AGENCY AGREEMENT

December 30, 2024

Bitcoin Well Inc.
203 – 10138 82nd Avenue
Edmonton, Alberta
T6E 1Z4

Attention: Adam O'Brien, Chief Executive Officer

Haywood Securities Inc., as lead agent and sole bookrunner (“Haywood”) and Ventum Financial Corp. (collectively, the “Agents”), understand that Bitcoin Well Inc. (the “Corporation”) proposes to create, issue and sell on a best efforts private placement basis, up to $2,000,000 aggregate principal amount of convertible debenture units of the Corporation (the “Debenture Units” and each, a “Debenture Unit”). The Debenture Units will be offered at a price of $1,000 per Debenture Unit (the “Issue Price”) for aggregate gross proceeds to the Corporation of up to $2,000,000 pursuant to the terms and subject to the conditions set out herein (the “Offering”).

The Corporation hereby grants the Agents an option (the “Over-Allotment Option”) to offer for sale up to an additional $300,000 aggregate principal amount of Debenture Units (the “Additional Debenture Units”). The Over-Allotment Option is exercisable in whole or in part, by Haywood, on behalf of the Agents providing notice to the Corporation at any time up to 48 hours prior to the Closing Date (as hereinafter defined). All references herein to “Debenture Units” and “Offering” shall be deemed to include the Additional Debenture Units and the Over-Allotment Option, respectively.

The Agents understand that the Corporation will also offer and sell Debenture Units directly to purchasers at the Issue Price by way of non-brokered private placement concurrent with the Offering for gross proceeds to the Corporation of up to $900,000 (the “Non-Brokered Private Placement”), who will settle directly with the Corporation. Notwithstanding anything else contained in this Agreement (as hereinafter defined), the Agents undertake no obligation to the Corporation or to the purchasers under the Non-Brokered Private Placement, including any obligation to conduct a suitability review in respect of sales under the Non-Brokered Private Placement. The Corporation acknowledges and agrees that the purchasers under the Non-Brokered Private Placement do not and will not have any recourse to or any rights against the Agents, and the Agents do not and will not have any liability whatsoever in respect of such sales.

Each Debenture Unit is comprised of: (i) one 8.0% unsecured convertible debenture in the principal amount of $1,000 (each, a “Debenture” and collectively, the “Debentures”) convertible into approximately 4,347 common shares in the capital of the Corporation (the “Debenture Shares”) representing a conversion price per Debenture Share of $0.23 (the “Conversion Price”); and (ii) 4,347 common share purchase warrants of the Corporation (a “Warrant”), each entitling the holder thereof to acquire one common share (a “Warrant Share”), at an exercise price per Warrant Share equal to $0.30, at any time up to the date that is 60 months following the Closing Date (as hereinafter defined).

Each Debenture shall mature on the date that is 60 months from the Closing Date (the “Maturity Date”) and bear interest at a rate of 8.0% per annum, payable semi-annually on the first Business Day (as hereinafter defined) in July and the first Business Day in January of each year, with the first interest payment to be made on July 2, 2025 (the “Interest Payment Dates”). The Corporation shall pay, on each Interest Payment Date, all interest in the form of common shares of the Corporation (the “PIK Interest Payment”) or in cash, at the sole discretion of the Corporation, on the outstanding principal amount of Debentures. In the event the Corporation elects to make a PIK Interest Payment, it shall deliver such number of Common

Shares (as hereinafter defined), within 10 Business Days (as hereinafter defined) of the Interest Payment Date, as is determined by dividing the accrued and unpaid interest due and payable on the Interest Payment Date by the 10 day volume weighted average trading price (“VWAP”) of the Common Shares immediately preceding the Interest Payment Date.

At the Maturity Date, provided that no event of default has occurred and is continuing and in accordance with the terms and subject to the conditions of the Debenture Indenture (as hereinafter defined), the Corporation may, at its sole discretion and on not more than 60 and not less than 40 day’s prior written notice, elect to satisfy its obligation to pay the principal amount of the Debentures by issuing and delivering that number of Common Shares obtained by dividing the principal amount of the outstanding Debentures which have matured by 95% of the closing price of the Common Shares on the TSX Venture Exchange (the “TSXV”) on the date immediately preceding the Maturity Date. Any accrued and unpaid interest thereon will be paid in cash or Common Shares, at the sole discretion of the Corporation by dividing such accrued and unpaid interest due and payable on the Maturity Date by the 10-day VWAP of the Common Shares immediately preceding the Maturity Date.

If at any time after the Closing Date and subsequent to any customary hold period set out in NI 45-102 (as hereinafter defined), the VWAP of the Common Shares on the TSXV is greater than $0.32 for a period of 10 consecutive trading days, the Corporation may, within 10 Business Days of the occurrence of such event, force the conversion of the Debentures by giving notice (the “Debenture Conversion Notice”) to the holders of the Debentures, and issuing a concurrent press release, and, in such case, the conversion date of the Debentures shall be the date specified by the Corporation in the Debenture Conversion Notice, provided such date shall not be less than 30 trading days following delivery of the Debenture Conversion Notice.

If at any time after the Closing Date and prior to the expiry date of the Warrants, the VWAP is greater than $0.42 for a period of 10 consecutive trading days, the Corporation may, within 10 Business Days of the occurrence of such event, accelerate the expiry date of the Warrants by giving notice (the “Warrant Acceleration Notice”) to the holders of the Warrants, and issuing a concurrent press release, and, in such case, the expiry date of the Warrants shall be the date specified by the Corporation in the Warrant Acceleration Notice, provided such date shall not be less than 30 trading days following delivery of the Warrant Acceleration Notice.

If the Corporation at any time while the Debentures remain outstanding completes a Change of Control, (as hereinafter defined), the Corporation shall offer to purchase from the holders of the Debentures their Debentures, in whole or in part on the date that is thirty (30) days following the giving of notice of the Change of Control, at a price equal to 100% of the principal amount of the Debentures plus accrued and unpaid interest thereon (the “Change of Control Purchase Offer”). If 90% or more in aggregate principal amount of the Debentures outstanding are tendered to the Corporation for purchase pursuant to the Change of Control Purchase Offer, the Corporation has the right upon 10 days’ written notice to redeem all the remaining outstanding Debentures.

The Corporation will satisfy fractional interests resulting from the conversion of any Debentures by issuing a cash payment to the holder of any such Debentures so converted equal to the market price of any fractional interest arising from the conversion of such Debentures. Upon conversion, holders will be eligible to receive accrued and unpaid interest up to but excluding the date of conversion, with such interest to be settled in cash or Common Shares at the sole discretion of the Corporation by dividing the accrued and unpaid interest due and payable on the date of such conversion by the 10-day VWAP of the Common Shares immediately preceding the date of such conversion.

The Debentures and the Warrants will be governed by the terms and conditions set out in a convertible debenture indenture (the “Debenture Indenture”) and warrant indenture (the “Warrant Indenture”),

respectively, to be entered into between the Corporation and Odyssey Trust Company, as debenture trustee (the "Debenture Trustee") and warrant agent (the "Warrant Agent"), respectively, on the Closing Date.

Upon and subject to the terms and conditions set forth herein, the Agents hereby agree to act, and upon acceptance hereof, the Corporation hereby appoints the Agents as the Corporation's exclusive Agents to offer for sale, by way of private placement, on a "best-efforts" agency basis, without underwriter liability, the Debenture Units to be issued and sold pursuant to the Offering and the Agents agree to arrange for purchasers of the Debenture Units in the Designated Jurisdictions (as hereinafter defined) pursuant to the terms and conditions hereof, the Debenture Indenture and the Warrant Indenture (collectively, the "Indenture Documents") and applicable law.

It is further understood and agreed that the Corporation shall be entitled to introduce certain Purchasers to participate in the Offering (the "President's List"). The Agents may, in their sole discretion, refuse to process any subscription for a Purchaser on the President's List.

The payment of the principal and of interest thereon of the Debentures will be subordinated in right of payment, as shall be set forth in the Indenture Documents, to the prior payment in full of all secured indebtedness of the Corporation. The Debentures will rank pari passu with all existing subordinated debentures and all additional subordinated debentures issued by the Corporation from time to time. The Debentures will also be effectively subordinated to claims of creditors of the Corporation's subsidiaries except to the extent the Corporation is a creditor of such subsidiaries ranking at least pari passu with such other creditors.

The description of the Debentures and Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the (i) Debentures set forth in the Debenture Indenture and (ii) Warrants set forth in the Warrant Indenture. In the case of any inconsistency between the description of the Debentures or Warrants in this Agreement and their terms and conditions as set forth in the Debenture Indenture or Warrant Indenture, as applicable, the provisions of the Debenture Indenture or Warrant Indenture will govern.

The Debenture Units will be offered and sold pursuant to private placement exemptions from any prospectus requirements to accredited investors resident in the Qualifying Jurisdictions (as hereinafter defined); provided that, it is understood that no offering memorandum (as defined under applicable securities laws) shall be delivered to any prospective purchaser of Debenture Units in any of the Qualifying Jurisdictions.

The parties acknowledge that the (i) Debentures comprising part of the Debenture Units, (ii) the Warrants comprising part of the Debenture Units and the CF Fee Units (as hereinafter defined) and issuable upon the exercise of the Compensation Options (as hereinafter defined), (iii) the Common Shares issuable upon conversion of the Debentures and issuable upon exercise of the Compensation Options (the "Underlying Shares"); (iv) the Warrant Shares issuable upon exercise of the Warrants; (v) the Compensation Options; and (vi) the Common Shares comprising part of the CF Fee Units; and (vii) the CF Fee Units (collectively, the "Securities"), as applicable, have not been registered under the U.S. Securities Act (as hereinafter defined) or the securities laws of any state of the United States and may not be offered or sold, except pursuant to exclusions or exemptions from the registration requirements of the U.S. Securities Act and the applicable laws of any state of the United States in the manner specified in this Agreement and pursuant to the representations, warranties, acknowledgments, agreements and covenants of the Corporation and the Agents and the U.S. Affiliates (as hereinafter defined) contained herein and in Schedule "A" hereto. All actions to be undertaken by the Agents in the United States or to, or for the account or benefit of, U.S. Persons in connection with the matters contemplated herein shall be undertaken through a U.S. Affiliate (as hereinafter defined).

The Agents shall be entitled (but not obligated) in connection with the Offering to retain as sub-agent other registered securities dealers and may receive subscriptions for Debenture Units from subscribers from other registered dealers, at no additional cost to the Corporation. The fee payable to any such Selling Firm (as hereinafter defined) shall be for the account of the Agents and payable thereby (it being understood that nothing contained in this Agreement is intended or shall be construed to give any third party, including any subagent, third party beneficiary rights).

This Agreement is conditional upon and subject to the additional terms and conditions set forth below. The following are the terms and conditions of the agreement between the Corporation and the Agents:

Section 1. Definitions and Interpretation

(a) In this Agreement:

"ABCA" means the Business Corporations Act (Alberta);

"Accredited Investor" means an "accredited investor" within the meaning of Rule 501 of Regulation D under the U.S. Securities Act;

"Action" has the meaning ascribed to such term in Section 12 hereof;

"Additional Debenture Units" has the meaning given to that term on the first page of this Agreement;

"affiliate", "associate", "distribution", "material change", "material fact", "misrepresentation", and "subsidiary", have the respective meanings given to them in the Securities Act (Alberta) in effect on the date thereof;

"Agents' Counsel" means Bennett Jones LLP;

"Agents" means both Haywood and Ventum Financial Corp.;

"Agreement" means this Agency Agreement and not any particular article or section or other portion except as may be specified and words such as "hereof", "hereto", "herein" and "hereby" refer to this Agreement as the context requires;

"Alternative Transaction" has the meaning ascribed thereto in Section 11;

"BTCWC Lease" means the lease agreement dated February 1, 2023 between BTCWC and 1934472 Alberta Ltd., as amended from time to time;

"BTCWC" means Bitcoin Well Canada Ltd.;

"Business Day" means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Edmonton, Alberta; Calgary, Alberta; or Toronto, Ontario are not open for business;

"Business" means the business of the Corporation and its Subsidiaries as presently conducted, including but not limited to the facilitation of the online purchase and sale of bitcoin and/or other cryptocurrencies in Canada through operating automated teller machines (ATMs) for bitcoin and a non-custodial online bitcoin portal;

"Canadian Securities Laws" means, collectively, all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published policy statements, blanket orders, instruments and notices of the Securities Commissions and all discretionary orders or rulings, if any, of the Securities Commissions made in connection with the transactions contemplated by this Agreement;

"Cash Commission" has the meaning ascribed thereto in Section 3 of this Agreement;

"Certification" means any regulatory approval, certification, licence, permit, approval, consent, certificates, registration, filing or other authorization of or issued by any Governmental Authority under applicable laws and in connection with the Business;

"CF Fee Unit" has the meaning ascribed thereto in Section 3 of this Agreement;

"CF Fee Warrant" has the meaning ascribed thereto in Section 3 of this Agreement;

"Change of Control" means (i) any event as a result of or following which any person, or group of persons "acting jointly or in concert" within the meaning of applicable Canadian Securities Laws, beneficially owns or exercises control or direction over an aggregate of more than 50% of the then outstanding voting shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation. A Change of Control will not include a sale, merger, reorganization or other similar transaction if the previous holders of the Common Shares and hold at least 50% of the voting shares of such merged, reorganized or other continuing entity;

"Change of Control Purchase Offer" has the meaning given to that term on the second page of this Agreement;

"Chief Executive Officer" means Adam O'Brien;

"Closing Date" means the closing date of the Offering, which may occur in one or more tranches on one or more closing dates, each a "Closing Date". It is expected that the Closing Date of the Offering will occur on or about December 30, 2024, or such other date as the Corporation and the Agents may agree;

"Closing Time" means 8:00 a.m. Toronto time on the Closing Date or such other time on the Closing Date as the Corporation and the Agents may determine;

"Closing" means, with respect to the Debenture Units, the completion of the issue and sale by the Corporation of the Debenture Units pursuant to this Agreement;

"Common Shares" means the common shares in the capital of the Corporation;

"Compensation Option Certificates" means the certificates representing the Compensation Options and containing the terms thereof;

