Bitcoin Well — AGM Information 2021

Jul 28, 2021

BITCOIN WELL INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF BITCOIN WELL INC.

TO BE HELD ON August 17, 2021

and

MANAGEMENT INFORMATION CIRCULAR

DATED JULY 16, 2021

This management information circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult your financial, legal, tax or other professional advisor.

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

BITCOIN WELL INC.

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

MANAGEMENT INFORMATION CIRCULAR

GENERAL

This management information circular (the “ Information Circular ”) is furnished to holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Bitcoin Well Inc. (the “ Corporation ”) in connection with the solicitation of proxies by the management of the Corporation for use at the Annual General Meeting (the “ Meeting ”) of Shareholders to be held at the offices of the Corporation at 10142 82 Avenue NW, Edmonton, Alberta, T6E 1Z4 at 10:00 a.m. (Edmonton time) on Tuesday, August 17, 2021, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting (the “ Notice of Meeting ”).

The information contained herein is given as of July 16, 2021 except where otherwise indicated. Enclosed herewith is a form of proxy for use at the Meeting. Each Shareholder who is entitled to attend at meetings of Shareholders is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

If you hold Common Shares through a broker, investment dealer, bank, trust company, nominee or other intermediary (collectively, an “ Intermediary ”), you should contact your Intermediary for instructions and assistance in voting the Common Shares that you beneficially own.

Persons Making the Solicitation

This solicitation is made on behalf of the management of the Corporation. The costs incurred in the preparation of both the form of proxy and this Information Circular will be borne by the Corporation. In addition to the use of mail, proxies may be solicited by personal interviews, personal delivery, telephone or any form of electronic communication or by directors, officers and employees of the Corporation who will not be directly compensated therefor.

This Information Circular and other proxy-related materials are not being sent to registered or beneficial owners using the Notice-and-Access procedures contained in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”). The Corporation has determined not to deliver the proxy solicitation materials directory to the non-objecting Beneficial Shareholders (“ NOBOs ”).

The Corporation does not intend to pay for intermediaries to deliver proxy-related materials or Form 54101F7 – Request for Voting Instructions Made by Intermediary to the objecting beneficial owners of Common Shares (“ OBOs ”) and as such, OBOs will not receive such materials unless their intermediary assumes the costs thereof (OBOS and NOBOs are herein collectively referred to as the “ Non-Registered Shareholders ”). See also “Proxy Related Information – Advice to Non-Registered Shareholders” in this Information Circular.

PROXY RELATED INFORMATION

Appointment and Revocation of Proxies

Those Shareholders desiring to be represented at the Meeting by proxy must deposit their proper form of proxy to the Corporation’s transfer agent, Odyssey Trust Company, 1230 – 300 5th Avenue SW, Calgary, Alberta, T2P 3C4, Attention: Proxy Department (the “ Transfer Agent ”), in the enclosed self-addressed envelope. In order to be valid, proxies must be received by the Transfer Agent at least forty-eight (48) hours,

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excluding Saturdays, Sundays and statutory holidays in Alberta, prior to the Meeting or any adjournments or postponements thereof. A proxy must be executed by the Shareholder or by his duly appointed attorney authorized in writing, or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized. A proxy is valid only at the Meeting in respect of which it is given or any adjournment or postponement of the Meeting.

Registered Shareholders may use the internet (http://login.odysseytrust.com/pxLogin) to vote their Common Shares. Shareholders will be prompted to enter the control number which is located on the form of proxy when voting by the internet. Votes by the internet must be received not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Alberta) prior to the time of the Meeting or any adjournment or postponement thereof. The internet may also be used to appoint a proxyholder to attend and vote at the Meeting on the Shareholder’s behalf and to convey a Shareholder’s voting instructions.

The Corporation may refuse to recognize any instrument of proxy deposited in writing or by the internet received later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Alberta) prior to the Meeting or any adjournment or postponement thereof.

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation and each is a management designee (collectively, the “Management Designees”). Each Shareholder submitting a proxy has the right to appoint a person, who need not be a Shareholder, to represent him/her or it at the Meeting other than the Management Designees. A Shareholder may exercise this right by inserting the name of the desired representative in the blank space provided in the form of proxy or by completing another form of proxy and, in either case, depositing the completed proxy to the Transfer Agent, at the place and within the time specified above for the deposit of proxies.

Revocability of Proxy

A Shareholder who has given a proxy has the power to revoke it at any time prior to the exercise thereof. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing signed by the Shareholder or by the Shareholder’s attorney authorized in writing, and either delivered to the Transfer Agent at the place specified above at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof, or deposited with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment or postponement thereof.

