Bitcoin Well Announces Shares For Debt Settlement, Closing Of Private Placement, Stock Option Grant And Early Warning Disclosure

(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 – January 1, 2026– TheNewswire - Bitcoin Well Inc.(“Bitcoin Well” or the “Company”) (TSXV: BTCW; OTCQB: BCNWF), the non-custodial bitcoin business on a mission to enableindependence, announces a shares-for-debtsettlement, the grant of stock options, and related early warningdisclosure.

Settlement of Interest Debt

The Company announces that it has elected to settle anaggregate of C$291,095 of accrued interest obligations by issuingcommon shares in the capital of the Company (the “Shares”).

The Company is indebted to certain creditors in thetotal amount of C$210,495, as of January 2, 2026 (the “Use of Coin and Debenture InterestDebt”), pursuant to certain use of bitcoinagreements and a convertible debenture agreement (collectively, the“Agreements”). The Use of Coin and Debenture Interest Debt representsinterest accrued under the Agreements. Bitcoin Well has elected tosettle C$96,683 by issuing 920,788 Shares at a deemed price of C$0.105per Share, and C$113,813 by issuing 1,354,916 Shares at a deemed priceof C$$0.084 per Share.

Further to the Company’s news release dated December30, 2024, the Company is indebted to certain convertible debentureholders in the total amount of C$80,600, as of January 1, 2026 (the“CD InterestDebt”), pursuant to a convertible debentureindenture (the “CDIndenture”), the material terms of which aremore fully described in the Company’s news releases dated December2, 2024 and December 30, 2024. Under the CD Indenture, the Company haselected to settle the CD Interest Debt by issuing 739,449 Shares at adeemed price of C$0.109 per Share.

Settlement of Sponsorship AgreementDebt

In addition, the Company is indebted to a certaincreditor in the amount of C$62,905.50 as of November 30, 2025 (the“Sponsorship Agreement Debt”), pursuant toa sponsorship agreement (the “Sponsorship Agreement”). The SponsorshipAgreement Debt represents payments for monthly services accrued underthe Sponsorship Agreement. Bitcoin Well has elected to settle theSponsorship Agreement Debt by issuing 698,950 Shares at a deemed priceof $0.09 per Share.

The settlement of the Use of Coin and DebentureInterest Debt, the CD Interest Debt and Sponsorship Agreement Debtthrough the issuance of Shares is referred to herein as the“DebtSettlement”. The Debt Settlement remainssubject to the approval of the TSX Venture Exchange (the“TSXV”).

All Shares issued pursuant to the Debt Settlement willbe subject to a statutory hold period of four months and one day fromthe date of issuance, in accordance with applicable securities laws.

Private Placement

Further to the Company’s press releases datedSeptember 29, 2025 and October 31, 2025, the Company has now closedits private placement offering (the “Offering”) of units(“Units”). The Company raised aggregate proceeds of approximatelyC$12,492,081.22 from the sale of 122,471,380 Units as follows: (i)C$6,618,460.00 in cash from the sale of 64,886,861 Units; and (ii)37.31 Bitcoin (having an approximate value of C$5,873,621.11 based ona price of C$157,427.53 per Bitcoin as of the closing date of theOffering) from the sale of 57,684,519 Units. All securities issuedpursuant to the Offering are subject to a statutory hold period offour months and one day following the date of issuance in accordancewith applicable securities laws. No finder’s fees were paid inconnection with the Offering. The Offering remains subject to certainconditions including, but not limited to, receipt of all necessaryregulatory approvals, including the approval of the TSXV.

Grant of Stock Options

The Company also announces it has granted stock options(“Options”) to purchase up to a total of 8,292,500 Shares of theCompany to certain directors, officers, and consultants of the Companyunder the Company’s omnibus equity incentive plan (“Option Grant”). The Options have been granted at an exercise price of$0.105 per Share. One third of the Options will vest on each of thefirst three anniversaries of the grant date. The Options have a termof five years and will expire on January 1, 2031. All Options and theShares issuable upon exercise of the Options are subject to a holdperiod of four months and one day from the date of issuance.

Participation by certain directors and officers of theCompany in the Debt Settlement and the Option Grant described hereinconstitutes "related party transactions" within the meaningof Multilateral Instrument 61-101 Protection of Minority Security Holders inSpecial Transactions ("MI 61-101"). TheCompany intends to rely on the exemptions from the formal valuationand minority shareholder approval requirements of MI 61-101 containedin sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of therelated party participation in the DebtSettlement as neither the fair market value (as determined under MI61-101) of the subject matter of, nor the fair market value of theconsideration for, the transaction, insofar as it will involveinterested parties, is expected to exceed 25% of the Company'smarket capitalization (as determined under MI 61-101).

Early Warning Disclosure

Adam O’Brien, the CEO and a director of the Company,acquired 1,800,000 Options pursuant to the Option Grant. Prior to theOption Grant, Mr. O’Brien owned or exercised control or directionover 83,687,904 Shares, 2,880,000 warrants, and 2,604,819 Options,representing approximately 23.88% of the issued and outstanding Shareson a non-diluted basis and approximately 25.06% on a partially dilutedbasis. Following the Option Grant, Mr. O’Brien owned or exercisedcontrol or direction over 83,687,904 Shares, 2,880,000 warrants, and4,404,819 Options, representing approximately 23.88% of the issued andoutstanding Shares on a non-diluted basis and approximately 25.43% ona partially diluted basis.

This portion of the news release is issued pursuant toNational Instrument 62-103 – The Early Warning System and Related Take-Over Bid and InsiderReporting Issues, which also requires an earlywarning report to be filed on SEDAR+, accessible athttps://www.sedarplus.ca, containing additional information withrespect to the foregoing matters. A copy of the related early warningreport may be obtained, following its filing, on the Company’sSEDAR+ profile or by contacting the Company at:

10175 - 101 Street NW, #1700,

Edmonton, Alberta, T5J 0H3, Canada
Attention: Adam O’Brien

Tel: (888) 711 -3866.

AboutBitcoin 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 onNostr, , 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

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, statements in respect of Debt Settlement, theOffering, and the approval by the TSXV. Forward-looking informationinvolves known and unknown risks, uncertainties and other factors thatmay cause actual results or events to differ materially from thoseanticipated in such forward-looking information including, but notlimited to, the risk factors described 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.

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.

Copyright (c) 2026 TheNewswire - All rights reserved.