with a syndicate of agents (the “Agents”), in connection with a
best-efforts private placement of up to approximately $2,000,000 convertible debenture
units (the “Debenture Units”) at a price of $1,000 per Debenture Unit (the “Offering”). Each
Debenture Unit shall consist of: (i) one 8% $1,000 principal amount unsecured convertible
debenture (each, a ”Debenture”); and (ii) 4,347 common share purchase warrants of the
Company (each, a “Warrant”).

Further, the Company announces the purchase of approximately 7.53088112 BTC for
$1,035,882.82 CAD at an average price of $137,551.34 CAD per bitcoin.

The Company intends to use the net proceeds from the Offering for working capital,
general corporate purposes and for further additions to the strategic bitcoin reserve. The
Offering is expected to close on or about December 17 , 2024, or such other date as the
Company and Haywood may agree, each acting reasonably (the “Closing Date”).

“Adding bitcoin to the balance sheet feels great!” said Adam O’Brien, founder and CEO of
the Company. “We look forward to closing a successful Offering which will afford us
access to additional capital to add more bitcoin to our treasury. I am excited to offer our
shareholders exposure to bitcoin alongside our growing bitcoin business. We have seen
good growth so far this quarter and we expect that adding bitcoin to the balance sheet
will continue to give the Company opportunities in the future.”

The Debentures will bear interest of 8% per annum, payable semi-annually in arrears, on
the first business day in July and January of each year, with the first interest payment to
be made on July 2, 2025 (the “Interest Payment Date”) and maturing on the date that is
60 months following the Closing Date (the "Maturity Date"). The Company shall pay, on
each Interest Payment Date, all interest in the form of common shares of the Company
(the “PIK Interest Payment”) or in cash, at the sole discretion of the Company. In the event
the Company elects to make a PIK Interest Payment, it shall deliver such number of
Common Shares, within 10 business days of the Interest Payment Date, as is determined
by dividing the accrued and unpaid interest due and payable on the Interest Payment
Date by the 10 day volume weighted average trading price (“VWAP”) of the Common
Shares on the TSX Venture Exchange (the “TSXV”), immediately preceding the Interest
Payment Date.

The Debentures will be unsecured obligations of the Company and subordinated in right
of payment to the prior payment in full of all secured indebtedness of the Company. The
Debentures will rank pari passu with all existing subordinated debentures and all
additional subordinated debentures issued by the Company from time to time. The
Debentures will also be effectively subordinated to claims of creditors of the Company’s
subsidiaries except to the extent the Company is a creditor of such subsidiaries ranking
at least pari passu with such other creditors.

Each $1,000 principal amount of Debentures will be convertible into 4,347 common shares
of the Company (the “Common Shares”) at the option of the holder thereof, at a
conversion price of $0.23 per Common Share (the “Conversion Price”), at any time prior
to the close of business on the earlier of: (i) the Maturity Date; (ii) the business day
immediately preceding the date fixed by the Company pursuant to the Debenture
Conversion Notice (as hereinafter defined), and (iii) the business day immediately
preceding the payment date if subject to repurchase pursuant to a change of control,
subject to adjustment in certain circumstances pursuant to a trust indenture to be
entered into between the Company and trust company. Beginning on the date that is
four months and one day following the Closing Date, if the VWAP of the Common Shares
on the TSXV is greater than $0.32 for a period of 10 consecutive trading days, the
Company may, within 10 business days of the occurrence of such event, force the
conversion of the Debentures by giving notice (the “Debenture Conversion Notice”) to
the holders of the Debentures, and issuing a concurrent press release, and, in such case,
the conversion date of the Debentures shall be the date specified by the Company in the
Debenture Conversion Notice, provided such date shall not be less than 30 trading days
following delivery of the Debenture Conversion Notice.

Each Warrant will be exercisable to acquire one Common Share for an exercise price of
$0.30 for a period of 60 months following the Closing Date. If, at any time following the
Closing Date and prior to the expiry date of the Warrants, the VWAP of the Common
Shares on the TSXV is greater than $0.42 for a period of 10 consecutive trading days, the
Company may, within 10 business days of the occurrence of such event, accelerate the
expiry date of the Warrants by giving notice (the “Warrant Acceleration Notice”), and
issuing a concurrent press release, and, in such case, the expiry date of the Warrants shall
be the date specified by the Company in the Warrant Acceleration Notice, provided such
date shall not be less than 30 trading days following delivery of the Warrant Acceleration
Notice.