"Compensation Options" has the meaning ascribed thereto in Section 3 of this Agreement;

"Compensation Securities" has the meaning ascribed thereto in Section 3 of this Agreement;

"Compensation Unit" has the meaning ascribed thereto in Section 3 of this Agreement;

"Conversion Price" and "Conversion Prices" have the meanings given to such terms on the first page of this Agreement;

"Corporate Finance Fee" has the meaning ascribed thereto in Section 3 of this Agreement;

"Corporation Owned IP" means the Intellectual Property that is owned by, or purported to be owned by, the Corporation;

"Corporation's Auditors" means KRP LLP, or such other firm of chartered accountants as the Corporation may have appointed or may from time to time appoint as auditors of the Corporation;

"Corporation" has the meaning given to that term on the first page of this Agreement;

"Debenture Conversion Notice" has the meaning given to that term on the first page of this Agreement;

"Debenture Indenture" has the meaning given to that term on the second page of this Agreement;

"Debenture Share" has the meanings given to such terms on the first page of this Agreement;

"Debenture Trustee" has the meaning given to that term on the second page of this Agreement;

"Debenture Unit" and "Debenture Units" have the meanings given to such terms on the first page of this Agreement;

"Debenture" and "Debentures" have the meanings given to such terms on the first page of this Agreement;

"Debt Instrument" means any note, loan, bond, debenture, indenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money, cryptocurrency or other liability, to which the Corporation or its Subsidiaries are a party or by which any of their property or assets are bound, including the Secured Convertible Debentures, the Loans Payable and the Lines of Credit;

"Designated Jurisdictions" means, collectively, each of the provinces of Canada and such other jurisdictions as the Corporation and the Agents may agree in writing;

"Engagement Letter" means the letter agreement, dated December 1, 2024 between the Corporation and the Agents relating to the Offering;

"Financial Statements" means the audited consolidated financial statements of the Corporation for the years ended December 31, 2023 and 2022, together with the notes

thereto and the report of the Corporation’s Auditors thereon, the unaudited consolidated condensed interim financial statements for the three and nine month period ended September 30, 2024 and 2023, the unaudited consolidated condensed interim financial statements for the three and six months ended June 30, 2024 and 2023, and the unaudited consolidated condensed interim financial statements for the three months ended March 31, 2024 and 2023;

“General Solicitation or General Advertising” means “general solicitation” or “general advertising”, as used in Rule 502(c) of Regulation D under the U.S. Securities Act, including any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the Internet or broadcast over radio, television, or the Internet or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

“Governmental Authority” means any governmental authority and includes, without limitation, any national or federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

“Haywood” has the meaning given to that term on the first page of this Agreement;

“Hazardous Materials” means chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products;

“including” means including without limitation;

“Indemnified Persons” has the meaning ascribed to such term in Section 12 hereof;

“Indenture Documents” has the meaning given to that term on the second page of this Agreement;

“Intellectual Property” means all trade or brand names, business names, trademarks, service marks, copyrights, patents, patent rights, licenses, industrial designs, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), computer software, inventions, designs and other industrial or intellectual property of any nature whatsoever, in Canada or the United States;

“Interest Payment Dates” has the meaning given to that term on the first page of this Agreement;

“Issue Price” has the meaning given to that term on the first page of this Agreement;

“knowledge of the Corporation” or “Knowledge” (or similar phrases) means, with respect to the Corporation, the actual knowledge of Adam O’Brien and Jason Vandenberg after due and diligent inquiry;

“Laws” means the Securities Laws and all other statutes, regulations, statutory rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or license, or any judgment, order, decision, ruling, award,

policy or guideline, of any Governmental Authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more persons, means that such Laws apply to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority, having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

“Leased Premises” means the premises which are material to the Corporation or any Subsidiary, and which the Corporation or any Subsidiary occupies as a tenant;

“Licensed IP” means the Intellectual Property owned by, or purported to be owned by, a third party that is material to the business of the Corporation and licensed to the Corporation;

“Liens” means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or right to use or occupy such property or assets;

“Lines of Credit” means, collectively, the USD loan agreements, as amended from time to time, entered into between Bitcoin Well Canada Ltd., as borrower, and Ledn Hodl I LP and/or LEDN Cayman SEZC Inc., as lender, in the amount of:

(i) USD$ 985,000.00 effective November 29, 2024;
(ii) USD$ 1,093,073.97 effective October 31, 2024;
(iii) USD$ 1,311,688.77 effective October 31, 2024;
(iv) USD$ 546,536.99 effective October 31, 2024;
(v) USD$ 109,307.40 effective October 31, 2024;
(vi) USD$ 180,000.00 effective October 31, 2024;
(vii) USD$ 218,614.79 effective October 31, 2024;
(viii) USD$ 312,491.51 effective October 31, 2024;
(ix) USD$ 484,666.86 effective October 31, 2024;
(x) USD$ 1,008,049.32 effective October 7, 2024;
(xi) USD$ 141,343.88 effective October 7, 2024; and
(xii) USD$ 626,900.00 effective December 24, 2024;

“Loans Payable” means the loan agreements entered into between the Corporation and certain insiders and arm’s length parties of the Corporation, as amended and restated from

time to time, whereby the Corporation was loaned cryptocurrency with an aggregate fair value, as at September 30, 2024, of $14,429,987;

"Lock-Up Period" has the meaning ascribed to such term in Section 6(h);

"Locked-Up Persons" has the meaning ascribed to such term in Section 6(h);

"Marketing Materials" has the meaning given to that term in NI 41-101;

"Material Adverse Effect" means any change, effect, event or occurrence, that is, or would be reasonably expected to be, materially adverse with respect to the condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise), obligations (whether absolute, accrued, conditional or otherwise), business, affairs, capital, ownership, control, management, operations, results of operations or prospects of the Corporation and its Subsidiaries (on a consolidated basis);

"Material Agreement" any Debt Instrument, contract, commitment, agreement, instrument, lease, or other document (written or oral), including a license agreement, to which the Corporation or a Subsidiary is a party and which is material to the Corporation and its Subsidiaries on a consolidated basis;

"Maturity Date" has the meaning given to that term on the first page of this Agreement;

"NI 45-102" means National Instrument 45-102 – Resale of Securities;

"NI 45-106" means National Instrument 45-106 - Prospectus Exemptions;

"NI 51-102" means National Instrument 51-102 - Continuous Disclosure Obligations;

"NI 51-107" means National Instrument 51-102 – Accounting Principles and Auditing Standards;

"Non-Brokered Private Placement" has the meaning given to that term on the first page of this Agreement;

"notice" has the meaning ascribed to such term in Section 17 hereof;

"Offering" has the meaning given to that term on the first page of this Agreement;

"Over-Allotment Option" has the meaning ascribed thereto on the first page of this Agreement;

"Person" includes any natural person (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

"Personnel" has the meaning ascribed to such term in Section 12 hereof;

"PIK Interest Payment" has the meaning given to that term on the first page of this Agreement;

"Presentation" means the investor presentation of the Corporation dated December 2, 2024;

"President's List" has the meaning given to that term on the third page of this Agreement;

"Public Record" means all information contained in any press release, material change report (excluding any confidential material change report), financial statements, management's discussion and analysis, annual information form, management information circular, business acquisition report, prospectus, filing statement or other document which has been publicly filed by or on behalf of the Corporation pursuant to Canadian Securities Laws with the securities regulators in each of the Reporting Jurisdictions or otherwise by or on behalf of the Corporation since its date of incorporation;

"Purchasers" means the Persons who (as purchasers or beneficial purchasers) acquire Debenture Units by duly completing, executing and delivering Subscription Agreements;

"Qualifying Jurisdictions" means each of the Designated Jurisdictions in Canada in which the Purchasers are resident;

"Rapid Cash Litigation" means the civil litigation between Bitcoin Well Canada Ltd., as plaintiff, and Rapid Cash ATM Ltd., as defendant;

"Registered Plan" has the meaning ascribed to such term in Section 7(bbb);

"Regulation D" means Regulation D adopted by the SEC under the U.S. Securities Act;

"Regulation S" means Regulation S promulgated under the U.S. Securities Act;

"Reporting Jurisdictions" means the Provinces of Alberta, British Columbia, Manitoba, Saskatchewan and Yukon;

"SEC" means the United States Securities and Exchange Commission;

"Secured Convertible Debentures" means the following outstanding secured convertible debentures of the Corporation issued to:

(i) Beyond the Rhode Corp. on February 23, 2022, as amended on May 1, 2023,
(ii) Jan McMillan on February 16, 2023,
(iii) Ryan Gabert on February 16, 2023, and
(iv) James McLeod on March 28, 2023;

"Securities Commissions" means collectively, the applicable securities commission or securities regulatory authority in each of the Qualifying Jurisdictions (including the TSXV);

"Securities Laws" means, unless the context otherwise requires, the Canadian Securities Laws, the U.S. Securities Laws and all applicable securities laws in each of the Designated Jurisdictions, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, multilateral and national

instruments, orders, blanket rulings, notices and other regulatory instruments of the securities regulatory authorities in such jurisdictions;

"Securities Regulators" means, collectively, the securities regulators or other securities regulatory authorities in each of the Provinces and Territories of Canada;

"Securities" has the meaning given to that term on the second page of this Agreement;

"Selling Firm" has the meaning given to that term in Section 4(a);

"Software" means all computer software, programs, and applications and subsequent versions thereof, including source code, object, executable or binary code, objects, comments, screens, user interfaces, report formats, templates, menus, buttons and icons and all files, data, materials, manuals, design notes and other items and documentation related thereto and associated therewith, and all proprietary rights in any of the foregoing;

"Subscription Agreements" means, collectively, the subscription agreements for the Debenture Units, in the forms agreed upon by Haywood (on behalf of the Agents) and the Corporation pursuant to which Purchasers agree to subscribe for and purchase the Debenture Units pursuant to the Offering as herein contemplated and shall include, for certainty, all schedules thereto; and "Subscription Agreement" means any one of them, as the context requires;

"Subsidiary" or "Subsidiaries" means Bitcoin Well Canada Ltd., Ghostlab Inc., Independent Well USA Corp. and 2624894 Alberta Ltd.;

"Tax Act" means the Income Tax Act (Canada);

"Taxes" means all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto;

"Transaction Documents" means, collectively, this Agreement, the Subscription Agreements, the Debenture Indenture, and the certificates, if any, representing the Debentures, the Warrant Indenture and the certificates, if any, representing the Warrants;

"TSXV" means the TSX Venture Exchange;

"U.S. Affiliates" means the Agents' duly registered broker-dealer affiliates in the United States;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

"U.S. Person" means a "U.S. person", as such term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act;

"U.S. Purchaser" means a subscriber that (i) is resident in the United States, (ii) is a U.S. Person or is subscribing for the account or benefit of a U.S. Person, (iii) was made an offer

to purchase the Debenture Units while in the United States or (iv) is, or its authorized signatory is, in the United States when the buy order for the Debenture Units originated or when the subscriber’s Subscription Agreement is executed;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“U.S. Securities Laws” means the United States federal securities laws, including, without limitation, the U.S. Securities Act and the U.S. Exchange Act, and the rules and regulations promulgated thereunder and as may be amended from time to time, and applicable state securities laws;

“Underlying Shares” has the meaning given to that term on the third page of this Agreement;

“United States” and “U.S.” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“VWAP” has the meaning given to that term on the second page of this Agreement;

“Warrant” and “Warrants” have the meanings given to such terms on the first page of this Agreement;

“Warrant Acceleration Notice” has the meaning given to that term on the second page of this Agreement;

“Warrant Agent” has the meaning given to that term on the second page of this Agreement;

“Warrant Common Share” has the meaning given to that term on the second page of this Agreement;

“Warrant Indenture” has the meaning given to that term on the second page of this Agreement; and

“Warrant Share” and “Warrant Shares” have the meanings given to such terms on the first page of this Agreement.

(b) The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or the interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Agreement.

(c) Unless otherwise expressly provided in this Agreement, (i) words importing only the singular number include the plural and vice versa and words importing gender include all genders; and (ii) all references to dollars or “$” are to Canadian dollars, unless otherwise noted.

Section 2. Offering

(a) The Offering. The Corporation hereby appoints the Agents to act as the exclusive Agents to offer and sell the Debenture Units on a private placement basis and the Agents hereby accept such appointment. Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agents or any of their affiliates to act as underwriters, initial purchasers, arrangers, and/or placement Agent in connection with any offering of securities of the Corporation, including the Debenture Units, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein.

(b) Sale on Exempt Basis. The Agents shall use their best efforts to arrange for the purchase of the Debenture Units:

(i) in the Qualifying Jurisdictions on a private placement basis in compliance with applicable Canadian Securities Laws;

(ii) in the United States and to, or for the account or benefit of, U.S. Persons that are Accredited Investors in compliance with Schedule "A" hereto and U.S. Securities Laws; and

(iii) in such other Designated Jurisdictions other than Canada and the United States as may be agreed upon between the Corporation and the Agents in writing, on a private placement basis in compliance with all applicable Securities Laws of such other Designated Jurisdictions and in accordance with the requirements of Rule 903 of Regulation S under the U.S. Securities Act, provided that (A) no prospectus, registration statement or similar document is required to be filed in such Designated Jurisdiction, (B) no registration or similar requirement would apply with respect to the Corporation in connection with the Offering in such other Designated Jurisdiction, and (C) the Corporation does not become subject to ongoing continuous disclosure or any other obligations in such other Designated Jurisdictions as a result of the Offering or otherwise.

(c) Filings. The Corporation undertakes to file or cause to be filed all forms or undertakings required to be filed by the Corporation in connection with the issue and sale of the Debenture Units such that the distribution of the Debenture Units may lawfully occur without the necessity of filing a prospectus, a registration statement or an offering memorandum in Canada, the United States or elsewhere, and the Agents undertake to use its best efforts to cause Purchasers to complete any forms required by all applicable Securities Laws. All fees payable in connection with such filings shall be at the expense of the Corporation.

(d) No Offering Memorandum. Neither the Corporation nor the Agents shall: (i) provide to prospective Purchasers any document or other material or information that would constitute an offering memorandum within the meaning of applicable Securities Laws (other than the Presentation); or (ii) engage in any form of general solicitation or general advertising in connection with the Offering, including but not limited to, causing the Offering to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting

relating to the offer and sale of the Debenture Units whose attendees have been invited by general solicitation or advertising.

