Mr. Adam O'Brien reports

BITCOIN WELL REPORTS STRONG U.S. MARKET TRACTION

Bitcoin Well Inc. has provided an update on the company's U.S. market development, highlighting strong early indicators of product market fit and a near-term growth opportunity. The company also announces the settlement of debt and a quarterly update on shares issued under the at-the-market equity program.

U.S. growth update

Product market fit in the United States: Bitcoin Well's bitcoin portal is continuing to build momentum in the United States, with the platform generating over $9-million (U.S.) in transaction volume from January, 2025, through March, 2026, driven by a user base that grew from approximately 11,000 registered users in 2024 to over 20,000 as of March 31, 2026. The internal data indicate that customers who complete their first transaction demonstrate strong loyalty, with repeat transaction rates exceeding 65 per cent.

The conversion opportunity: Of the company's growing U.S.-registered customer base, roughly 10 per cent have completed an initial transaction to date. Management views the gap between registered and active customers as one of the highest-return growth opportunities available to the company, one that requires optimizing the existing onboarding funnel rather than net new customer acquisition. With demand already demonstrated at the top of the funnel, the focus is squarely on activation.

High-velocity recurring revenue: Once a U.S. customer transacts for the first time, repeat transactions follow quickly. The internal metrics show that over 60 per cent of repeat customers initiate the second transaction within seven days of their first, a velocity that management expects will generate a compounding stream of recurring revenue as the U.S. conversion rate improves.

"The U.S. opportunity is right in front of us," said Adam O'Brien, founder and chief executive officer of Bitcoin Well. "As the only non-custodial bitcoin platform in the USA, we can see our differentiator bearing fruit. The early success of the U.S. entry shows that, once a U.S. customer transacts, they come back fast. Our focus in 2026 is simple: get more U.S. customers through the door and let the product do the rest."

Share issuances

Shares-for-debt settlement

The company is indebted to certain creditors in the total amount of $202,358, as of March 31, 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 $88,545 by issuing 1,106,815 common shares in the capital of the company at a deemed price of eight cents per share and to settle $113,813 by issuing 1,778,320 shares at a deemed price of 6.4 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 March 31, 2026, the company issued a total of 850,000 shares on the TSX-V at an average price of 12 cents per share under the ATM program, providing gross proceeds of $102,328. Commissions and other related costs of $4,700 were paid to the agent in connection with these distributions, resulting in net proceeds to the company of $97,628. The company intends to use these funds for general working capital and to buy bitcoin as part of its bitcoin treasury strategy.

For further details on the ATM program, see the company's news release dated March 28, 2025.

Share issuance

Bitcoin Well also announces that, further to its news release dated March 5, 2026, the company has received approval from the TSX-V and has issued 682,100 shares at a deemed price of nine cents per common share in settlement of debt owed to a creditor under a sponsorship agreement. All common shares issued as settlement for the sponsorship agreement debt are subject to a statutory hold period of four months and one day.

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. The company's existing bitcoin ATM and on-line bitcoin portal business units drive cash flow to help finance this mission.

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