Exercise of Discretion with Respect to Proxies

All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting, by ballot or otherwise, in accordance with the indicated instructions. In the absence of any such direction, such shares will be voted IN FAVOUR of the matters set forth in the Notice of Meeting and in this Information Circular.

The enclosed form of proxy confers discretionary authority on the persons named therein with respect to any amendments or variations of those matters specified in the form of proxy and Notice of Meeting and with respect to any other matters which may be properly brought before the Meeting or any adjournment or postponement thereof. If any amendment or variation to matters identified in the Notice of Meeting or proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment of postponement thereof, it is the intention of the Management Designees, if named as proxyholder, to vote such proxies in accordance with their best judgment. Unless otherwise stated, the Common Shares represented by the enclosed proxy will be voted in favour of the election of nominees set forth in this Information Circular. As of the date of this Information Circular, management of the Corporation is not aware of any amendments, variations or other matters to come before the Meeting.

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Advice to Non-Registered Shareholders

The information in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold their Common Shares in their own name. Non-Registered Shareholders are advised that only proxies from Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in most cases those Common Shares will not be registered in the Shareholder’s name on the records of the Corporation. In Canada, such Common Shares will likely be registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms).

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from NonRegistered Shareholders in advance of shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Non-Registered Shareholder by its broker (or the agent of the broker) is substantially similar to the form of proxy provided directly to registered Shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Non-Registered Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Non-Registered Shareholders and asks Non-Registered Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A NonRegistered Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Non-Registered Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, a Non-Registered Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity. Non-Registered Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder, should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Rights

The authorized share capital of the Corporation consists of an unlimited number of Common Shares without nominal or par value and an unlimited number of non-voting shares (“ Non-Voting Shares ”) without nominal or par value and issuable in series. As at the date of this Information Circular, there are 162,879,500 Common Shares and no Non-Voting Shares issued and outstanding. Shareholders on the Record Date are entitled to receive notice of and attend and vote at the Meeting.

On a show of hands, every Shareholder present in person or represented by proxy (and entitled to vote) has one (1) vote. On a poll or ballot, every Shareholder present in person or by proxy has one (1) vote for each Common Share held.

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Record Date

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

Only Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. To the extent a Shareholder transfers the ownership of any of its Common Shares after the Record Date and the transferee of those Common Shares establishes that it owns such Common Shares and requests, at least ten days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting, such transferee shall be entitled to vote such Common Shares at the Meeting.

Principal Holders of Common Shares

To the best of the knowledge of the directors and executive officers of the Corporation, no person or company beneficially owns, or controls or directs, directly or indirectly, 10% or more of the voting rights attached to all the issued and outstanding Common Shares as at the date of this Information Circular other than the persons set forth below:

Name and		Percentage of
Municipality of	Number of	Common
Residence	Common Shares	Shares
Adam O’Brien	73,242,815(1)(2)	44.97%
Sherwood Park, AB
Richard Gauthier	25,567,413	15.7%
Sherwood Park, AB

Notes:

• (1) Includes an aggregate of 6,780,562 of the Common Shares that are held by Mr. O’Brien personally, 65,985,800 of the Common Shares that are held by The Adam O’Brien Friends and Family Trust, a trust controlled by Mr. O’Brien, 9,163 Common Shares that are held by Mr. O’Brien’s spouse and 467,290 that are held by a limited partnership controlled by Mr. O’Brien.

• (2) On a fully diluted basis, Adam O’Brien owns or controls 79,492,815 of the Common Shares.

Quorum

Under the by-laws of the Corporation, a quorum of Shareholders is present at the Meeting if two individuals present in person, each of whom is entitled to vote at a meeting, and who hold or represent by proxy in the aggregate not less than 5% of the total number of Common Shares entitled to be voted at the Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Corporation at any time since the beginning of the last financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon other than the election of directors or the appointment of auditors of the Corporation.

MATTERS TO BE CONSIDERED AT THE MEETING

To the knowledge of the board of directors of the Corporation (the “ Board ”), the only matters to be brought before the Meeting are those matters set forth in the Notice of Meeting.

