Bitcoin Well Announces Closing of $1.4 Million Non-Brokered Private Placement - Seite 2

Pursuant to the Offering, Terry Rhode acquired control over 9,356,887 Units. Prior to the Offering, Mr. Rhode exercised control over 5,178,000 Common Shares, representing 2.9% of the issued and outstanding Common Shares on an undiluted basis (3.5% on a partially-diluted basis). Following the Offering, Mr. Rhode exercises control over 14,534,887 Common Shares, representing 7.3% of the issued and outstanding Common Shares on an undiluted basis (11.9% on a partially-diluted basis). Mr. Rhode currently does not have any plan to acquire or dispose of additional securities of the Company. However, Mr. Rhode may acquire additional securities of the Company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position, depending on market conditions, reformulation of plans or other relevant factors.

The foregoing disclosure is being disseminated pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting. Copies of the early warning reports with respect to the foregoing will appear on the Company’s SEDAR profile at www.sedarplus.ca and may also be obtained by contacting the Company at 1 888 711 3866 or [e-mail].

The Company further announces that it has entered into amending agreements (“Amending Agreements”) to amend the terms of certain agreements pursuant to which certain insiders and arm’s length parties loaned bitcoin and ETH to the Company in consideration for interest payments at market rates.

The Offering and certain of the Amending Agreements are considered related party transactions under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) because of the participation of certain directors and officers of Bitcoin Well. These transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the Units subscribed for by related parties, the prepaid interest payments to related parties, or the consideration paid therefor does not exceed 25% of the Company’s market capitalization.