(e) Press Releases. In order to comply with applicable U.S. Securities Laws, any press release announcing or otherwise concerning the Offering shall be in compliance with Rule 135c under the U.S. Securities Act and include an appropriate notation as follows: “The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in the United States in which such offer, solicitation or sale would be unlawful.”

Section 3. Commission

In consideration of the services to be rendered by the Agents in connection with the Offering, the Corporation shall:

(a) pay to the Agents a cash commission (the “Cash Commission”) in an amount equal to 7.0% of the aggregate gross proceeds of the Offering (excluding on any gross proceeds from the sale of Debenture Units to Purchasers on the President’s List, in respect of which the Cash Commission payable to the Agents shall be 3.5% of the gross proceeds from such sales);

(b) pay to Haywood a corporate finance advisory fee, in addition to the Cash Commission payable to the Agents, in the amount of $66,000, plus applicable taxes thereon, payable 100% in the form of units of the Corporation (the “CF Fee Units”) at a deemed price of $0.23 per CF Fee Unit (the “Corporate Finance Fee”). Each CF Fee Unit is comprised of one Common Share and one Warrant (a “CF Fee Warrant”). References herein to “Warrants” shall be deemed to include the CF Fee Warrants and all references herein to “Underlying Shares” and “Warrant Shares” shall be deemed to include the Common Shares issuable upon exercise of the CF Fee Warrants. If any fraction of a CF Fee Unit would be issuable to Haywood pursuant to the payment of the Corporate Finance Fee, the Corporation shall round the number of CF Fee Units issuable to Haywood down to the next whole number; and

(c) subject to compliance with all required regulatory approvals, issue to the Agents that number of compensation options (each a “Compensation Option”), in such manner as directed by Haywood, on its own behalf and on behalf of the Agents, equal to 7.0% of the aggregate number of Debenture Shares issuable upon conversion of Debentures comprising the Debenture Units sold pursuant to the Offering (excluding any Debenture Units issued to Purchasers on the President’s List, in respect of which the Compensation Options issuable to the issuers shall be 3.5% of the Debenture Units issued to such President’s List Purchasers). Each Compensation Option shall entitle the holder thereof to acquire one unit of the Corporation (each, a “Compensation Unit”). Each Compensation Unit shall be comprised of one Common Share and one Warrant (a “Compensation Warrant”). References herein to “Warrants” shall be deemed to include the Compensation Warrants issuable upon exercise of the Compensation Options and all references herein to “Underlying Shares” and “Warrant Shares” shall be deemed to include the Common Shares issuable upon exercise of the Compensation Warrants.

In relation to the issuance of the Compensation Options, the Agents hereby represent, warrant and acknowledge to the Corporation that: (i) they acknowledge that the CF Fee Units, Compensation Options and the underlying Compensation Units (the “Compensation Securities”) have not been registered under the U.S. Securities Act and may not be offered or sold unless registered or pursuant to an exemption from such registration requirements; (ii) neither of the Agents are a U.S. Person, and are not acting for the account or benefit of a U.S. Person, were not offered the Compensation Options while in the United States and was outside the United States at the time this Agreement was executed and delivered; (iii) the Agents will not sell or otherwise transfer the Compensation Securities except outside the United States in accordance with Regulation S or into the United States or to, or for the account or benefit of a U.S. Person pursuant to registration of the Compensation Securities under the U.S. Securities Act or pursuant to an exemption from such registration requirements and in each case in compliance will any applicable securities laws of any state of the United States; and (iv) the Agents acknowledge and agree that the Compensation Options may not be exercised in the United States, or by or on behalf of a U.S. Person unless the Compensation Options and Compensation Units, as applicable, are registered under the U.S. Securities Act or there is an available exemption or exclusion from such registration requirements.

Section 4. Distribution and Certain Obligations of the Agents

(a) The Agents shall, and shall require any investment dealer or broker with which each Agent has a contractual relationship in respect of the offering and sale of the Debenture Units (each, a “Selling Firm”) to agree to, comply with applicable Canadian Securities Laws of the Qualifying Jurisdictions, U.S. Securities Laws and the applicable Securities Laws of the Designated Jurisdictions outside of Canada, and shall offer the Debenture Units for sale directly and through Selling Firms upon the terms and conditions set out in this Agreement.

(b) The Agents shall, and shall require any Selling Firm to agree to, distribute the Debenture Units in a manner which complies with and observes all applicable Laws in each jurisdiction into which they may, provide any Marketing Materials in connection with the Offering and/or offer to sell or solicit offers to buy the Debenture Units, and will not, directly or indirectly, offer, sell or deliver any Debenture Units, or any Marketing Materials to any Person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable Laws of such other jurisdictions or pay any unreasonable filing fees in such other jurisdictions. Subject to the foregoing, the Agents and any Selling Firm shall be entitled to offer and sell the Debenture Units solely pursuant to a valid exemption or exemptions from the registration requirements of any jurisdiction (other than offers and sales in the United States which shall be governed by Schedule “A” hereto) in accordance with any applicable Laws in such jurisdictions in which the Agents and/or Selling Firms offer the Debenture Units and in all cases for sales outside of the United States, to non-U.S. Persons and to Persons not acting for the account or benefit of U.S. Persons in accordance with the requirements of Rule 903 of Regulation S under the U.S. Securities Act.

(c) The Agents will use commercially reasonable efforts to obtain from each Purchaser a duly completed and executed Subscription Agreement and other forms required under Canadian Securities Laws, U.S. Securities Laws or the applicable Securities Laws of any other Designated Jurisdiction outside of Canada and the United States into and which the Debenture Units are sold that are provided to the Agents by the Corporation for execution by the Purchasers relating to the issuance and sale of the Debenture Units, and the Agents shall at least one Business Day prior to the Closing Date, provide the Corporation with

copies of such Subscription Agreements and complete instructions in respect of the Debenture Units.

Section 5. Due Diligence

Prior to the Closing Time on the Closing Date, the Corporation shall: (i) allow the Agents and their representatives the opportunity to conduct all due diligence investigations which the Agents may reasonably require to be conducted in connection with the Offering prior to and until the Closing Time on the Closing Date; (ii) make available to the Agents (and their counsel), on a timely basis all books and records including all corporate, financial, property, legal and operational information and documentation of the Corporation, and will provide reasonable access to all facilities, properties, employees, auditors, legal counsel, consultants or other experts of the Corporation, to permit the Agents, their legal counsel and other advisers to conduct their due diligence investigation of the business and affairs of the Corporation; (iii) reasonably assist the Agents in sourcing any other information useful and necessary to conducting such due diligence; (iv) make available its senior management and its legal counsel and shall use commercially reasonable efforts to cause certain members of senior management of the Corporation to answer any questions which the Agents may have and to participate in one or more due diligence sessions to be held prior to Closing; and (v) make available and provide to the Agents (and their counsel), on a timely basis, all agreements, arrangements and understandings reasonably requested in connection with the transactions contemplated by the Transaction Documents to which the Corporation has had access and is permitted to make available.

Section 6. Conditions of the Offering

The obligation of the Purchasers to purchase the Debenture Units at the Closing Time shall be subject to the performance by the Corporation of its obligations under this Agreement and the Indenture Documents, and the performance by the Corporation of this Agreement shall be subject to the satisfaction or waiver of each of the following conditions:

(a) receipt of evidence by the Agents, in a form acceptable to Haywood, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors of the Corporation, having been taken so as to approve the execution and delivery of each of the Transaction Documents, the offering and sale of the Debenture Units, the Debentures and the Warrants, the authorization for issuance of the Underlying Shares issuable upon conversion of the Debentures and upon exercise of the Compensation Options, the Warrant Shares issuable upon exercise of the Warrants, the Compensation Options, the CF Fee Units and the Compensation Units issuable upon the exercise of the Compensation Options;

(b) the Corporation delivering to the Agents, at the Closing Time, a certificate dated the Closing Date addressed to the Agents and signed by the Chief Executive Officer of the Corporation in a form satisfactory to Haywood, acting reasonably, certifying for and on behalf of the Corporation, and without personal liability, after having made due enquiries, that:

(i) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or suspending the issue or sale of the Debenture Units or any of the Corporation's issued securities has been issued, and, to the Knowledge of the Corporation, no such proceeding for such purpose is pending or threatened;

(ii) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time;

(iii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time with the same force and effect as if made on and as at the Closing Time after giving effect to the transactions contemplated by this Agreement; and

(iv) there has been no material adverse change affecting the Corporation on a consolidated basis, and no transaction has been entered into by the Corporation other than in the ordinary course of business;

(c) the Agents receiving, at the Closing Time a legal opinion dated the Closing Date, to be addressed to the Agents, in form and substance acceptable to the Lead Agent acting reasonably, of Cozen O'Connor LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to Haywood and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors of the Corporation), with respect the following matters:

(i) as to valid existence of the Corporation;

(ii) as to the authorized and issued capital of the Corporation;

(iii) that the Corporation has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under the Transaction Documents;

(iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Transaction Documents and the performance of the Corporation's obligations hereunder and thereunder;

(v) each of the Transaction Documents have been duly authorized and executed and delivered by the Corporation, assuming the due authorization, execution and delivery by each other Person party thereto, and each such Transaction Document constitutes a valid and legally binding agreement of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;

(vi) that the execution and delivery of the Transaction Documents, the performance by the Corporation of its obligations hereunder and thereunder and the issuance and

sale of the Debenture Units do not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, the constating documents of the Corporation;

(vii) that the Debentures, the Warrants, the CF Fee Units and the Compensation Options, will, upon issuance, be validly created, executed and issued, as applicable, by the Corporation and constitute valid and binding obligations of the Corporation enforceable against it in accordance with their terms;

(viii) that the Underlying Shares have been duly authorized and validly allotted for issuance by the Corporation and, when issued in accordance with the Debenture Indenture will be validly issued, fully paid and non-assessable;

(ix) that the Warrant Shares have been duly authorized and validly allotted for issuance by the Corporation and, when issued in accordance with the Warrant Indenture will be validly issued, fully paid and non-assessable;

(x) that the issuance and sale by the Corporation of the Debenture Units to the Purchasers resident in the Qualifying Jurisdictions in accordance with the Subscription Agreements and the issuance of the Compensation Options and CF Fee Units to the Agents in accordance with the terms of this Agreement are exempt from the prospectus requirements of Canadian Securities Laws and except as has been completed, no filings, proceedings, approvals, consents or authorizations are required to be made, taken or obtained by the Corporation, or any securities regulatory authority in the Qualifying Jurisdictions to permit the issuance, distribution and delivery of the Debenture Units to Purchasers resident in the Qualifying Jurisdictions and the issuance of the Compensation Options to the Agents, it being noted that within ten days from the date of each such issue and distribution, the Presentation and a report of the offering and sale prepared on Form 45-106F1 shall be prepared, executed and filed in accordance with Canadian Securities Laws, together with the requisite filing fees;

(xi) that the issuance of the Common Shares comprising the CF Fee Units, the Underlying Shares issuable upon conversion of the Debentures and upon exercise of the Compensation Options, the Warrant Shares issuable upon exercise of the Warrants, and the Compensation Units underlying the Compensation Options will be exempt from the prospectus and registration requirements of Canadian Securities Laws and no filings, proceedings, approvals, consents or authorizations will be required to be made pursuant to Canadian Securities Laws to permit such issuance, provided that the Underlying Shares issuable upon conversion of the Debentures, are exercised in accordance with the terms and conditions of the Debenture Indenture, and the Warrant Shares issuable upon exercise of the Warrants, are exercised in accordance with the terms and conditions of the Warrant Indenture, as applicable;

(xii) that the first trade of the Common Shares comprising the CF Fee Units and the Underlying Shares issuable upon conversion of the Debentures and upon exercise of the Compensation Options and the first trade of the Warrant Shares issuable upon exercise of the Warrants will be exempt from the prospectus requirements of applicable Canadian Securities Laws and no prospectus, offering memorandum or other document is required to be filed, no proceeding is required to be taken and

no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Corporation under applicable Securities Laws to permit such trade through registrants registered under applicable Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that at the time of such trade:

(A) the Corporation is and has been a “reporting issuer” (within the meaning of Securities Laws) in a “jurisdiction of Canada” (as defined in National Instrument 14-101 – Definitions (“NI 14-101”)) for the four months immediately preceding the trade;

(B) at the time of such trade, at least four months have elapsed from the “distribution date” (as defined in section 1.1 of NI 45-102) of the Debenture Units or Compensation Options;

(C) any certificates representing the Debentures, Warrants, Compensation Options, Common Shares and Warrant Shares, if any, carry a legend or ownership statement issued under a direct registration system acceptable to the regulator, as required pursuant to section 2.5(2)(3)(i) of NI 45-102;

(D) the trade is not a “control distribution” (as defined in section 1.1 of NI 45-102);

(E) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade (within the meaning of Canadian Securities Laws);

(F) no extraordinary commission or consideration is paid to a person or company in respect of such trade (within the meaning of Canadian Securities Laws); and

(G) if the selling security holder is an “insider” or “officer” of the Corporation (within the meaning of Canadian Securities Laws), such selling security holder has no reasonable grounds to believe that the Corporation is in default of “securities legislation” (as defined in NI 14-101);

(xiii) that the form and terms of the certificates representing the Debentures have been approved by the board of directors of the Corporation;

(xiv) that the form and terms of the certificates representing the Warrants have been approved by the board of directors of the Corporation; and

(xv) that Odyssey Trust Company, at its principal offices in Calgary, Alberta, has been, as of the Closing Date, duly appointed as Debenture Trustee and Warrant Trustee.