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Background – The Qualifying Transaction

The Corporation was incorporated on December 20, 2017 by a certificate of incorporation issued pursuant to the provisions of the Business Corporations Act (Alberta) (the “ ABCA ”) under the full corporate name “Red River Capital Corp.” (" Red River "). The Corporation completed its initial public offering on July 26, 2018, and was listed on the TSX Venture Exchange (“ TSXV ”) as a capital pool company (“ CPC ”) until it completed its qualifying transaction on June 11, 2021 (the “ Transaction ”). On June 11, 2021, in connection with the Transaction, Red River acquired 100% of the issued and outstanding securities of 1739001 Alberta Ltd. (" 173Co ") by way of a “three-cornered” amalgamation. The Transaction resulted in a reverse takeover of Red River by the 173Co shareholders which constituted a qualifying transaction for Red River under Policy 2.4 of the TSXV Manual.

Additional information relating to the Transaction can be found in the filing statement of Red River dated May 17, 2021 available under the Corporation’s SEDAR profile at www.sedar.com.

A. ORDINARY BUSINESS

1. Financial Statements

At the Meeting, the audited financial statements of the Red River for the financial year ended March 31, 2021 together with the notes thereto and the auditors’ report thereon (the “ Financial Statements ”) will be presented. No vote by the Shareholders with respect to the Financial Statements is required or proposed to be taken.

2. Fixing the Number of Directors

The Board presently consists of five (5) directors, each of whose term expires at the Meeting. At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass the following ordinary resolution fixing the number of directors to be elected at the Meeting at seven (7):

“ BE IT HEREBY RESOLVED as an ordinary resolution of the shareholders of the Corporation that the number of directors to be elected at the Meeting be and is hereby fixed at seven (7).”

In order to be effective, the foregoing ordinary resolution must be approved by a simple majority of the votes cast at the Meeting by the Shareholders voting in person or by proxy. Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote proxies IN FAVOUR of the resolution fixing the number of directors to be elected at the Meeting at seven (7).

3. Election of Directors

At the Meeting, Shareholders will be asked to elect the seven (7) nominees set forth in the table below as directors of the Corporation, to hold office until the next annual meeting of Shareholders or until their successors are duly elected or appointed. Each of the nominees, if elected as a director of the Corporation, will hold office until the next annual meeting of Shareholders or until his or her successor is duly elected or appointed or his or her office is vacated earlier in accordance with the articles of the Corporation. Each director nominee will be elected on an individual basis and not as a member of a slate.

The following table sets forth a brief description of the nominees, including the name and province or state and country of residence of each of the nominees, the date each first became a director of the Corporation, their principal occupation during the past five years and the number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by each of the nominees as of the date of this Information Circular. The information contained herein is based upon information furnished by the respective nominees.

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Name and Province or State and Country of Residence Adam O'Brien(3) Sherwood Park, Alberta Julian Klymochko (2)(4) Calgary, Alberta David Bradley(2) Calgary, Alberta Carman McNary(3)(4) Edmonton, Alberta Eric Sauze(2)(4) Edmonton, Alberta Alice Reimer Calgary, Alberta Michèle D. McCarthy(3) Toronto, Ontario	Positions and Offices with the Corporation Chief Executive Officer Director Chief Revenue Officer Director Director Director Director	Principal Occupation for Past Five Years Chief Executive Officer and Promoter of the Corporation. Prior thereto, Chief Executive Officer of 173Co since March 2013 until the completion of the Transaction. Chief Executive Officer and Chief Investment Officer of Accelerate Financial Technologies Inc. since February 2018. Prior thereto, Chief Investment Officer of Ross Smith Asset Management for approximately nine years. Chief Revenue Officer of the Corporation. Chief Revenue Officer at 173Co since January 1, 2021 until the completion of the Transaction. Prior thereto, Director of Strategy at 173Co since January 1, 2020. Prior thereto, Co-Founder and President of Bull Bitcoin from 2018 to 2020, and Founder and Chief Executive Officer of Bitcoin Brains from 2013 to 2018. Lawyer at Dentons Canada LLP since 1999. Chief Financial Officer of JAG Flocomponents Ltd. a manufacturer of valves to the oil and gas industry since 2009. Chief Executive Officer at My Gas Tank Inc. since September 2018, a private company offering enterprise mobile wallet solutions and vertical payment platform serving the fuel and convenience store industry. Prior thereto Chief Executive Officer at Chaordix Inc. from November 2014 to June 2016. President of McCarthyLaw Professional Corporation since 2003.	Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly(1)
			73,242,815 1,000,000 233,334 233,333 233,333 - -

Notes:

(1) Information as to the number of Common Shares beneficially owner or over which they exercise control or direction, has been furnished by the respective nominees.

(2) Member of the audit committee of the Corporation.

