Mr. Adam O'Brien reports

BITCOIN WELL ANNOUNCES SHARES-FOR-DEBT SETTLEMENTS

Bitcoin Well Inc. has proposed share-for-debt settlements.

The company proposes to issue an aggregate of 7,071,751 common shares to satisfy the following interest payment obligations:

1. Interest payment obligations owing in the aggregate amount of $175,516 as of June 30, 2026, representing interest accrued under certain use of bitcoin agreements and a convertible debenture agreement. The company has elected to satisfy the use of coin and debenture interest debt through the issuance of 5,014,756 shares at a deemed price of 3.5 cents per share;
2. Interest payment obligations owing in the aggregate amount of $79,400 as of July 2, 2026, representing interest accrued under certain convertible debentures (CDs). The company has elected to satisfy the CD interest debt through the issuance of 2,056,995 shares at a deemed price of 3.86 cents per share. The material terms of the convertible debentures are described in the company's news releases dated Dec. 2, 2024, and Dec. 30, 2024.

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 Canadian securities laws.

A director of the company, through a wholly owned corporation, participated in the debt settlement. 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, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the debt settlement, insofar as it involves interested parties, is expected to exceed 25 per cent of the company's market capitalization.

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. It 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.