(d) if any Debenture Units are sold to U.S. Purchasers, the Agents receiving a legal opinion dated the Closing Date, to be addressed to the Agents, in form and substance acceptable to Haywood, of Cozen O'Connor P.C., United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors of the Corporation), such opinion to be subject to usual and customary qualifications and assumptions for opinions

of this type, to the effect that the offer and sale of the Debenture Units to U.S. Purchasers and the issuance of the Common Shares issuable upon conversion of the Debentures held by U.S. Purchasers, does not require registration under the U.S. Securities Act, provided such offers and sales are made in accordance with the Transaction Documents and Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Debenture Units or the Common Shares, issuable thereunder;

(e) the Agents receiving at the Closing Time, a certificate, signed by the Chief Executive Officer of the Corporation (or such other officers as the Agents may agree to), in a form satisfactory to Haywood, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to:

(i) the constating documents of the Corporation;

(ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Debenture Units and the issuance of the Compensation Options, and the authorization of the Transaction Documents and transactions contemplated herein and therein; and

(iii) the incumbency and signatures of signing officers of the Corporation;

(f) the Agents shall have received a certificate of status (or the equivalent) with respect to the jurisdiction in which the Corporation is incorporated;

(g) the Agents shall have received certificates representing the Debentures, Warrants and Compensation Options in form and substance satisfactory to Haywood, acting reasonably, or electronic delivery of the Debentures and Warrants via non-certificated issue process, in accordance with a direction provided by Haywood;

(h) the Corporation delivering to the Agents lock-up agreements, from officers and directors (collectively, the “Locked-Up Persons”) that provide that each Locked-Up Person will not, for a period commencing on the Closing Date and continuing until the date that is 120 days from Closing Date (the “Lock-Up Period”), directly or indirectly, offer, sell, contract to sell, grant or sell any option to purchase, purchase any option or contract to sell, hypothecate, pledge, transfer, assign, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with (or agree to or publicly announce any intention to do any of the foregoing) whether through the facilities of a stock exchange, by private placement or otherwise, any common shares or other securities of the Corporation convertible into, exchangeable for or exercisable to acquire, common shares, directly or indirectly, unless (i) they first obtain the prior consent of Haywood, such consent not to be unreasonably withheld or delayed, or (ii) there occurs a take-over bid or similar transaction involving a change of control of the Corporation, provided that Locked-Up Persons may transfer or sell their securities in the Corporation to a related party during the Lock-Up Period, provided that, Adam O’Brien may sell, subject to required disclosures in accordance with Canadian Securities Laws or reasonably requested by the Agents, Common Shares that are beneficially owned or controlled by him if the VWAP of the Common Shares on the TSXV is greater than $0.35 for a period of 10 consecutive trading days;

(i) each of the Transaction Documents (other than the certificates representing the Debentures, Warrants and Compensation Options) shall have been executed and delivered by the parties thereto in form and substance satisfactory to Haywood, acting reasonably;

(j) the Agents not having previously terminated its obligations pursuant to Section 10 of this Agreement; and

(k) the Agents shall have completed, to its satisfaction, acting reasonably its due diligence review of the Corporation and any subsidiary and each of their respective businesses, operations and financial condition.

Section 7. Additional Representations and Warranties of the Corporation

The Corporation hereby represents and warrants to the Agents and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in connection with the completion of the Offering, that as of the date thereof:

General Matters

(a) Good Standing of the Corporation. The Corporation: (i) is duly existing under the laws of Alberta and is up-to-date in all material corporate filings and in good standing under the ABCA; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets and is not party to any instrument or subject to any order or ruling which restricts or might restrict its ability to perform the transactions contemplated herein; (iii) has all necessary licences, Certifications, authorizations, and other approvals necessary to permit it to conduct its business as now conducted and all such licences, Certifications, authorizations and approvals are in full force and effect in accordance with their terms; and (iv) has all requisite corporate power and capacity to create, issue and sell, as applicable, the Debentures, the Warrants, the Warrant Shares, the Underlying Shares, the CF Fee Units and the Compensation Options and to enter into and carry out its obligations under the Transaction Documents.

(b) Ownership of the Subsidiaries. The Corporation has no direct or indirect operating subsidiaries, other than the Subsidiaries, and the Corporation does not have any interest in any other partnership, corporation or other business or organization. The Corporation owns all of the issued and outstanding shares of, and interests in, the Subsidiaries, free and clear of all mortgages, Liens, charges, pledges, security interests, encumbrances, claims and demands whatsoever, and the Corporation is entitled to the full beneficial ownership of all such shares in the Subsidiaries. All of such shares in the capital of each Subsidiary have been duly authorized and validly issued and are outstanding as fully paid shares and no person, other than the Corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Corporation of any interest in any of such shares, or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation to sell, transfer or otherwise dispose of any securities of the Subsidiaries.

(c) Good Standing of the Subsidiaries. Each Subsidiary (i) has been duly incorporated in its jurisdiction of incorporation and is up-to-date in all material corporate filings and in good

standing under the laws of such jurisdiction; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its assets; and (iii) has all necessary licences, permits, authorizations, Certifications and other approvals necessary to permit it to conduct its business except where failure to possess such licences, permits, authorizations, Certificates and other approvals would not reasonably be expected to have a Material Adverse Effect, and all such licences, permits, authorizations, Certifications and approvals are in full force and effect in accordance with their terms.

(d) Compliance with Laws. Each of the Corporation and the Subsidiaries are, in all material respects, conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and each is licensed, certified, registered or qualified in all jurisdictions in which it is required to be licensed, certified, registered or qualified and all such licenses, Certifications, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, rules, regulations, licenses, Certifications, registrations and qualifications which could have a Material Adverse Effect on the Corporation and the Subsidiaries (on a consolidated basis).

(e) Compliance with U.S. Laws and Regulations. Each of the Corporation and the Subsidiaries are, in all material respects, conducting its business in compliance with all applicable U.S. laws, rules and regulations including but not limited to advertising, marketing, and business operations conducted or advertised in the United States.

(f) No Proceedings for Dissolution. No act or proceeding has been taken by or against the Corporation or any Subsidiary in connection with their liquidation, winding-up or bankruptcy, or to the knowledge of the Corporation, are pending. The Corporation and the Subsidiaries are not insolvent and are able to meet all of their respective financial liabilities as they become due and no winding-up, liquidation, dissolution or bankruptcy proceedings have been commenced or are being commenced or contemplated by the Corporation or the Subsidiaries, and, no merger, consolidation, amalgamation, sale of all or substantially all of the assets or sale of the business transactions have been commenced or are being commenced or contemplated by the Corporation or the Subsidiaries and the Corporation has no knowledge of any such proceedings or transactions having been commenced or being contemplated in respect of the Corporation or the Subsidiaries by any other party.

(g) Share Capital of the Corporation. The authorized and issued share capital of the Corporation consists of an unlimited number of Common Shares of which 218,414,362 Common Shares were issued and outstanding as fully-paid and non-assessable common shares as at the close of business on December 27, 2024. Neither the Corporation nor any Subsidiary are party to any agreement, nor is the Corporation aware of any agreement, which in any manner affects the voting control of any securities of the Corporation or the Subsidiaries.

(h) Voting Control / Shareholders Rights Plan. The Corporation has not implemented a shareholder rights plan and there are no other agreements in force or effect which in any manner affects the rights of the Corporation's shareholders, or the voting or control of any of the securities of the Corporation or the Subsidiaries.

(i) Absence of Rights. As of the date hereof, except as set out in Schedule “B” hereto, no person now has any agreement, option, right or privilege (whether at law, pre-emptive or contractual) capable of becoming a right, agreement or option for the purchase, subscription, allotment or issuance of, or conversion into, any unissued Common Shares, securities, warrants or convertible obligations of any nature of the Corporation.

(j) No Dividends. During the previous 36 months, the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its Common Shares or securities or agreed to do any of the foregoing.

(k) No Violation of Constating Documents. Neither the Corporation nor the Subsidiaries are in violation of the provisions of its articles (or equivalent), by-laws (or equivalent) or resolutions or any statute or any order, rule or regulation of any court or governmental agency or both having jurisdiction over it or any of its operation, which violation or the consequences thereof would, alone or in the aggregate, have a Material Adverse Effect on the Corporation and the Subsidiaries, on a consolidated basis.

(l) No Breach or Default. Each Material Agreement is valid and subsisting, in full force and effect and enforceable in accordance with the terms thereof. Neither the Corporation nor any Subsidiary, nor to the best of the Corporation’s knowledge, any other person, is in default in any material respect in the observance or performance of any term, covenant or obligation to be performed by the Corporation or the Subsidiaries or such other person, as applicable, under any Material Agreement to which the Corporation or a Subsidiary is a party or otherwise bound, other than those which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. Other than as disclosed in the Public Record, the Corporation and the Subsidiaries have performed, in all material respects, all obligations (including payment obligations) in a timely manner under, and are in compliance, in all material respects, with all terms and conditions contained in each Material Agreement, and all such Material Agreements are in good standing, and no event has occurred which with notice or lapse of time or both would constitute such a material default thereunder by the Corporation, the Subsidiaries or, to the Corporation’s knowledge, any other party, except in each case where such breach, violation or default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(m) Sufficiency of Assets. The Corporation has sufficient right, title and interest in and to all assets necessary to carry out their activities and to comply in all material respects with the Material Agreements to which they are a party.

(n) Secured Convertible Debentures. As of the date hereof, the total amount owing by the Corporation, including principal, accrued and unpaid interest and any other amounts owing, pursuant to the Secured Convertible Debentures is $5,220,735, and this amount is not due within twelve months of the Closing Date.

(o) Loans Payable. As of the date hereof, the total amount owing by the Corporation, including principal, accrued and unpaid interest and any other amounts owing, pursuant to the Loans Payable is approximately 165 bitcoin.

(p) Lines of Credit. As of the date hereof, the total amount owing by the Corporation and/or BTCWC, including principal, accrued and unpaid interest and any other amounts owing, pursuant to the Lines of Credit is USD$7,090,045.62.

(q) Guarantees. The Corporation has not guaranteed or otherwise given security for, or agreed to guarantee or give security for, any liability, debt or obligation of any other person.

(r) Non-Custodial Arrangements. The Corporation and its Subsidiaries have put in place adequate security measures in respect of the cryptocurrencies transferred or exchanged on, or otherwise held by the Corporation and its Subsidiaries, through the Corporation and its Subsidiaries' non-custodial arrangements.

(s) Absence of Defaults and Conflicts. Neither the Corporation nor the Subsidiaries are in material violation, default or breach of, and the execution and delivery of the Transaction Documents and the consummation of the transactions and compliance and performance by the Corporation with its obligations hereunder, and the creation, issue and sale, as applicable, of the Debentures, the Warrants, the Warrant Shares, the Underlying Shares, the CF Fee Units and the Compensation Options and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, whether after notice or lapse of time or both (i) any statute, rule or regulation applicable to the Corporation or the Subsidiaries, including the Securities Laws, (ii) the constating documents or resolutions of the directors (including of committees thereof) or shareholders of the Corporation and the Subsidiaries, (iii) any Debt Instrument or Material Agreement, or (iv) any judgment, decree or order binding the Corporation, the Subsidiaries or the properties or assets of the Corporation or a Subsidiary.

(t) Directors and Officers. To the knowledge of the Corporation, none of the directors or officers of the Corporation or the Subsidiaries (i) are now, or have ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public Corporation or of a corporation listed on a particular stock exchange, or (ii) in the last 10 years have been subject to an order preventing, ceasing or suspending trading in any securities of the Corporation or other public Corporation, other than Mitchell Demeter who was a director of Neptune Digital Assets Corp. when the British Columbia Securities Commission issued a failure-to-file cease trade order against Neptune Digital Assets Corp. on January 5, 2022, which was subsequently revoked on March 29, 2023.

(u) Interest of Insiders. To the knowledge of the Corporation, other than as disclosed in the Public Record, none of the directors or officers of the Corporation, any known holder of more than 10% of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing persons or companies, has had any material interest, direct or indirect, in any material transaction within the previous three years or any proposed material transaction which, as the case may be, materially affected, is material to or will materially affect the Corporation and the Subsidiaries, on a consolidated basis.

(v) Real Property Interests. Neither the Corporation nor the Subsidiaries have any real property interest.

(w) Leased Premises. With respect to the premises which BTCWC occupies pursuant to the BTCWC Lease, BTCWC occupies such leased premises and has, at all times during the

term of the BTCWC Lease, diligently attempted to keep such leased premises and all portions thereof actively and properly used, and BTCWC has the exclusive right to occupy and use such leased premises in accordance with the terms of the BTCWC Lease, and the BTCWC Lease and any other agreements pursuant to which BTCWC occupies such premises are in good standing in all material respects and in full force and effect.

(x) Insurance. Each of the Corporation and the Subsidiaries are insured against such losses and risks and in such amount as are customary in the Business in which it is engaged. All policies of insurance insuring the Corporation, the Subsidiaries or any of their respective businesses, assets, employees, officers and directors are in full force and effect, and the Corporation and the Subsidiaries are in compliance with the terms of such policies in all material respects. There are no material claims by the Corporation or the Subsidiaries under any such policy or instrument as to which any insurance Corporation is denying liability or defending under a reservation of rights clause and that would result in a Material Adverse Effect on the Corporation and the Subsidiaries, on a consolidated basis. The Corporation has no reason to believe that it will not be able to renew such existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its Business and the Business of the Subsidiaries at a cost that would not have a Material Adverse Effect, and neither the Corporation nor the Subsidiaries has failed to promptly give any notice of any material claim thereunder.

(y) Previous Acquisitions. All acquisitions by the Corporation have been completed in material compliance with all corporate, regulatory and shareholder approvals, consents, authorizations, registrations, and filings reasonably required in connection therewith and were obtained and complied with. The Corporation's and the Subsidiaries due diligence review, including financial and legal due diligence and background reviews, as deemed appropriate by the Corporation, in connection with such acquisitions did not prior to the completion of any such transactions and has not, as at the date hereof, resulted in the discovery of any fact or circumstance which would reasonably be expected to have a Material Adverse Effect.

(z) Purchases and Sales. As of the date hereof, neither the Corporation nor a Subsidiary have entered into any binding agreement in respect of:

(i) any uncompleted purchase of any material assets or businesses or any interest therein or the sale, transfer or other disposition of any material assets or businesses or any interest therein currently owned, directly or indirectly, by the Corporation or a Subsidiary whether by asset sale, transfer of shares, or otherwise;

(ii) the change of control (by sale or transfer of Common Shares or sale of all or substantially all of the assets of the Corporation or the Subsidiaries or otherwise) of the Corporation or a Subsidiary; or

(iii) a proposed or planned disposition of Common Shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares.