(3) Member of the disclosure committee of the Corporation.

(4) Member of the compensation and governance committee of the Corporation.

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In order to be effective, the ordinary resolution in respect of the election of each nominee director must be passed by not less than a majority of the votes cast by Shareholders who vote in respect of this ordinary resolution. Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote proxies IN FAVOUR of the election of each nominee set forth in the table above as directors of the Corporation.

Cease Trade Orders or Bankruptcies

Other than as set forth below, no proposed director or officer of the Corporation has, within the last ten years prior to date of this Information Circular, (a) been a director, an officer or a promoter of any person or company that, while such person was acting in that capacity was the subject of a cease trade or similar order or an order that denied the issuer access to any exemptions under applicable securities law for a period of more than 30 consecutive days; or (b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Michèle McCarthy was appointed as Chief Compliance and Regulatory Officer at The Cash Store Financial Services Inc. (“ The Cash Store ”) in February 2014 in order to assist the company through a proceeding under the Companies’ Creditors Arrangement Act in March of 2014 (the “ CCAA Proceeding ”). On May 14, 2020 the Alberta Securities Commission issued a cease trade order against The Cash Store for failing to file its interim unaudited financial statements, interim management's discussion and analysis, and certification of interim filings for the period ended March 31, 2014 (the “ Continuous Disclosure Documents ”). On June 2, 2014 the British Columbia Securities Commission issued a cease trade order against The Cash Store for failing to file its Continuous Disclosure Documents. On June 18, 2014 the Ontario Securities Commission issued a cease trade order against The Cash Store for failing to file its Continuous Disclosure Documents. The failure to file the Continuous Disclosure Documents was attributable to the circumstances of the CCAA Proceeding.

Penalties and Sanctions

No proposed director or officer has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder voting on the proposed directors.

Personal Bankruptcies

In the 10 years prior to the date hereof, none of the proposed directors or officers of the Corporation or a personal holding company of any such persons, has became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Committees

The Corporation has established an audit committee (the “ Audit Committee ”), a compensation and governance committee (the “ Compensation and Governance Committee ”) and a corporate disclosure committee (the “ Disclosure Committee ”).

The Audit Committee is comprised of Eric Sauze (Chair), Julian Klymochko and David Bradley. Each Audit Committee member is “independent” within the meaning of NI 52-110. Each Audit Committee member is “financially literate”, within the meaning of NI 52-110 and possesses education or experience that is relevant for the performance of their responsibilities as an Audit Committee member.

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The mandate of the Audit Committee will be to assist the Board in fulfilling its oversight responsibilities relating to financial accounting, reporting and internal controls for the Corporation. The Audit Committee will be responsible for: conducting reviews and discussions with management and the external auditors relating to the audit and financial reporting; assessing the integrity of internal controls and financial reporting procedures; ensuring implementation of internal controls and procedures; reviewing the quarterly and annual financial statements and management’s discussion and analysis of the Corporation; selecting and monitoring the independence, performance and remuneration of the external auditors; oversight of all disclosure relating to financial information. The Audit Committee will also be responsible for reviewing and following the procedures established in the Corporation's codes, policies and guidelines as may be established from time to time.

The Compensation and Governance Committee is comprised of Carman McNary (Chair), Julian Klymochko and Eric Sauze. The Compensation and Governance Committee will be responsible for ensuring that the Corporation has in place an appropriate plan for executive compensation and for making recommendations to the Board with respect to the compensation of the officers of the Corporation. The Compensation and Governance Committee will ensure that total compensation paid to officers of the Corporation is fair, reasonable and consistent with the Corporation’s compensation mandate.

The Disclosure Committee is comprised of Michèle McCarthy (Chair), Carman McNary, Adam O’Brien, David Bradley and Mandy Johnston. The Disclosure Committee will be responsible for ensuring the Corporation remains in compliance with continuous disclosure obligations mandated by the TSXV and applicable securities laws.

Conflicts of Interest

Certain directors and officers of the Corporation are associated with other reporting issuers or other corporations that may give rise to conflicts of interest. Please see “ Other Reporting Issuers ” below. In accordance with the ABCA, directors or officers of the Corporation who have a material interest in a material transaction or a proposed material transaction with the Corporation are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the transaction. In addition, the directors are required to act honestly and in good faith with a view to the best interests of the Corporation.

Some of the directors and officers of the Corporation have or will have either other employment or other business or time restrictions placed on them and, accordingly, these directors and officers of the Corporation will only be able to devote part of their time to the affairs of the Corporation.