The Agents will have an option (the “Agent’s Option”) to offer for sale up to an additional
$300,000 of Debenture Units, by Haywood, on behalf of the Agents providing notice to the
Company at any time up to 48 hours prior to the Closing Date.

The Company has agreed to (a) pay to the Agents a commission of 7% cash (3.5% in
respect of presidents list orders); (b) issue to the Agents compensation options entitling
the Agents to acquire that number of Debenture Units equal to 7% (3.5% in respect of
presidents list orders) of the aggregate number of Debenture Units sold pursuant to the
Offering at an exercise price of each such Debenture Unit of $1,000; and (c) issue to
Haywood such number of Debenture Units as is equal to the greater of $100,000 and 7%
of the gross proceeds of the Offering (3.5% in respect of presidents list orders) at a
deemed price per such Debenture Unit of $1,000.

All securities issued pursuant to the Offering will be subject to a statutory hold period of
four months and one day following the Closing Date. The Offering remains subject to
certain conditions including, but not limited to, receipt of all necessary regulatory
approvals, including the approval of the TSXV.

It is anticipated that certain directors of the Company will participate in the Offering for
minimum gross proceeds of $500,000. 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 ("MI 61-101"). 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 Offering 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% of the Company's market capitalization (as determined under MI 61-101).

This news release does not constitute an offer to sell or a solicitation of an offer to buy
any securities in the United States. The securities offered hereby have not been and will
not be registered under the United States Securities Act of 1933, as amended (the “1933
Act”) or any state securities laws and may not be offered or sold in the United States or
to U.S. persons (as defined in Regulation S under the 1933 Act) unless the securities have
been registered under the 1933 Act and all applicable state securities laws, or are
otherwise exempt from such registration.

About Bitcoin Well
Bitcoin Well is on a mission to enable independence. We do this by making bitcoin useful
to everyday people to give them the convenience of modern banking and the benefits of
bitcoin. We like to think of it as future-proofing money. Our existing Bitcoin ATM and Online
Bitcoin Portal business units drive cash flow to help fund this mission.

Join our investor community and follow us on Nostr, LinkedIn, Twitter and YouTube to keep
up to date with our business.

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Bitcoin Well contact information

To book a virtual meeting with our Founder & CEO Adam O’Brien please use the following
link: https://bitcoinwell.com/meet-adam

For additional investor & media information, please contact:
Tel: 1 888 711 3866
ir@bitcoinwell.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.

Forward-looking information
Certain statements contained in this news release may constitute forward-looking
information. Forward-looking information is often, but not always, identified by the use
of words such as "anticipate", "plan", "estimate", "expect", "may", "will", "intend", "should", or
the negative thereof and similar expressions. All statements herein other than
statements of historical fact constitute forward-looking information, including but not
limited to statements in respect of: closing of the Offering; TSXV approval of the Offering;
exercise of the Agent’s Option; use of proceeds from the Offering; and Bitcoin Well’s
business plans, strategy and outlook. Forward-looking information involves known and
unknown risks, uncertainties and other factors that may cause actual results or events
to differ materially from those anticipated in such forward-looking information. Bitcoin
Well actual results could differ materially from those anticipated in this forward-looking
information as a result of inability to obtain TSXV approval, regulatory decisions,
competitive factors in the industries in which Bitcoin Well operates, prevailing economic
conditions, and other factors, many of which are beyond the control of Bitcoin Well.

Bitcoin Well believes that the expectations reflected in the forward-looking information
are reasonable, but no assurance can be given that these expectations will prove to be
correct and such forward-looking information should not be unduly relied upon. Any
forward-looking information contained in this news release represents Bitcoin Well’s
expectations as of the date hereof, and is subject to change after such date. Bitcoin Well
disclaims any intention or obligation to update or revise any forward-looking information
whether as a result of new information, future events or otherwise, except as required by
applicable securities legislation. For more information, see the Cautionary Note
Regarding Forward Looking Information found in the Bitcoin Well’s quarterly
Management Discussion and Analysis.