Bitcoin Well Announces Debt Settlement and Quarterly ATM Program Update

(TheNewswire)

This news release constitutes a“designated news release” for the purposes of the Company’sprospectus supplement dated March 28, 2025, to its short form baseshelf prospectus dated March 6, 2025.

Edmonton, Alberta – TheNewswire - October 1, 2025 – Bitcoin WellInc. (“ Bitcoin Well ” or the “ Company ”)( TSXV: BTCW; OTCQB:BCNWF ), the non-custodial bitcoin business on amission to enable independence, announces the settlement of debt and aquarterly update on shares issued under the at-the-market equityProgram (the “ ATMProgram ”).

Shares for Debt Settlement

The Company is indebted to certain creditors in thetotal amount of C$212,599, as of September 30, 2025 (the“ Use of Coin and DebentureInterest Debt ”), pursuant to certain use ofbitcoin agreements and a convertible debenture agreement(collectively, the “ Agreements ”). The Use of Coin and DebentureInterest Debt represents interest accrued under the Agreements.Bitcoin Well has elected to settle C$98,787 by issuing 681,290 commonshares in the capital of the Company (the “ Shares ”) at adeemed price of C$0.145 per Share, and to settle C$113,812 by issuing981,137 Shares at a deemed price of C$0.116 per Share.

The settlement of the Use of Coin and DebentureInterest Debt through the issuance of Shares (the “ Debt Settlement ”)remains subject to the approval of the TSX Venture Exchange (the“ TSXV ”) and will be subject to a statutory hold period of fourmonths and one day from the date of issuance, in accordance withapplicable securities laws.

A director of the Company participated in the DebtSettlement through a wholly owned subsidiary. Such participation willbe considered to be a "related party transaction" within themeaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders inSpecial Transactions (" MI 61-101 ").

The Company intends to rely on the exemptions from theformal valuation and minority shareholder approval requirements of MI61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 inrespect of the related party participation in the Debt Settlement asneither the fair market value (as determined under MI 61-101) of thesubject matter of, nor the fair market value of the consideration for,the transaction, insofar as it will involve interested parties, isexpected to exceed 25% of the Company's market capitalization (asdetermined under MI 61-101).

Quarterly ATM Program Update

Bitcoin Well also provides a quarterly update withrespect to the Company’s previously announced ATM Program, launchedon March 28, 2025. The ATM Program allows the Company to issue andsell, from time to time, up to C$5,000,000 of Shares from treasury tothe public, at the Company’s discretion, pursuant to an equitydistribution agreement between the Company and Haywood Securities Inc.(the “ Agent ”).

During the quarter ended September 30, 2025, theCompany issued a total of 262,000 Shares on the TSXV at an averageprice of C$0.19 per Share under the ATM Program, providing grossproceeds of C$49,411. Commissions and other related costs of C$1,966were paid to the Agent in connection with these distributions,resulting in net proceeds to the Company of C$47,445. The Companyintends to use these funds for general working capital and to buybitcoin as part of its Bitcoin Treasury Strategy.

On a year-to-date basis, the Company issued a total of1,962,000 Shares on the TSXV at an average price of C$0.15 per Shareunder the ATM Program, providing gross proceeds of C$289,249.Commissions and other related costs of C$11,036 were paid to the Agentin connection with these distributions, resulting in net proceeds tothe Company of C$278,213.

For further details on the ATM Program, see theCompany’s news release dated March 28, 2025.

About Bitcoin Well

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

Join our investor community and follow us on Nostr , , and tokeep up to date with our business.

Bitcoin Well contact information

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

For additional investor & media information, pleasecontact:

Adam O’Brien

Tel: 1 888 711 3866

ir@bitcoinwell.com

Neither TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of thisrelease .

Forward-lookinginformation

Certain statements contained in thisnews release may constitute forward-looking information, which isoften, but not always, identified by the use of words such as"anticipate", "plan", "estimate","expect", "may", "will","intend", "should", or the negative thereof andsimilar expressions. All statements herein other than statements ofhistorical fact constitute forward-looking information including, butnot limited to: (i) statements regarding the Debt Settlement,including the receipt of TSXV’s approval, and the Company’sintention to rely on exemptions under MI 61?101; and (ii) statementsregarding the Company’s ability to sell Shares from time to timeunder its ATM program and the Company’s intended use of proceedstherefrom.

Forward ?looking information is based on anumber of material assumptions, including, without limitation, thatmarket conditions permit sales under the ATM program at acceptablepr ices; and that the TSXVwill approve the Debt Settlement on substantially the termsdescribed.

Forward-looking information involvesknown and unknown risks, uncertainties and other factors that maycause actual results or events to differ materially from thoseanticipated in such forward-looking information including, but notlimited to, volatility in cryptocurrency markets (including bitcoinprices) and its effect on adoption and the Company’s treasurystrategy; potential dilution and market impacts from securitiesissuances under the ATM program; and the risk that the TSXV may notapprove the Debt Settlement. Additional information about risks isdescribed under “Risk Factors” in Bitcoin Well’s annualinformation form and management’s discussion and analysis for theyear ended December 31, 2024. Forward-looking information should notbe unduly relied upon.

Any forward-looking informationcontained in this news release represents Bitcoin Well’sexpectations as of the date hereof and is subject to change. BitcoinWell disclaims any intention or obligation to revise anyforward-looking information, except as required by applicablesecurities legislation.

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