The Corporation has adopted a Related Party Transaction Policy whereby the Compensation and Governance Committee will review all potential related party transactions in accordance with the policy's general criteria for approving such transactions. The criteria the committee will use in determining whether to recommend a related party transaction to the Board includes the favourability of terms, the independence of the Board's independent directors, the materiality of the transaction and the reputational risk of the transaction among other things.

Other Reporting Issuers

The following table sets out information for the proposed directors and officers of the Corporation that are, or have been within the five years prior to the date hereof, directors, officers or Promoters of other reporting issuers.

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Name Eric Sauze Julian Klymochko Alice Reimer Michèle D. McCarthy	Name of Reporting Issuer Bri-Chem Corp. Red River Capital Corp. (predecessor to the Corporation) Cortex Business Solutions Osisko Development Corp. Sandy Lake Gold Inc. Equity Financial Holdings Inc. Big 8 Split Inc. 5 Banc Split Inc.	Name of Trading Market TSX TSXV TSXV TSXV TSXV TSX TSX TSX	Position Director Director and Chief Executive Officer Director Director Director (Chair) Director Director (Chair) Director (Chair)	From July 1, 2007 December 20, 2017 June 2018 2020 2010 2014 2014 2014	To
					Present Present February 2019 Present 2019 2018 2018 2016

4. Appointment of Auditors

At the Meeting, Shareholders will be asked to approve an ordinary resolution approving the appointment of Kingston Ross Pasnak LLP (“ KRP ”), Chartered Professional Accountants of Edmonton, Alberta, as the auditors of the Corporation, to hold office for the ensuing year until the close of the next annual meeting of Shareholders or until KRP is removed from office or resigns, at a remuneration to be fixed by the Board.

In order to be effective, the ordinary resolution appointing KRP as auditors of the Corporation and to fix their remuneration must be approved by a simple majority of the votes cast at the Meeting by the Shareholders voting in person or by proxy. Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote IN FAVOUR of the resolution appointing KRP as auditor for the Corporation for the next ensuing year at a remuneration to be set by the Board.

5. OTHER BUSINESS

Management is not aware of any other matters to come before the Meeting, other than those set out in the Notice of Meeting . If other matters come before the Meeting, it is the intention of the Management Designees to vote in respect of the same in accordance with their best judgment in such matters .

EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation, Excluding Securities

Securities legislation requires the disclosure of compensation received by each “Named Executive Officer” of the Corporation for the two most recently completed financial years. The following information is presented in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers,

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and provides details of all compensation for each of the directors and Named Executive Officers of the Corporation for the fiscal years ended March 31, 2020 and March 31, 2021. Following the Transaction, the Corporation adopted the financial year end of 173Co, being December 31. Following the completion of the Transaction, all sitting directors of Red River except Julian Klymochko resigned and were replaced by Eric Sauze, Alice Reimer, Michèle McCarthy and Carman McNary. At the same time, all officers of Red River resigned and were replaced by Adam O'Brien, as Chief Executive Officer, Mandy Johnston, as Chief Financial Officer, David Bradley, as Chief Revenue Officer and Heather Barnhouse, as Corporate Secretary. No amounts were paid to these individuals by the Corporation in the year ended March 31, 2021.

The Corporation was previously a CPC pursuant to Policy 2.4 of the TSXV, and prior to the completion of the Transaction, no compensation of any kind was permitted to be provided to the Corporation’s directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of options to purchase Common Shares in the Corporation pursuant to the Corporation’s option plan, a copy of which is available on Sedar at www.sedar.com (the “ Option Plan ”). None of Red River’s Named Executive Officers or directors received compensation from Red River during the two most recently completed financial years.

Stock Options and Other Compensation Securities

Securities legislation requires the disclosure of compensation securities received or exercised during the Corporation’s most recently completed financial year for the directors of the Corporation and the Named Executive Officers. No compensation securities were granted or issued to the Corporation’s Named Executive Officers or directors by the Corporation during the most recently completed financial year. There were 275,000 stock options exercised by directors on June 10, 2021.

Stock Option Plans and Other Incentive Plans

The Corporation has established an Option Plan for its directors, officers, employees and consultants. The number of authorized but unissued Common Shares that may be subject to options granted to optionees under the Option Plan shall not exceed 10% of the Common Shares issued and outstanding on the date of grant. Rolling 10% stock options plans such as the Option Plan require annual shareholder approval.