(aa) Minute Books. The minute books and records of the Corporation and the Subsidiaries contain copies of all constating documents of the Corporation and, to the knowledge of the Corporation, minutes relating to all material proceedings of securityholders and directors (and committees thereof) (or drafts pending the approval thereof) and are complete in all material respects.

(bb) Sales in the United States. The Corporation hereby acknowledges that the Debenture Units, the Debentures, the Warrants, the Underlying Shares issuable upon conversion of the Debentures and upon exercise of the Compensation Options, the Warrant Shares issuable upon exercise of the Warrants and the CF Fee Units, have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold to, or for the benefit or account of, any person in the United States or any U.S. person. Any press release disseminated by any party hereto, or any party to this Agreement, announcing or otherwise referring to the Offering shall contain the following legend, and shall comply with the requirements of Rule 135e under the U.S. Securities Act: “NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. Any press release announcing or otherwise referring to the Offering disseminated in the United States shall comply with the requirements of Rule 135c under the U.S. Securities Act.

Offering

(cc) Corporate Actions. All necessary corporate action has been taken or will have been taken prior to Closing by the Corporation so that (i) the Underlying Shares issuable upon the conversion of the Debentures and upon exercise of the Compensation Options have been authorized and reserved and allotted for issuance, (ii) the Warrant Shares issuable upon the exercise of the Warrants have been authorized and reserved and allotted for issuance, (iii) at the Closing Time, the Debenture Units, Debentures, Warrants, the Compensation Options and the CF Fee Units will be duly and validly issued and created, (iv) upon the due conversion of the Debentures in accordance with the provisions of the Debenture Indenture, the Underlying Shares issuable will be duly and validly issued, fully paid and non-assessable Common Shares of the Corporation, (iv) upon the due exercise of the Warrants in accordance with the provisions of the Warrant Indenture, the Warrant Shares issuable will be duly and validly issued, fully paid and non-assessable Common Shares of the Corporation, (vi) the CF Fee Units shall be duly and validly created and authorized for issuance and (vii) the Compensation Units issuable upon exercise of the Compensation Options shall be duly and validly created and authorized for issuance, and shall have attributes corresponding in all material respects to the description set forth in this Agreement.

(dd) Valid and Binding Documents. The Transaction Documents have been duly authorized, executed and delivered by the Corporation and constitute legal, valid and binding obligations of, and are enforceable against, the Corporation in accordance with their terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and that the provisions relating to indemnity, contribution, waiver of contribution and the ability to sever unenforceable terms may be unenforceable and that enforceability is subject to the provisions of the Limitations Act (Alberta).

(ee) No Conflicts or Violations. The execution and delivery of each of the Transaction Documents, the performance by the Corporation of its obligations hereunder or thereunder, the issue and sale of the Debenture Units, Debentures and Warrants hereunder and the consummation of the transactions contemplated by this Agreement, including the issuance and delivery of the Underlying Shares issuable upon conversion of the Debentures and upon exercise of the Compensation Options, the issuance and delivery of the Warrant Shares issuable upon exercise of the Warrants and the issuance and delivery of the

Compensation Options and the CF Fee Units, as the case may be, do not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both): (A) any Laws applicable to the Corporation including, without limitation, the Securities Laws; (B) the constating documents or by-laws of the Corporation which are in effect at the date thereof; (C) any Material Agreement, contract, agreement, instrument, Debt Instrument, lease or other document to which the Corporation is a party or by which it is bound which, either separately or in the aggregate, may have a Material Adverse Effect; or (D) any judgment, decree or order binding the Corporation or the property or assets of the Corporation.

(ff) All Consents and Approvals. At the Closing Time, all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under applicable Securities Laws necessary for (i) the execution and delivery of the Transaction Documents, (ii) the creation, issuance and sale, as applicable, of each of the Debenture Units, Debentures, Warrants, the Compensation Options and the CF Fee Units, (iii) the authorization for issuance of the Underlying Shares issuable upon conversion of the Debentures and upon exercise of the Compensation Options, (iv) the Warrant Shares issuable upon exercise of the Warrants and the Compensation Units issuable upon the exercise of the Compensation Options, as applicable, and (v) the consummation of the transactions contemplated thereby, will have been made or obtained, as applicable (it being noted that the Corporation shall file all reports required under applicable Securities Laws within the prescribed time periods, which documents shall be filed as soon as practicable after the Closing Date and, in any event, within 10 calendar days of the Closing Date or within such other deadline imposed by applicable Securities Laws);

(gg) Debenture Trustee and Warrant Agent. Odyssey Trust Company at its principal offices in Calgary, Alberta, has been, as of the Closing Date, duly appointed as Debenture Trustee under the Debenture Indenture and the Warrant Agent under the Warrant Indenture;

(hh) Entitlement to Proceeds. There is no person or entity, other than the Corporation and the Agents, in accordance with the terms of this Agreement, that is or will be entitled to demand the proceeds of the Offering.

(ii) Fees and Commissions. Other than the Agents, there is no person acting or purporting to act at the request of the Corporation who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the transactions contemplated herein.

(jj) Listed Securities. The Corporation has a class of securities listed for trading on an exchange recognized by a securities regulatory authority in a jurisdiction of Canada.

(kk) Status of Operations. The Corporation's operations have not ceased or its principal asset is not cash or cash equivalents, or its exchange listing.

(ll) Continuous Disclosure. The Corporation has filed all periodic and timely continuous disclosure documents that it is required to have filed by each of the following:

(i) applicable securities legislation;

(ii) an order issued by the regulator or securities regulatory authority; and

(iii) an undertaking to the regulator or securities regulatory authority;

Financial Matters

(mm) Financial Statements. The Financial Statements:

(i) present fairly, in all material respects, the financial position of the Corporation on a consolidated basis and the statements of operations, retained earnings, cash flow from operations and changes in financial information of the Corporation on a consolidated basis for the periods specified in such Financial Statements;

(ii) have been prepared in conformity with IFRS, applied on a consistent basis throughout the periods involved;

(iii) do not contain any misrepresentations with respect to the period covered by the Financial Statements, such that the Financial Statements would not be true and correct in every material respect; and

(iv) comply with Canadian Securities Laws, including without limitation, NI 51-102 and NI 52-107.

(nn) Accounting Policies. There has been no change in accounting policies or practices of the Corporation or the Subsidiaries since December 31, 2023, except as required by IFRS or as disclosed in the Financial Statements.

(oo) Contingent Liabilities. Neither the Corporation, nor the Subsidiaries have any liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Financial Statements or referred to or disclosed herein, other than liabilities, obligations, or indebtedness or commitments, which would not, individually or in the aggregate, have a Material Adverse Effect.

(pp) Off-Balance Sheet Transactions. There are no material off-balance sheet transactions, arrangements, obligations or liabilities of the Corporation or the Subsidiaries whether direct, indirect, absolute, contingent or otherwise which are required to be disclosed and are not disclosed or reflected in the Financial Statements.

(qq) Indebtedness. Other than as disclosed in the Financial Statements, or incurred subsequent to the date of the Financial Statements and disclosed in the Public Record, neither the Corporation nor the Subsidiaries are party to any material Debt Instrument or has any material loans or other indebtedness outstanding with any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm's length with the Corporation or the Subsidiaries.

(rr) No Material Change. Other than as disclosed in the Public Record, since December 31, 2023:

(i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), Business, condition (financial or otherwise) or results of operations of the Corporation and the Subsidiaries, on a consolidated basis;

(ii) there has not been any material change in the capital stock or long-term debt of the Corporation and the Subsidiaries, on a consolidated basis; and

(iii) the Corporation and the Subsidiaries have carried on their respective businesses in the ordinary course.

(ss) Independent Auditors. The auditors who reported on and certified the Financial Statements for the fiscal years ended December 31, 2023 and 2022 and who provided their respective audit reports thereon are independent with respect to the Corporation within the meaning of Canadian Securities Laws and there has never been a “reportable event” (within the meaning of NI 51-102) with any past or present auditors of the Corporation during the last three years. The present auditors of the Corporation have not provided any material comments or recommendations to the Corporation regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by the Corporation.

Compliance with Canadian Securities Laws and Corporate and Taxation Laws

(tt) Reporting Issuer Status. As at the date hereof, the Corporation is a “reporting issuer” in each of the Reporting Jurisdictions, within the meaning of Canadian Securities Laws in such jurisdictions and is not currently in default of any requirement of the Canadian Securities Laws of such jurisdictions and the Corporation is not included on a list of defaulting reporting issuers maintained by any of the Securities Regulators of such jurisdictions. In particular, without limiting the foregoing, the Corporation has at all times and in all material respects complied with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the Corporation or the Subsidiaries which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable, has not been filed with the Securities Commissions in the Reporting Jurisdictions.

(uu) No Suspension or Cease Trade Orders. No order ceasing or suspending trading in securities of the Corporation or prohibiting the sale of securities by the Corporation has been issued by an exchange or securities regulatory authority, and no proceedings for this purpose have been instituted, or are, to the Corporation’s knowledge, pending, contemplated or threatened.

(vv) Form of Share Certificates. The form of certificate respecting the Common Shares has been approved and adopted by the board of directors of the Corporation and does not conflict with any applicable laws and complies with the constating documents of the Corporation and the rules and regulations of the TSXV.

(ww) Stock Exchange Compliance. The Corporation is, and will at the Closing Time be, in compliance in all material respects with the by-laws, rules and regulations of the TSXV.

(xx) Listing of Shares. The Common Shares are listed and posted for trading on the TSXV, and the Corporation has applied to list the Warrant Shares, the Underlying Shares, the Common Shares comprising the CF Fee Units and the Common Shares issuable upon due exercise of the Compensation Options on the TSXV and neither the Corporation nor the Subsidiaries have taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the TSXV.

(yy) Filings and Fees. All filings and fees required to be made and paid by the Corporation and the Subsidiaries pursuant to applicable corporate laws, Canadian Securities Laws and other applicable laws, regulations or rules have been made and paid or will be paid.

(zz) Filing of Confidential Material Change Report. The Corporation has not filed any confidential material change reports or similar confidential report with any Securities Regulators in Canada that are still maintained on a confidential basis.

(aaa) Taxes. All material Taxes due and payable by the Corporation or the Subsidiaries have been paid except for where the failure to pay such Taxes would not constitute an adverse material fact of the Corporation and the Subsidiaries, on a consolidated basis, or result in an adverse material change to the Corporation and the Subsidiaries, on a consolidated basis. All material tax returns, declarations, remittances and filings required to be filed by the Corporation or the Subsidiaries have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute an adverse material fact of the Corporation and the Subsidiaries, on a consolidated basis, or result in an adverse material change to the Corporation and the Subsidiaries, on a consolidated basis. To the best of the knowledge of the Corporation, no examination by any governmental authority of any material tax return of the Corporation or the Subsidiaries is currently in progress except in the ordinary course and there are no issues or disputes outstanding with any governmental authority respecting any Taxes of a material amount that have been paid, or may be payable, by the Corporation, in any case, except where such examinations, issues or disputes would not constitute an adverse material fact of the Corporation and the Subsidiaries, on a consolidated basis, or result in an adverse material change to the Corporation and the Subsidiaries, on a consolidated basis.

(bbb) Qualified Investments. The Debenture Shares, Warrants and Warrant Shares will be qualified investments under the Income Tax Act (Canada) and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, deferred profit sharing plans, registered disability savings plans and tax free savings accounts (each a “Registered Plan”) provided in the case of the Warrants that neither the Corporation, nor any person with whom the Corporation does not deal at arm’s length, is an annuitant, a beneficiary, an employer or a subscriber under or a holder of such Registered Plan.

Disclosure

(ccc) Accuracy of Disclosure. The Corporation is in material compliance with all continuous disclosure obligations under Canadian Securities Laws.

(ddd) Forward-Looking Information. With respect to forward-looking information contained in the Public Record, such information is based on or derived from sources which the Corporation believes to be reliable and accurate and represents the Corporation’s good faith estimates and the Corporation had a reasonable basis for the forward-looking information at the time the disclosure was made.

Intellectual Property and Information Technology

(eee) Intellectual Property.

(i) Each of the Corporation and the Subsidiaries either owns or has a licence or other right to use all Intellectual Property necessary to permit the Corporation and the Subsidiaries to conduct their respective businesses as currently conducted. None of the Corporation or the Subsidiaries has received any notice nor does the Corporation or the Subsidiaries have knowledge of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests of the Corporation or the Subsidiaries therein and which infringement or conflict (if subject to an unfavourable decision, ruling or finding) or invalidity or inadequacy would have a Material Adverse Effect.

(ii) The Corporation and the Subsidiaries have taken all reasonable steps to protect their owned Intellectual Property in those jurisdictions where, in the reasonable opinion of the Corporation, the Corporation and/or the Subsidiaries carries on a sufficient business to justify such filings and/or the safekeeping of trade secrets.

(iii) There are no material restrictions on the ability of the Corporation or the Subsidiaries to use all rights in the Intellectual Property required in the ordinary course of the business of the Corporation or the Subsidiaries, as applicable. None of the rights of the Corporation or the Subsidiaries in the Intellectual Property will be impaired or affected in any way by the transactions contemplated by this Agreement.

(iv) Neither the Corporation nor the Subsidiaries has received any notice or claim (whether written or oral) challenging its ownership or right to use of any Intellectual Property or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect thereto.

(v) None of the rights of the Corporation or the Subsidiaries in the Intellectual Property will be impaired or affected in any way by the transactions contemplated by this Agreement.

(vi) There are no material restrictions on the ability of the Corporation or the Subsidiaries to use and exploit all rights in the Intellectual Property required in the ordinary course of business of the Corporation or the Subsidiaries.

(vii) All registrations of Intellectual Property are in good standing and are recorded in the name of the Corporation or the Subsidiaries, or in the name of the parties that have licensed that Intellectual Property to the Corporation or the Subsidiaries, as applicable, in the appropriate offices to preserve the rights thereto. Other than as would not have a Material Adverse Effect, all such registrations have been filed, prosecuted and obtained in accordance with all applicable legal requirements and are currently in effect and in compliance with all applicable legal requirements. No registration of Intellectual Property has expired, become abandoned, been cancelled or expunged, or has lapsed for failure to be renewed or maintained, except where such expiration, abandonment cancellation, expungement or lapse would not have a Material Adverse Effect.

