Bitcoin Well — AGM Information 2021

Jul 28, 2021

BITCOIN WELL INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, AUGUST 17 , 2021

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Common Shares ”) of Bitcoin Well Inc. (the “ Corporation ”) will be held at the Corporation's head office at 10142 82 Avenue NW, Edmonton, Alberta, T6E 1Z4 at 10:00 a.m. (Edmonton time) on Tuesday, August 17, 2021, for the following purposes:

1. to receive the audited financial statements of Red River Capital Corp. (“ Red River ”) as at and for the financial year ended March 31, 2021, together with the notes thereto and the auditor's report thereon;

2. to fix the number of directors to be elected at the Meeting at seven (7);

3. to elect the board of directors of the Corporation (the “ Board ”) to hold office until the next annual meeting of Shareholders or until their successors are duly elected or appointed;

4. to approve the appointment of Kingston Ross Pasnak LLP as auditors of the Corporation for the ensuing year at such remuneration as may be determined by the Board;

5. to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Information Circular.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is July 16, 2021 (the “ Record Date ”).

If you are unable to attend the Meeting in person we request that you date, sign and return the enclosed form of proxy to the Corporation’s transfer agent, Odyssey Trust Company, 1230 – 300 5th Avenue SW, Calgary, Alberta, T2P 3C4, Attention: Proxy Department in the enclosed selfaddressed envelope not later than 10:00 a.m. (Edmonton time) on August 13, 2021 or not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment of the meeting.

If you are a non-registered holder of Common Shares and have received these materials from your broker or another intermediary, please complete and return the voting instruction form or other authorization form provided to you by your broker or intermediary in accordance with the instructions provided. Failure to do so may result in your Common Shares not being eligible to be voted at the Meeting.

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Annual General Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.

DATED this 16[th] day of July, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF BITCOIN WELL INC.

((signed))

Julian Klymochko Chair of the Board of Directors

i