As of the date hereof: (i) the Corporation has 5,346,018 outstanding stock options issued under the Option Plan, all of which have vested; and (ii) the Corporation currently has no options available for further issuance under the Option Plan.

Oversight and Description of Director and Named Executive Officer Compensation

The Board as a whole is responsible for determining the overall strategy of the Corporation and administering the Corporation’s executive compensation program. The Corporation's Board sets guidelines for determining the short-term and long-term compensation of Chief Executive Officer and the Chief Financial Officer based on their respective duties and responsibilities, their performance, the compensation of executive officers at comparable companies, compensation in previous years, the experience and skills of the officer, and any other factor the committee determines to be relevant. The Board evaluates the performance of the Chief Executive Officer and the Chief Financial Officer in light of the approved performance goals and objectives.

Pension Plan Benefits

During the year ended March 31, 2021, the Corporation did not provide a defined benefit plan or actuarial plan for its employees, officers or directors.

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Equity Compensation Plan Information

The following table sets forth information in respect of securities authorized for issuance under the Corporation’s equity compensation plans as at March 31, 2021.

Plan Category Equity compensation plans approved by the security holders Equity compensation plans not approved by security holders Total	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights 550,000(1) N/A 550,000	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights $0.10 N/A N/A	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
			Nil N/A Nil

Notes:

(1) Following the transaction, there were 5,071,018 options issued in replacement of the 173Co outstanding options.

CORPORATE GOVERNANCE DISCLOSURE

General

The Board views effective corporate governance as an essential element for the effective and efficient operation of the Corporation. The Corporation believes that effective corporate governance improves corporate performance and benefits all of its Shareholders. The following statement of corporate governance practices sets out the Board’s review of the Corporation’s governance practices relative to National Instrument 58-101 - Disclosure of Corporate Governance Practices (“ NI 58-101 ”) and National Policy 58-201 - Corporate Governance Guidelines .

Board of Directors

The Board is currently comprised of five members, all of which are independent within the meaning of Section 1.4 of National Instrument 52-110 – Audit Committees . The proposed directors Adam O'Brien and David Bradley are not independent on account of their roles in the management of the Corporation.

Directorships

Four of the Corporation’s directors are currently directors or have served as directors or officers of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction. See the Other Reporting Issuers section for details.

Orientation and Continuing Education of Board Members

The Corporation currently does not have any formal orientation or continuing education programs in place for new directors, as there have been no changes in Board membership since incorporation. At such time as there is a change in the Board, this policy will be reviewed.

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Ethical Business Conduct

The Board is of the view that the fiduciary duties placed on individual directors pursuant to corporate legislation and the common law, and the conflict of interest provisions under corporate legislation which restricts an individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Nomination of Directors

The size of the Board is reviewed annually when the Board considers the number of directors to recommend for election at the annual meeting of Shareholders. The Board takes into account the number of directors required to carry out the Board duties effectively, and to maintain a diversity of view and experience.

Compensation

The Compensation and Governance Committee is responsible for determining the overall compensation strategy of the Corporation and administering the Corporations executive compensation program.

Other Board Committees

In addition to the Audit Committee and the Compensation and Governance Committee, the Board has a Disclosure Committee.

Assessments

The Board monitors the adequacy of information given to directors, the communications between the Board and management and the strategic direction and processes of the Board and its Audit Committee, to satisfy itself that the Board, its Audit Committee and its individual directors are performing effectively.

AUDIT COMMITTEE

The following information is provided in accordance with Form 52-110F2 under NI 52-110.

Audit Committee Charter

The text of the Corporation’s Audit Committee Charter is set forth in Schedule “A” attached hereto.

Composition of the Audit Committee

The Audit Committee of the Board consists of Eric Sauze (Chair), Julian Klymochko and David Bradley. Each Audit Committee member is “Independent” and “Financially Literate”, as such terms are defined in NI 52-110.

Eric Sauze

Mr. Sauze is the Chief Financial Officer of JAG Flocomponents Ltd., a manufacturer and distributor of valves to the North American oil & gas industry. Mr. Sauze has also held the roles of Chief Financial Officer and Chief Operating Officer with the industrial distribution companies Commercial Solutions Inc. (a TSX listed company) and CFE Industries Ltd. (a TSX Venture Exchange listed company). While working with the international accounting firm KPMG, he received his Chartered Professional Accountant designation (CPA) in 1992. In addition, he earned his Chartered Financial Analyst (CFA) designation in 2001. Mr. Sauze is currently a director and the Audit Committee Chair for Bri-Chem Corp., a distributor of drilling fluids listed on the TSX.