(fff) Software. To the knowledge of the Corporation, the computer and data processing systems, facilities and services used by the Corporation and the Subsidiaries are free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, trojan horses, worms, viruses or other Software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, Software, data or other materials wherein any trade secrets or proprietary information of any of the Corporation or the Subsidiaries has been disclosed to a third party.

(ggg) Research and Development. To the knowledge of the Corporation, all product research and development activities, including quality assurance, quality control, testing, and research and analysis activities, conducted by or on behalf of the Corporation or the Subsidiaries in connection with the Business are being conducted in accordance with standard industry practices and in compliance with all industry, safety, management and training standards and regulations applicable to the Business; all processes, procedures and practices, required in connection with such activities, are in place as necessary to satisfy standard industry practices and are being complied with, in all material respects.

(hhh) Possession of Certifications and Authorizations. The Corporation and the Subsidiaries have obtained all Certifications issued by the appropriate federal, provincial, regional, state, local or foreign regulatory agencies or bodies necessary to carry on their Business as currently conducted. The Corporation and the Subsidiaries are in material compliance with the terms and conditions of all such Certifications. All of such Certifications are valid, in full force and effect and in good standing. The Corporation and the Subsidiaries have not received and are not otherwise aware of any notice of proceedings relating to the revocation, limitation or other adverse modification of any such Certifications or any notice advising of the refusal to grant any Certification that has been applied for or is in process of being granted, and no such revocation, limitation, other adverse modification or refusal has been threatened.

Litigation, Compliance, Anti-Corruption/Anti-Money Laundering

(iii) Actions, Proceedings and Investigations. To the knowledge of the Corporation, other than the Rapid Cash Litigation, there are no actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation or the Subsidiaries) commenced, threatened, or pending, against or affecting the Corporation, the Subsidiaries or to which their respective assets are subject at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Authority and the Corporation and the Subsidiaries are not subject to any judgments, orders, writs, injunctions, decrees, awards, rules, policies or regulations of any Governmental Authority which either separately or in the aggregate would have a Material Adverse Effect on the Corporation, and the Subsidiaries (on a consolidated basis) or on the Corporation's or, as applicable, the Subsidiaries' ability to perform its obligations under the Transaction Documents.

(jjj) Notice of Restrictions on Business. Neither the Corporation nor the Subsidiaries has received notice from any Governmental Authority or regulatory authority of any jurisdiction in which it carries on a material part of its Business, or owns or leases any material property, of any restriction on its ability to or of a requirement for it to qualify to, nor is it otherwise aware of any restriction on its ability to or of a requirement for it to qualify to, conduct its Business as currently conducted or as currently contemplated to be conducted in the future in such jurisdiction, except that would not result in a Material Adverse Effect to the Corporation or the Subsidiaries.

(kkk) Judgements, etc. There are no judgments against the Corporation or the Subsidiaries that are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation or the Subsidiaries is subject.

(III) Change in Legislation. The Corporation is not aware of any legislation, regulation or change in government position published or contemplated by a legislative body or Governmental Authority, which it anticipates will materially and adversely affect the Business (as currently carried on or proposed to be carried on), affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation and the Subsidiaries, on a consolidated basis.

(mmm) Anti-Corruption/Anti-Money Laundering. Neither the Corporation nor the Subsidiaries, nor, to the knowledge of the Corporation, any of the directors, officers, employees or agents of the Corporation or the Subsidiaries, has made any bribe, payoff, influence payment, kickback or unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, failed to disclose fully any contribution, in violation of any law, made any payment to any foreign, Canadian, United States or provincial or state governmental officer or official or other person charged with similar public or quasi-public duties, or violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) or any similar law, regulation or statute in any applicable jurisdictions and the Corporation has instituted and maintains policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such laws.

Employment Matters

(nnn) Labour Matters. No material work stoppage, strike, lock-out, labour disruption, dispute, grievance, arbitration, proceeding or other conflict with the employees of the Corporation or the Subsidiaries currently exists or, to the knowledge of the Corporation, is imminent or pending and the Corporation and the Subsidiaries are in material compliance with all provisions of all federal, national, regional, provincial, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours.

(ooo) Employment Standards. There are no material complaints against the Corporation or the Subsidiaries before any employment standards branch or tribunal or human rights tribunal, nor, to the knowledge of the Corporation, any complaints or any occurrence which would reasonably be expected to lead to a complaint under any human rights legislation or employment standards legislation that would be material to the Corporation. There are no outstanding decisions or settlements or pending settlements under applicable employment standards legislation which place any material obligation upon the Corporation or the Subsidiaries to do or refrain from doing any act.

(ppp) Compliance with Labour and Health and Safety Laws. The Corporation and the Subsidiaries are in material compliance with all applicable laws and regulations respecting employment and employment practices, workers' compensation, occupational health and safety and similar legislation, including payment in full of all amounts owing thereunder, and there are no pending claims or outstanding orders of a material nature against any of

them under applicable workers' compensation legislation, occupational health and safety or similar legislation nor has any event occurred which may give rise to any such material claim.

(qqq) Collective Bargaining Agreements. The Corporation and/or the Subsidiaries are not party to any collective bargaining agreements with unionized employees. To the knowledge of the Corporation, no action has been taken or is being contemplated to organize or unionize any other employees of the Corporation or the Subsidiaries that would have a Material Adverse Effect.

(rrr) Employee Plans. Other than as disclosed in the Public Record, there are no material plans related to retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Corporation for the benefit of any current or former director, officer, employee or consultant of the Corporation.

(sss) Accruals. Other than as provided in the Financial Statements, or accrued in the ordinary course since the date thereof, there are no accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments that are required to be reflected in the books and records of the Corporation or the Subsidiaries.

Section 8. Covenants of the Corporation

The Corporation covenants with the Agents that the Corporation shall:

(a) allow the Agents and their representatives the opportunity to conduct all due diligence which the Agents may reasonably require to be conducted in connection with the transactions contemplated by the Transaction Documents;

(b) duly execute and deliver the Transaction Documents at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation;

(c) fulfil or cause to be fulfilled, at or prior to the Closing Time, each of the conditions required to be fulfilled by it set out in Section 6 hereof;

(d) ensure that, at the Closing Time, the Debentures are duly and validly created, authorized and issued and have attributes corresponding in all material respects to the description set forth in the Debenture Indenture and this Agreement;

(e) ensure that, at the Closing Time, the Warrants are duly and validly created, authorized and issued and have attributes corresponding in all material respects to the description set forth in the Warrant Indenture and this Agreement;

(f) ensure that, at the Closing Time, the Underlying Shares issuable upon conversion of the Debentures have been duly authorized for issuance by the Corporation;

(g) ensure that, at the Closing Time, the Warrant Shares issuable upon exercise of the Warrants have been duly authorized for issuance by the Corporation;

(h) ensure that, at the Closing Date, the Compensation Options shall be duly and validly created and issued to the Agents;

(i) ensure that, at the Closing Date, the CF Fee Units shall be duly and validly created and issued to the Agents;

(j) promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, such further acts, documents and things for the purpose of giving effect to this Agreement and the transactions contemplated herein;

(k) use the net proceeds of the Offering for working capital and general corporate purposes;

(l) for a period of 120 days from the Closing Date without the prior written consent of Haywood, such consent not to be unreasonably withheld, conditioned or delayed, the Corporation agrees that it will not, directly or indirectly, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or agree to or announce any intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, any additional Common Shares or any securities convertible into or exchangeable for Common Shares other than issuances: (i) pursuant to the exercise of the Over-Allotment Option; (ii) under existing director or employee stock options, bonus or purchase plans or similar share compensation arrangements as detailed in the Corporation's most recently filed management discussion and analysis; (iii) under director or employee stock options or bonuses granted subsequently in accordance with regulatory approval; and (iv) upon the exercise or conversion of convertible securities, warrants or options; (v) previously scheduled property payments and/or other corporate acquisitions; or (vi) pursuant to the Non-Brokered Private Placement;

(m) use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Canadian Securities Laws in each of the Reporting Jurisdictions, until the date that is 36 months following the Closing Date, provided that this covenant shall not prevent the directors of the Corporation from complying with their fiduciary duties to the Corporation, and provided that this covenant shall not prevent the Corporation from completing any transaction which would result in the Corporation ceasing to be a “reporting issuer” so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted);

(n) use its commercially reasonable efforts to maintain the listing of the Common Shares (including the Common Shares comprising the CF Fee Units, the Underlying Shares, the Warrant Shares and the Common Shares issuable upon due exercise of the Compensation Options) for trading on the TSXV or such other recognized securities exchange, market or trading or quotation facility as the Agents may approve, acting reasonably, and comply with the rules and policies of the TSXV or such other exchange, market or facility, for a period of 36 months following the Closing Date, provided that this covenant shall not prevent the directors of the Corporation from complying with their fiduciary duty to the

Corporation and provided that this covenant shall not prevent the Corporation from (i) completing any transaction which would result in the Common Shares ceasing to be listed so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted), or (ii) graduating to the Toronto Stock Exchange;

(o) ensure that the Underlying Shares, the Warrant Shares and the Common Shares issuable upon due exercise of the Compensation Options and the Common Shares comprising the CF Fee Units are conditionally approved for listing and trading on the TSXV on or prior to the Closing Date;

(p) have made or obtained, as applicable, at or prior to the Closing Time, all consents, approvals, permits, authorizations or filings as required to be made or obtained by the Corporation under Securities Laws, including the conditional approval of the TSXV for the Offering, necessary for the consummation of the transactions contemplated herein, other than customary post-closing filings required to be submitted within the applicable time frame pursuant to Securities Laws and the rules and policies of the TSXV; and

(q) execute and file with the applicable securities regulators and the TSXV all forms, notices and certificates required to be filed by the Corporation in connection with the Offering pursuant to Securities Laws and the rules and policies of the TSXV in the time required by Securities Laws and the rules and policies of the TSXV, including, for greater certainty, Form 45-106F1 of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Agent pursuant to the closing conditions set forth in Section 6 thereof.

Section 9. Closing

The purchase and sale of the Debenture Units shall be completed on the Closing Date at the Closing Time at the offices of Cozen O'Connor LLP in Toronto, Ontario or at such other place as the Agents and the Corporation may agree. At the Closing Time, the Corporation shall (i) issue the CF Fee Units and Compensation Options, by way of electronic deposit or definitive certificated form as directed by Haywood, and (ii) issue the Debentures and Warrants comprising the Debenture Units sold under the Offering (excluding, for greater certainty, Debenture Units sold pursuant to the Non-Brokered Private Placement) by way of book-entry securities in accordance with the "non-certificated inventory" rules and procedures of the Canadian Depository for Securities ("CDS"), and shall direct CDS to credit the Debenture Units to the accounts of participants of CDS as designated by the Agents, against payment by Haywood (on behalf of the Agents), at the direction of the Corporation, by wire transfer in Canadian currency, together with a receipt signed by Haywood (on behalf of the Agents) for such electronic deposit and for receipt of the Cash Commission and Corporate Finance Fee, plus applicable taxes thereon, as applicable, and expenses pursuant to Section 14; provided that, at the request of the Agents, the Corporation deliver physical certificates to such Purchasers as the Agents may direct.

Section 10. Termination Rights

(a) The Agents, or any of them, shall be entitled to terminate their obligations hereunder by written notice to that effect given to the Corporation at or prior to the Closing Time if:

(i) there shall occur or come into effect any material change in the business, affairs (including, for the avoidance of doubt, any change to the board of directors or executive management of the Corporation, including the departure of the Corporation’s chief executive officer or chief financial officer (or persons in equivalent position)), financial condition, prospects, capital or control of the Corporation and its subsidiaries, taken as a whole, or any change in any material fact or a new material fact, or there should be discovered any previously undisclosed fact which, in each case, in the reasonable opinion of the Agent, has or could reasonably be expected to have a significant adverse effect on the market price or value or marketability of the Debenture Units and/or Common Shares;

(ii) the state of the financial markets in Canada or elsewhere is such that in the reasonable opinion of the Agent, the Debenture Units cannot be marketed profitably;

(iii) an order shall have been made or threatened to cease or suspend trading in the Common Shares or any other securities of the Corporation, or to otherwise prohibit or restrict in any manner the distribution or trading of the Common Shares, Debenture Units or any other securities of the Corporation, or proceedings are announced or commenced for the making of any such order by any securities regulatory authority or similar regulatory or judicial authority or the TSXV, which order has not been rescinded, revoked or withdrawn;

(iv) there is an inquiry, action, investigation or other proceeding (whether formal or informal) commenced, announced or threatened or an order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation, the TSXV or any securities regulatory authority, in relation to the Corporation or any one of its officers or directors (except for any inquiry, action, suit, proceeding, investigation or order based upon activities of the Agent and not upon activities of the Corporation), which in the opinion of the Agent, acting reasonably, operates to prevent or materially restrict the distribution or trading of the Corporation’s Common Shares, which in the reasonable opinion of the Agent, materially and adversely affects or would be reasonably expected to materially and adversely affect the market price or value of the Common Shares or the distribution of the Debenture Units;

(v) there should develop, occur or come into effect or existence any event, action, state, or condition or any action, law or regulation, inquiry, including, without limitation, terrorism, accident, pandemic (including, but not limited to, any material escalation in the severity of the ongoing Israel/Hamas and/or Israel/Hezbollah conflict and and/or the Russian Federation’s invasion of Ukraine after the date hereof), natural disaster, public protest or major financial, political or economic occurrence of national or international consequence, or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of the Agent, seriously adversely affects or involves, or may seriously adversely affect or involve, the financial markets in Canada or the U.S. or the business, operations or affairs of the Corporation or marketability of the Debenture Units or the Common Shares;

(vi) such Agent is not satisfied in its sole discretion, acting reasonably, with its due diligence review and investigations in respect of the Corporation;

(vii) any condition shall remain outstanding and uncompleted at any time after the time which is it required to be completed or waived, or the Corporation is in breach of any representation, warranty or covenant contained in this Agreement; or

(viii) both Haywood and the Corporation mutually agree to terminate this Agreement.

