Bitcoin Well — Proxy Solicitation & Information Statement 2022

May 17, 2022

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Notice of Availability of Proxy Materials for Bitcoin Well Inc. Annual General Meeting of Shareholders

Meeting Date and Time: June 16, 2022 at 11:00am (Edmonton time)

Location: Virtual meeting by way of Zoom meeting at Bitcoin Well Inc. virtual AGM (Meeting ID: 963 9905 7125; Passcode: Xzziq9 (case sensitive))

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Common Shares ”) of Bitcoin Well Inc. (the “ Corporation ”) will be held in a virtual-only format by way of Zoom meeting at 11:00 a.m. (Edmonton time) on Thursday June 16, 2022.

Please be advised that the management information circular (the “ Information Circular ”) and other proxy materials (together with the Information Circular, the “ Materials ”) for the Meeting are available for viewing and downloading online. This document provides an overview of these Materials, but you are reminded to access and review the information circular and other Materials available online prior to voting. These Materials are available at:

bitcoinwell.com/investors/

OR

www.sedar.com

Obtaining Paper Copies of the Proxy Materials

We have elected to use notice-and-access to deliver the Materials. Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy materials on SEDAR and on one additional website, rather than mailing paper copies. The use of notice-and-access is more environmentally friendly as it helps reduce paper use.

Securityholders may request to receive paper copies of the Materials related to the above referenced Meeting by mail at no cost. Requests for paper copies must be received by June 3, 2022 in order to receive the paper copy in advance of the Meeting. Shareholders may request to receive a paper copy of the Materials for up to one year from the date the Materials were filed on www.sedar.com.

For more information regarding notice-and-access or to obtain a paper copy of the Materials you may contact our transfer agent, Odyssey Trust Company, via www.odysseycontact.com or by phone at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America).

Notice of Meeting

The resolutions to be voted on at the Meeting, described in detail in the Management Information Circular, are as follows:

1. to fix the number of directors to be elected at the Meeting at six (6), as more fully described in the section of the Information Circular entitled “Fixing the Number of Directors”;

2. to elect the board of directors of the Corporation (the “ Board ”) to hold office until the next annual meeting of Shareholders or until their successors are duly elected or appointed, as more fully described in the section of the Information Circular entitled “Fixing the Number of Directors”;

3. to approve the appointment of Kingston Ross Pasnak LLP as auditors of the Corporation for the ensuing year at such remuneration as may be determined by the Board, as more fully described in the section of the Information Circular entitled “Appointment of Auditors”; and

4. to consider, and if thought fit, to pass an ordinary resolution approving certain amendments to the Corporation’s rolling stock option plan, as more fully described in the section of the Information Circular entitled “Approval of Amended Stock Option Plan”.

Voting

To vote your securities, please refer to the instructions on the enclosed proxy or voting instruction form. Your proxy or voting instruction form must be received by June 14, 2022.

Stratifcation

We are providing paper copies of the Information Circular only to those registered shareholders and beneficial shareholders that have previously requested to receive paper materials.

Annual Financial Statements

We are providing paper copies or emailing electronic copies of the annual financial statements to registered shareholders and beneficial shareholders that have opted to receive annual financial statements and have indicated a preference for either delivery method.