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Julian Klymochko

Mr. Klymochko is the Chief Executive Officer and Chief Investment Officer of Accelerate Financial Technologies Inc. (“ Accelerate ”). Accelerate is leading innovation in financial services as a leader in institutional-caliber hedge fund and private equity ETFs for investors seeking long-term performance. Prior to founding Accelerate in February 2018, Mr. Klymochko was the Chief Investment Officer of Ross Smith Asset Management where he managed a number of alternative investment strategies for nearly a decade. He founded and managed Canada’s first cryptocurrency investment fund. Mr. Klymochko also managed a 6-time award winning market neutral hedge fund and founded an award-winning event-driven arbitrage fund. Prior to Ross Smith Asset Management, he was an Analyst at BMO Capital Markets. He attended the University of Manitoba where he graduated with a Bachelors of Science (Engineering) and a Bachelors of Commerce (Finance). Mr. Klymochko is a Chartered Financial Analyst (CFA) charterholder.

David Bradley

Mr. Bradley is a prominent figure in the bitcoin industry and is widely considered one of the leading experts in Canada on bitcoin, cryptocurrency and blockchain technology. Prior to his current role as the Chief Revenue Officer of the Corporation, Mr. Bradley was the Director of Strategy of 173Co. Prior thereto, Mr. Bradley founded the world's first bricks-and-mortar bitcoin store and co-founded the successful company, Bull Bitcoin, which is Canada’s longest-serving bitcoin brokerage. He also serves as a Vice President for the Canadian Blockchain Consortium, Canada's largest non-profit network of blockchain companies and influencers.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on the exemption in section 2.4 of NI 52-110, an exemption contained in subsection 6.1.1 of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services under the heading “ External Auditor ” of the Audit Committee Charter of the Corporation which is attached hereto as Schedule “A”.

External Auditor Service Fees

The aggregate fees billed by the MNP LLP in each of the last two fiscal years are set out below.

Financial Year Ending March 31, 2021 March 31, 2020	Audit Fees $6,500 $6,500	Audit Related Fees Nil Nil	Tax Fees Nil $750	All Other Fees
				$16,300 $7,000

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Exemption

The Corporation is relying on the exemption set forth in Section 6.1 of NI 52-110.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, the Corporation is not aware of any indebtedness outstanding of any current or former director, executive officer or employee of the Corporation which is owing to the Corporation, or which is owing to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation, entered into in connection with a purchase of securities or otherwise.

The Corporation is not aware of any individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Corporation, a proposed nominee for election as a director of the Corporation, or no associate of such persons who: (i) is or at any time since the beginning of the most recently completed financial year has been, indebted to the Corporation; or (ii) is indebted to another entity, which indebtedness is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation, entered into in connection with a purchase of securities or otherwise.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed elsewhere herein, none of the directors, executive officers, principal shareholders of the Corporation, or Informed Persons (as defined in National Instrument 51-102), and no associate or affiliate of any of them, has or has had any material interest in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transactions which has materially affected or would materially affect the Corporation. Mr. Klymochko had an interest in 173Co. As a result, Mr. Klymochko informed the Red River Board of his conflict of interest in respect of the Letter of the acquisition and recused himself from voting on the letter of intent and acquisition agreement and all other matters relating to the Transaction that were approved by the Red River Board prior to the closing of the Transaction.

There are potential conflicts of interest to which the directors and officers of the Corporation will be subject in connection with the operations of the Corporation. Conflicts, if any, will be subject to the procedures and remedies available under the ABCA. The ABCA provides that in the event that a director has an interest in a contract or proposed contract or agreement, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement unless otherwise provided by the ABCA.

ADDITIONAL INFORMATION

Additional financial information is provided in the Corporation’s audited consolidated financial statements and management’s discussion and analysis for the financial year ended March 31, 2021. Any request for these documents can be made by contacting the Chief Executive Officer of the Corporation at 10142 82 Avenue NW, Edmonton, Alberta, T6E 1Z4. Information relating to the Corporation can also be obtained on SEDAR under the Corporation’s profile at www.sedar.com.

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SCHEDULE “A”

AUDIT COMMITTEE CHARTER OF BITCOIN WELL INC.

Purpose

The overall purpose of the Audit Committee (the "Committee") of Bitcoin Well Inc. (the "Organization") is to ensure that the Organization's management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the consolidated financial statements and related financial disclosure of the Organization, and to review the Organization's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. It is the intention of the Board of Directors, through the involvement of the Committee that the external audit will be conducted independently of the Organization’s management to ensure that the independent auditors serve the interests of shareholders rather than the interests of management of the Organization. The Committee will act as a liaison to provide better communication between the Board of Directors and the external auditors. The Committee will monitor the independence and performance of the Organization’s independent auditors.