(b) The rights of termination contained in this Section 10 as may be exercised by the Agents and are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. Any such termination shall not discharge or otherwise affect any obligations or liability of the Corporation provided herein or prejudice any other rights or remedies any party may have as a result of any breach, default or non-compliance by any other party. Notwithstanding the foregoing sentence, in the event of any such termination, there shall be no further liability on the part of the Agents to the Corporation or on the part of the Corporation to the Agents except in respect of any liability which may have arisen prior to or which may arise after such termination under Section 12 and Section 14.

Section 11. Alternative Transaction

In the event the Corporation withdraws from the Offering after the date of this Agreement and before the Closing Date, with the sole purpose of completing an Alternative Transaction (as hereinafter defined) (which transaction is completed within 18 months of the date of withdrawal from the Offering), the Corporation shall pay to the Agents promptly upon closing the Alternative Transaction a fee equal to the maximum amount of fees otherwise payable under this agreement calculated on the basis of the maximum offering of Debenture Units proposed hereunder. An "Alternative Transaction" means the issuance of securities of the Corporation or a business transaction, either of which involve a change in control of the Corporation, or any material subsidiary including a merger, amalgamation, arrangement, take-over bid supported by the board of directors of the Corporation, insider bid, reorganization, joint venture, sale of all or substantially all assets, exchange of assets or any similar transaction, excluding the Non-Brokered Private Placement or an issuance of securities pursuant to the exercise of securities of the Corporation outstanding on the date hereof or in connection with a bona fide acquisition by the Corporation (other than a direct or indirect acquisition, whether by way of one or more transactions, of an entity of all or substantially all of the assets of which are cash, marketable securities or financial in nature or an acquisition that is structured primarily to defeat the intent of this provision).

Section 12. Indemnification

The Corporation hereby agrees to indemnify and hold harmless the Agents, each of the associates and affiliates of the Agents and each of the officers, directors, employees, shareholders, partners, advisors and agents of the Agents and of each of the associates and affiliates of the Agents (such officers, directors, employees, shareholders, partners, advisors and agents are hereinafter collectively referred to as the "Personnel" and the Agents, the associates and affiliates of the Agents and the Personnel are collectively referred to as the "Indemnified Persons" and individually as an "Indemnified Person") from and against any and all expenses, costs, losses, claims, actions, payments, damages and liabilities (including the aggregate amount paid in settlement of any litigation, action, suit, proceeding, claim or investigation (each an "Action") and the reasonable fees and expenses of counsel that may be incurred in respect of receiving advice in connection with, or in investigating, defending or settling, any Action) of whatsoever nature or

kind, joint or several, to which any Indemnified Person may become subject or otherwise involved in any capacity under statute or common law or otherwise by reason of, in connection with, or insofar as such expense, cost, loss, claim, action, payment, damage or liability is caused by, results from, arises out of or is based upon, directly or indirectly, the engagement of the Agents hereunder, the provision of services by the Agents hereunder or otherwise in connection with any matter referred to in, or related to, this Agreement; provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall have determined that:

(a) the Indemnified Person has been grossly negligent or dishonest, has been guilty of willful misconduct or has committed a fraudulent act in the course of rendering such services or has materially breached this Agreement; and

(b) the expense, cost, loss, claim, action, payment, damage or liability in respect of which indemnification is claimed was directly caused or occasioned by the gross negligence, dishonesty, willful misconduct, fraud or material breach referred to in clause (a) above.

If for any reason (other than the occurrence of any of the events referred to in the clause above), the foregoing indemnification is unavailable to an Indemnified Person or, while available, is insufficient to hold such Indemnified Person harmless, then the Corporation shall contribute to the amount paid or payable by such Indemnified Person as a result of such expense, cost, loss, claim, action, payment, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Indemnified Person on the other hand but also the relative degrees of fault of the Corporation and the Indemnified Person, as well as any other relevant equitable considerations, provided that in any event the Corporation shall contribute to the amount paid or payable by the Indemnified Person as a result of such expense, cost, loss, claim, action, payment, damage or liability any excess of such amount over the amount of the fees actually received by the Indemnified Person from the Corporation hereunder. Subject to the exceptions outlined in (a) and (b) above, the Corporation hereby agrees that no Indemnified Person shall have any liability to the Corporation or any associate or affiliate thereof or to any of the officers, directors, holders of securities or creditors of the Corporation or of any associate or affiliate thereof in respect of any Action and hereby waives any right to contribution which the Corporation may have against any Indemnified Person from the Corporation. The Corporation hereby waives any right which the Corporation may have of first requiring any Indemnified Person to proceed or enforce any right, power, remedy or security or to claim payment from any other person before claiming under the indemnity contained in this Section 12.

In case any Action is brought against an Indemnified Person or an Indemnified Person has received notice of the commencement of any investigation in respect of which indemnity may be sought against the Corporation, the Indemnified Person will give the Corporation prompt written notice of any such Action of which the Indemnified Person has knowledge and the Corporation will undertake the investigation and defense thereof on behalf of the Indemnified Person, including the prompt employment of counsel acceptable to the Indemnified Persons affected and the payment of all expenses. The omission to so notify the Corporation shall not relieve the Corporation of any liability which the Corporation may have to any Indemnified Person hereunder provided that any such delay in or failure to give notice as herein required does not materially prejudice the defence of the Action and does not result in any material increase in the liability which the Corporation would otherwise have under the indemnity contained herein had the Indemnified Person not so delayed in giving, or failing to give, the notice herein required.

No admission of liability nor settlement, compromise or termination of any Action shall be made without the Corporation's consent and the consent of the Indemnified Persons affected; such consents not to be unreasonably withheld. Notwithstanding that the Corporation will undertake the investigation and defence of any Action, an Indemnified Person will have the right to employ separate counsel with respect to any

Action and participate in the defense thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Person unless:

(a) the payment of such expenses has been authorized in writing by the Corporation;

(b) the Corporation has not assumed the defense of the Action within a reasonable period of time after receiving notice of the Action;

(c) the named parties to any such Action include both the Corporation and the Indemnified Person and the Indemnified Person shall have been advised by counsel to the Indemnified Person in writing that there is a conflict of interest between the Corporation and the Indemnified Person; or

(d) there are one or more defenses available to the Indemnified Person which are different from or in addition to those available to the Corporation;

in which case such fees and expenses of such counsel to the Indemnified Person will be for the Corporation's account. The rights accorded to the Indemnified Persons hereunder shall be in addition to any rights an Indemnified Person may have at common law or otherwise.

The Corporation hereby acknowledges that Haywood acts as trustee for all of the other Indemnified Persons of the covenants and obligations of the Corporation contained in this Section 12 with respect to such Indemnified Persons and Haywood hereby accepts such trust and agrees to hold such covenants and obligations on behalf of itself and the other Indemnified Persons.

The indemnity and contribution obligations of the Corporation contained herein shall be in addition to, and not in substitution for, any liability which the Corporation may otherwise have, shall extend upon the same terms and conditions to all Indemnified Persons and shall be binding upon and enure to the benefit of the respective successors and assigns of the Corporation and of each of the Indemnified Persons, as the case may be.

The indemnity provided in this Section 12 shall not be limited to or otherwise affected by any other indemnity obtained from any other person in respect of any matter specified in this Agreement and shall continue in full force and effect until all possible liability arising out of the transactions contemplated by this Agreement has been extinguished by operation of law, provided, however that no Indemnified Person shall be entitled to "double recovery" in respect of any Action.

Section 13. Advertisements

The Corporation shall, at Haywood's (on behalf of the Agents) request, issue a press release announcing the Offering, include a reference to Haywood and its role in any such release or communication, and ensure that any press release concerning the Offering complies with applicable law, including U.S. Securities Law restrictions in respect of general solicitation, general advertising and directed selling efforts. If the Offering is successfully completed, the Corporation acknowledges and agrees that the Agents will be permitted to publish, at their own expense, public announcements or other communications relating to its services in connection with the Offering as it considers appropriate subject to compliance with applicable Securities Laws.

Section 14. Expenses

The Corporation will pay all expenses and fees in connection with the Offering, including, without limitation, all expenses of or incidental to the creation, issue, sale or distribution of the Debenture Units; the fees and expenses of the Corporation’s legal counsel; all costs incurred in connection with the preparation of documents relating to the Offering; and all expenses and fees incurred by the Agents which shall include the reasonable fees of the Agents’ legal counsel, subject to a maximum of $50,000 for the Agents’ Canadian counsel, and subject to a maximum of US$15,000 for the Agents’ US counsel, exclusive of disbursements and applicable taxes. All documented reasonable fees and expenses incurred by the Agents or on their behalf in connection with the Offering shall be payable by the Corporation as set forth in this Section 14 herein or immediately upon receiving an invoice therefor from Haywood and shall be payable whether or not the Offering is completed.

Section 15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. The parties irrevocably attorn to the jurisdiction of the courts of the Province of Alberta, which will have non-exclusive jurisdiction over any matter arising out of this Agreement.

Section 16. Survival of Warranties, Representations, Covenants and Agreements

Except as expressly set out herein, all warranties, representations, covenants and agreements of the Corporation and the Agents herein contained or contained in documents submitted or required to be submitted pursuant to this Agreement shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Agents or the Purchasers with respect thereto, shall continue in full force and effect for a period of three years following the Closing Date. For certainty, the provisions contained in this Agreement in any way related to the indemnification of the Agents by the Corporation or the contribution obligations of the Agents or those of the Corporation shall survive and continue in full force and effect, indefinitely, subject only to the applicable limitation period prescribed by law. In this regard, the Agents shall act as trustees for the Purchasers and accept these trusts and shall hold and enforce such rights on behalf of the Purchasers.

Section 17. Notices

All notices or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery or by facsimile delivered or electronic delivery to such other party as follows:

(i) to the Corporation at:

Bitcoin Well Inc.
Suite 203 – 10138 82nd Avenue NW
Edmonton, AB T6E 1Z4

Attention: Adam O’Brien, CEO
Email: REDACTED

with a copy (which shall not constitute notice hereunder) to:

Cozen O'Connor LLP
Bay Adelaide Centre – North Tower
Suite 2700 – 40 Temperance Street
Toronto, Ontario M5H 0B4

Attention: Alex Katznelson
Email: REDACTED

(ii) to the Agents, to:

Haywood Securities Inc.
181 Bay Street, Suite 2910
Toronto, Ontario M5J 2T3

Attention: Sean MacGillis
Email: REDACTED

Ventum Financial Corp.
181 Bay Street, Suite 2500
Toronto, Ontario M5J 2T3

Attention: Asad Said
Email: REDACTED

with a copy (which shall not constitute notice hereunder) to:

Bennett Jones LLP
3400 One First Canadian Place
Toronto, Ontario M5X 1A4

Attention: Marshall Eidinger
E-Mail: REDACTED

or at such other address or e-mail address as may be given by either of them to the other in writing from time to time. Each notice shall be personally delivered to the addressee or sent by electronic transmission to the addressee and: (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by electronic transmission shall be deemed to be given and received on the first Business Day following the day on which it is confirmed to have been sent.

Section 18. Severability and Enforceability

To the extent permitted by applicable law, the invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

Section 19. Public Announcements

Neither the Corporation, nor the Agents, shall make any public announcement in connection with the Offering, except if the other party has consented to such announcement or the announcement is required by applicable laws or stock exchange rules. In such event, the party proposing to make the announcement will provide the other party with a reasonable opportunity, in the circumstances, to review a draft of the proposed announcement and to provide comments thereon.

Section 20. Successors and Assigns

The terms and provisions of this Agreement will be binding upon and inure to the benefit of the Corporation and the Agents and their respective successors and assigns; provided that, except as otherwise provided in this Agreement, this Agreement will not be assignable by any party without the written consent of the others and any purported assignment without that consent will be invalid and of no force and effect.

Section 21. Entire Agreement; Time of the Essence

This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings with respect to the subject matter hereof, including without limitation the Engagement Letter.

Section 22. Further Assurances

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

Section 23. Other Agent Business

The Corporation acknowledges that the Agents and certain of its respective affiliates: (i) act as traders of, and dealers in, securities both as principal and on behalf of their clients and, as such, may have had, and may in the future have, long or short positions in the securities of the Corporation or related entities and, from time to time, may have executed or may execute transactions on behalf of such persons, (ii) may provide research or investment advice or portfolio management services to clients on investment matters, including the Corporation, (iii) may participate in securities transactions on a proprietary basis, including transactions in the Offering or other securities of the Corporation or related entities, and (iv) nothing in this Agreement shall restrict their ability to conduct business in the ordinary course and in compliance with applicable laws.

Section 24. No Fiduciary Duty

The Corporation acknowledges and agrees that all written and oral opinions, advice, analysis and materials provided by the Agents in connection with this agreement hereunder are intended solely for the Corporation's benefit and the Corporation's internal use only with respect to the Offering and the Corporation agrees that no such opinion, advice, analysis or material will be used for any other purpose whatsoever or reproduced, disseminated, quoted from or referred to in whole or in part at any time, in any manner or for any purpose, without the Agents' prior written consent in each specific instance. Any advice or opinions given by the Agents hereunder will be made subject to, and will be based upon, such assumptions, limitations, qualification and reservations as the Agents, in their sole judgement, deem necessary or prudent in the circumstances. The Agents shall act as independent contractors under this

agreement and not in any other capacity including as a fiduciary, and any duties arising out of this agreement shall be owed solely to the Corporation.

Section 25. Effective Date

This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

Section 26. Schedules

The following schedules are attached to this Agreement, which schedules are deemed to be incorporated into and form part of this Agreement:

Schedule “A” – TERMS AND CONDITIONS FOR UNITED STATES OFFERS AND SALES

Schedule “B” – LIST OF OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES

Section 27. Language

The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandées que la présente convention ainsi que tout avis, tout état de compte et tout autre document a été ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

Section 28. Counterparts and Electronic or Facsimile Copies

This Agreement may be executed in any number of counterparts and by facsimile or other electronic transmission (in PDF), each of which so executed will constitute an original and all of which taken together shall form one and the same agreement.

[Balance of Page Intentionally Left Blank]

If this offer accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Corporation please communicate your acceptance by executing where indicated below and returning one originally executed copy to the Agents.

HAYWOOD SECURITIES INC.