Composition, Procedures and Organization

1. The Committee shall consist of a minimum of three (3) members of the Board of Directors (the "Board").

2. A majority of the members of the Committee shall be independent and the Board, who in the opinion of the Board, would be free from a relationship which would interfere with the exercise of the Committee members’ independent judgment. At least two (2) members of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices applicable to the Organization. For the purposes of this Charter, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Organization’s financial statements.

3. The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.

4. Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair and a secretary from among their number.

5. The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.

6. The Committee shall have access to such officers and employees of the Organization and to the Organization's external auditors, and to such information respecting the Organization, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

7. The internal auditors and the external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may contact directly any employee in the Organization as it deems necessary,

and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.

Roles and Responsibilities

1. The overall duties and responsibilities of the Committee shall be as follows:

2. (a) to assist the Board in the discharge of its responsibilities relating to the Organization's accounting principles, reporting practices and internal controls and its approval of the Organization's annual and quarterly consolidated financial statements and related financial disclosure;

3. (b) to establish and maintain a direct line of communication with the Organization's internal and external auditors and assess their performance;

4. (c) to ensure that the management of the Organization has designed, implemented and is maintaining an effective system of internal financial controls; and

5. (d) to report regularly to the Board on the fulfillment of its duties and responsibilities.

6. The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:

7. (a) to recommend to the Board a firm of external auditors to be engaged by the Organization, and to verify the independence of such external auditors;

8. (b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;

9. (c) review the audit plan of the external auditors prior to the commencement of the audit;

10. (d) to review with the external auditors, upon completion of their audit:

    • i. contents of their report;

    • ii. scope and quality of the audit work performed;

    • iii. adequacy of the Organization's financial and auditing personnel;

    • iv. co-operation received from the Organization's personnel during the audit; v. internal resources used;

    • vi. significant transactions outside of the normal business of the Organization;

11. vii. significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and

12. viii. the non-audit services provided by the external auditors;

13. (e) to discuss with the external auditors the quality and not just the acceptability of the Organization's accounting principles; and

14. (f) to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.

15. The duties and responsibilities of the Committee as they relate to the Organization's internal auditors are to:

16. (a) periodically review the internal audit function with respect to the organization, staffing and effectiveness of the internal audit department;

17. (b) review and approve the internal audit plan; and

18. (c) review significant internal audit findings and recommendations, and management's response thereto.

19. The duties and responsibilities of the Committee as they relate to the internal control procedures of the Organization are to:

20. (a) review the appropriateness and effectiveness of the Organization's policies and business practices which impact the financial integrity of the Organization, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;

21. (b) review compliance under the Organization's business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;

22. (c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Organization; and

23. (d) periodically review the Organization's financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.

24. The Committee is also charged with the responsibility to:

25. (a) review the Organization's quarterly statements of earnings, including the impact of unusual items and changes in accounting principles and estimates and report to the Board with respect thereto;

26. (b) review and approve the financial sections of:

    • i) the annual report to shareholders;

    • ii) the AIF, if required;

    • iii) annual and interim MD&A;

    • iv) prospectuses;

    • v) news releases discussing financial results of the Organization; and

    • vi) other public reports of a financial nature requiring approval by the Board, and report to the Board with respect thereto;

27. (c) review regulatory filings and decisions as they relate to the Organization's consolidated financial statements;

28. (d) review the appropriateness of the policies and procedures used in the preparation of the Organization's consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;

29. (e) review and report on the integrity of the Organization's consolidated financial statements;

30. (f) review the minutes of any audit committee meeting of subsidiary companies;

31. (g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Organization and the manner in which such matters have been disclosed in the consolidated financial statements;

32. (h) review the Organization's compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and

33. (i) develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board of Directors following each annual general meeting of shareholders.

34. The Committee shall have the authority:

35. (a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,

36. (b) to set and pay the compensation for any advisors employed by the Committee; and

37. (c) to communicate directly with the internal and external auditors.

Caveats

1. It is not the Committee’s duty to plan or conduct audits to determine that the Organization’s financial statements are complete and accurate and are in accordance with international financial reporting standards or generally accepted accounting principles, as the case may be, and assure compliance with governing laws and regulations. This is the responsibility of management and the independent auditors.