Per: Sean MacGillis
Name: Sean MacGillis
Title: Managing Director, Investment Banking

VENTUM FINANCIAL CORP.

Per: Asad Said
Name: Asad Said
Title: Managing Director, Investment Banking

[Signature page: Agency Agreement]

BITCOIN WELL INC.

Per: Adam O'Brien
Name: Adam O'Brien
Title: Chief Executive Officer

[Signature page: Agency Agreement]

SCHEDULE “A”

TERMS AND CONDITIONS FOR UNITED STATES OFFERS AND SALES

As used in this Schedule “A” and related exhibits, the following terms shall have the meanings indicated:

“Directed Selling Efforts” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S, which, without limiting the foregoing, but for greater clarity in this Schedule, includes, subject to the exclusions from the definition of “directed selling efforts” contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Debenture Units and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Debenture Units;

“General Solicitation” and “General Advertising” means “general solicitation” and “general advertising”, respectively, as used under Rule 502(c) of Regulation D, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the internet or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

“Offshore Transaction” means an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;

“Regulation M” means Regulation M adopted by the SEC under the U.S. Exchange Act;

“Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act;

“SEC” means the United States Securities and Exchange Commission;

“Securities” means the Debenture Units, Debentures, Warrants, Underlying Shares issuable upon conversion of the Debentures and upon exercise of the Compensation Options, and Warrant Shares issuable upon the exercise of the Warrants, the CF Fee Units, the Compensation Options and the Compensation Units issuable upon exercise of the Compensation Options;

“Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S; and

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

All other capitalized terms used but not otherwise defined in this Schedule “A” shall have the meanings assigned to them in the Agreement to which this Schedule “A” is attached and of which this Schedule “A” forms a part.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, acknowledges, covenants and agrees with the Agents that:

The Corporation is, and as of the Closing Date will be, a “foreign private issuer” as such term is defined in Rule 405 promulgated under the U.S. Securities Act and the Corporation reasonable

believes that at the commencement of the Offering there was and will be on the Closing Date no Substantial U.S. Market Interest in any securities in the same class of securities as the Securities.

The Corporation acknowledges that the Securities have not been registered under the U.S. Securities Act or any applicable securities laws of any state of the United States and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. Except with respect to sales of the Debenture Units by the Corporation to U.S. Purchasers solicited by the Agents through a U.S. Affiliate in reliance upon available exemptions from registration under the U.S. Securities Act and applicable securities laws of any state of the United States, neither the Corporation nor any of its affiliates, nor any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, or any Selling Firm, or any person acting on their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Debenture Units in the United States or to, or for the account or benefit of, U.S. Persons; or (B) any sale of Debenture Units unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, not a U.S. Person and not acting for the account or benefit of a U.S. Person, or (ii) the Corporation, its affiliates, and any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, or any Selling Firm, or any person acting on their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement) reasonably believe that the Purchaser is outside the United States, not a U.S. Person and not acting for the account or benefit of a U.S. Person.
Neither the Corporation nor any of its affiliates, nor any person acting on any of their behalf (other than the Agents, the U.S. Affiliate, or any Selling Firm, or any person acting on their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement), has engaged or will engage in any Directed Selling Efforts, or has taken or will take any action that would cause the exemption afforded by Section 4(a)(2) of the U.S. Securities Act or the exclusion afforded by Rule 903 of Regulation S, to be unavailable for offers and sales of the Debenture Units.
None of the Corporation, any of its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliate, or any Selling Firm, or any person acting on their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Debenture Units in the United States or to, or for the account or benefit of, U.S. Persons, by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with the offer and sale of the Debenture Units in the United States or to, or for the account or benefit of, U.S. Persons.
Neither the Corporation nor any person acting on behalf of the Corporation has, within six months prior to the commencement of the Offering, sold, offered for sale or solicited any offer to buy any of the Corporation's securities, and will not do so for a period of six months following the completion of this Offering, in a manner that would be integrated with the offer and sale of the Debenture Units and would cause the exemption from registration under Section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Debenture Units.
The Corporation will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable securities laws of any state of the United States in connection with the offering of the Debenture Units in the United States.

None of the Corporation, its affiliates or any person acting on its or their behalf (other than the Agents, the U.S. Affiliates, or any Selling Firm, or any person acting on their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement) will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the conversion of Debentures into Underlying Shares, and (ii) pay or give any commission or other remuneration, directly or indirectly, for soliciting the conversion of Debentures into Underlying Shares within the meaning of Section 3(a)(9) of the U.S. Securities Act.

Representations, Warranties and Covenants of the Agents

The Agents represent, warrant and covenant to and with the Corporation that:

The Securities have not been registered under the U.S. Securities Act or any applicable securities laws of any state of the United States and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. It has not offered for sale by the Corporation, and will not offer for sale by the Corporation, any Debenture Units except: (a) Debenture Units in an Offshore Transaction in accordance with Rule 903 of Regulation S; or (b) Debenture Units to U.S. Purchasers, that are Accredited Investors, in transactions that are exempt from the registration requirements of the U.S. Securities Act in compliance with available exemptions thereunder and in compliance with any applicable securities laws of any state of the United States, as provided in this Schedule "A" and the Agreement to which it is annexed. Accordingly, neither the Agents, their U.S. Affiliates nor any of their affiliates nor any persons acting on behalf of any of them, has made or will make (except as permitted hereby) any: (x) offer to sell or any solicitation of an offer to buy, any Debenture Units in the United States or to, or for the account or benefit of, U.S. Persons; (y) arrangement for any sale of Debenture Units to any purchaser unless, at the time the buy order was or will have been originated, the purchaser (i) has certified to the Agents that it was outside the United States, not a U.S. Person and not acting for the account or benefit of a U.S. Person, and (ii) has agreed to only resale such securities in accordance with Regulation S under the U.S. Securities Act, in accordance with registration under the U.S. Securities Act or an exemption from such registration requirements, or (z) Directed Selling Efforts.
Neither the Agents, their U.S. Affiliates nor any of their affiliates either directly or through a person acting on its or their behalf has taken or will take any action that would constitute a violation of Regulation M in connection with the offer and sale of the Debenture Units.
All sales of Debenture Units will be made pursuant to Section 4(a)(2) of the U.S. Securities Act directly by the Corporation.
The Agents have not entered and will not enter into any contractual arrangement with respect to the distribution of the Debenture Units, except with their U.S. Affiliates, any Selling Firm or with the prior written consent of the Corporation. It shall require their U.S. Affiliates and each Selling Firm agree, for the benefit of the Corporation, to comply with, and shall use its reasonable best efforts to ensure that their U.S. Affiliates and each Selling Firm complies with, the provisions of this Schedule applicable to the Agents as if such provisions applied directly to their U.S. Affiliates and such Selling Firms.
All offers to sell and solicitations of offers to purchase Debenture Units in the United States or to, or for the account or benefit of, U.S. Persons, shall be solicited and arranged by each Agent through their U.S. Affiliates, which on the dates of such offers and subsequent sales by the Corporation was

and will be duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable securities laws of any state of the United States (unless exempted therefrom) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. in accordance with all applicable United States state and federal securities (including broker-dealer) laws. Each U.S. Affiliate will arrange for all offers of Debenture Units for sale by the Corporation in compliance with all applicable United States federal and state broker-dealer requirements and this Schedule "A" and the Agreement to which it is annexed.

The Agents and their U.S. Affiliates and their respective affiliates, either directly or through a person acting on behalf of any of them, have not solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Debenture Units in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with the offer and sale of the Securities in the United States or to, or for the account or benefit of, U.S. Persons.
Any offer, or solicitation of an offer to buy, Debenture Units that has been made or will be made in the United States or to, or for the account or benefit of, U.S. Persons, was or will be made only to Accredited Investors.
Immediately prior to soliciting any person in the United States or person purchasing for the account or benefit of, a U.S. Person, the Agents, the U.S. Affiliate, their respective affiliates, and any person acting on behalf of any of them, had reasonable grounds to believe and did believe that each such offeree was an Accredited Investor, and at the time of completion of each sale by the Corporation to a person in the United States, to a U.S. Person or a person purchasing for the account or benefit of, a U.S. Person, the Agents, the U.S. Affiliate, their respective affiliates, and any person acting on behalf of any of them will have reasonable grounds to believe and will believe, that each such purchaser is an Accredited Investor.
Each offeree in the United States, that is a U.S. Person or is purchasing for the account or benefit of a U.S. Person has been or will be provided by the Agents through their U.S. Affiliates, with a copy of the Subscription Agreement and each purchaser in the United States, that is a U.S. Person or is purchasing for the account or benefit of a U.S. Person will have received at or prior to the time of purchase of any Debenture Units the Subscription Agreement and the Agents agree that they have not and will not use any written material other than such documents in connection therewith.
Prior to soliciting such offerees and to the completion of any sale of Debenture Units to persons in the United States, U.S. Persons or persons purchasing for the account or benefit of U.S. Persons, each such purchaser will be informed that the Securities have not been registered under the U.S. Securities Act or any applicable securities laws of any state of the United States and are being offered to such purchaser in reliance on an exemption from the registration requirements of the U.S. Securities Act and in accordance with exemptions from any applicable securities laws of any state of the United States.
Prior to completion of any sale of Debenture Units in the United States or to, or for the account or benefit of, any person in the United States, each such purchaser will have completed a Subscription Agreement.
The Agents and their U.S. Affiliates acknowledge that until 40 days after the commencement of the Offering, an offer or sale of Debenture Units within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities

Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirements of the U.S. Securities Act.

At the Closing, the Agents and their U.S. Affiliates that has offered or solicited offers of Debenture Units in the United States or to, or for the account or benefit of, U.S. Persons, will provide a certificate, substantially in the form of Exhibit I, relating to the manner of the offer and sale of the Debenture Units in the United States or to, or for the account or benefit of, U.S. Persons, or will be deemed to represent and warrant that it did not make any offers or solicitations to purchase Debenture Units in the United States or to, or for the account or benefit of, U.S. Persons.

EXHIBIT I TO SCHEDULE “A” (TERMS AND CONDITIONS OF U.S. SALES)

AGENT'S CERTIFICATE

In connection with the offer for sale in the United States or to, or for the account or benefit of, U.S. Persons, of Debenture Units (the "Debenture Units") of Bitcoin Well Inc., a corporation incorporated under the laws of Canada (the "Corporation"), pursuant to an agency agreement (the "Agency Agreement") dated December 30, 2024 between the Corporation and the Agents named in the Agency Agreement, the Agents and the U.S. Affiliate (as defined in the Agency Agreement) hereby certify as follows:

(i) on the date hereof and on the date of each offer, solicitation of an offer and sale of Debenture Units in the United States or to, or for the account or benefit of, U.S. Persons, the U.S. Affiliate is and was: (A) a duly registered broker-dealer with the United States Securities and Exchange Commission and under the laws of each state where offers and sales of Debenture Units were made (unless exempted therefrom); and (B) a member of and in good standing with the Financial Industry Regulatory Authority, Inc.;

(ii) all solicitations of offers and offers of Debenture Units for sale by the Corporation in the United States or to, or for the account or benefit of, U.S. Persons, have been and will be effected and arranged by the U.S. Affiliate in accordance with all applicable U.S. federal and state laws and regulation (including, without limitation, laws and regulation with respect to the registration and conduct of broker-dealers);

(iii) immediately prior to offering or soliciting offers for the Debenture Units in the United States or to, or for the account or benefit of U.S. Persons, the U.S. Affiliate had reasonable grounds to believe and did believe that each offeree was an Accredited Investor (as defined in the Agency Agreement), and, on the date thereof, the U.S. Affiliate continues to believe that each person purchasing Debenture Units from the Corporation in the United States or to, or for the account or benefit of, U.S. Persons, is an Accredited Investor;

(iv) no form of "general solicitation" or "general advertising" (as those terms are used in Regulation D under the U.S. Securities Act of 1933, as amended) was used by the U.S. Affiliate, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the internet or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act of 1933, as amended, in connection with the offer or sale of the Debenture Units in the United States or to, or for the account or benefit of, U.S. Persons; and

(v) the offers and solicitations of offers of the Debenture Units by the U.S. Affiliate have been conducted in accordance with the terms of the Agency Agreement.

[signature page follows]

Terms used in this certificate have the meanings given to them in the Agency Agreement unless otherwise defined herein.

Dated this _ day of _, 2024.

HAYWOOD SECURITIES INC.
[INSERT NAME OF U.S. AFFILIATE]

By: _____
Name: _____
Title: _______

SCHEDULE “B”

LIST OF OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES

This is Schedule “B” to the Agency Agreement dated December 30, 2024 between Bitcoin Well Inc., Haywood Securities Inc. and Ventum Financial Corp.

A. Options

Issuance Date	Number of Options (each exercisable to acquire one Common Share)	Expiry Date	Exercise Price
July 24, 2020	280,380	July 23, 2025	$0.05
February 12, 2021	150,000	February 12, 2026	$0.20
February 12, 2021	200,000	February 12, 2026	$0.30
September 8, 2021	294,117	July 31, 2025	$0.34
September 20, 2021	91,553	September 30, 2026	$0.31
January 4, 2022	896,278	January 3, 2027	$0.18
January 4, 2022	239,490	January 3, 2027	$0.05
August 12, 2022	2,929,881	August 11, 2027	$0.07
August 12, 2022	195,325	August 11, 2027	$0.05
September 19, 2022	1,523,752	September 18, 2027	$0.05
February 28, 2024	8,150,000	December 31, 2025	$0.14
April 15, 2024	500,000	April 15, 2026	$0.12
Total:	15,450,776

B. Warrants

Issuance Date	Number of Warrants (each exercisable to acquire one Common Share)	Expiry Date	Exercise Price
September 2023	23,291,985	September 1, 2026	$0.18
August 2023	6,140,000	September 7, 2028	$0.05
March 2024	7,785,287	March 22, 2027	$0.275
Total:	37,217,272

C. Convertible Debentures

Issuance Date	Principal Amount	Maturity Date	Conversion Price
February 2023	$4,100,000	May 1, 2028	$0.25
February 2023	$227,680	February 16, 2026	$0.15
February 2023	$500,000	February 16, 2026	$0.15
March 2023	$393,055	March 26, 2026	$0.15
Total:	$5,220,735