Bitcoin Well — Share Issue/Capital Change 2025

May 8, 2025

Form 51-102F3
Material Change Report

Item 1. Name and Address of Company
Bitcoin Well Inc. (the “Company”)
10142 82 Avenue NW
Edmonton, Alberta, Canada T6E 1Z4

Item 2. Date of Material Change
May 8, 2025

Item 3. News Release
A news release was issued by the Company on April 10, 2025, and filed on SEDAR+.

Item 4. Summary of Material Change
The Company entered into the use of bitcoin amending agreements and convertible debenture amending agreements (collectively the “Agreements”) on September 1, 2024, with several lenders (the “Creditors”). The Company was indebted to the Creditors in the total amount of C$139,817 as of March 31, 2025 (the “Outstanding Debt”). On April 10, 2025, the Company elected to settle the Outstanding Debt by the issuance of common shares in the capital of the Company (the “Shares”) to the Creditors. A director, through a wholly owned subsidiary, participated in the Debt Settlement (as defined below), which resulted in a related party transaction. On May 8, 2025, the Shares were issued to settle the Outstanding Debt.

Item 5.1 Full Description of Material Change
Description of Material Change(s)
The Company entered into the Agreements with the Creditors on September 1, 2024. Pursuant to the Agreements, the Company was indebted to the Creditors for Outstanding Debt, arising from interest accrued under the Agreements.

On April 10, 2025, the Company elected to settle $104,155 of the Outstanding Debt by issuing 801,190 Shares at a deemed price of $0.13 per Share and settled $35,662 of the Outstanding Debt by issuing 342,903 Shares at a deemed price of $0.104 per Share (the “Debt Settlement”). The Debt Settlement remains subject to TSX Venture Exchange approval. All Shares issued in satisfaction of the Outstanding Debt are subject to a statutory hold period of four months plus one day.

The Company received the final approval from the TSX Venture Exchange on May 7, 2025, and a total of 1,144,093 Shares were issued to the Creditors on May 8, 2025, in full satisfaction of the Outstanding Debt.

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MI 61-101 Requirements

A director of the Company (the “Related Party”) participated in the Debt Settlement through a wholly owned subsidiary. The participation is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The following supplementary information is provided in accordance with Section 5.2 of MI 61-101.

a) Description of the transaction and its material terms

See above for a description of the Debt Settlement.

b) Purpose and business reasons for the transaction:

The purpose of the Debt Settlement was to settle the debt owed by the Company. The Debt Settlement allowed the Company reduce its liabilities while preserving its cash for general working capital and corporate expenditures of the Company.

c) The anticipation effect of the transaction:

The Company does not anticipate any material effect on the Company’s business and affairs.

d) Description of:

i. The interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

The Related Party was issued 227,784 Shares in settlement of $29,612 worth of Interest.

ii. The anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person referred to in sub-paragraph (i) for which there would be a material change in that percentage:

Prior to the Debt Settlement, the Related Party, directly and indirectly, exercises control over 16,017,494 Shares, 13,297,737 common share purchase warrants, 961,876 options and convertible debentures in the principal amount of $5.0 million convertible into 20,313,043 Shares, representing an aggregate of 50,590,150 Shares on a partially diluted basis and approximately 19.86% of the issued and outstanding Shares on a partially-diluted basis.

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As a result of the Debt Settlement, the Related Party, directly and indirectly, exercises control over 16,245,278 Shares, 13,297,737 common share purchase warrants, 961,876 options and convertible debentures in the principal amount of $5.0 million convertible into 20,313,043 Shares, representing an aggregate of 50,817,934 Shares on a partially diluted basis and approximately 19.95% of the issued and outstanding Shares on a partially-diluted basis.

e) Review and approval process:

The board of directors reviewed and approved the Debt Settlement. The Related Party, being an interested director, abstained from voting on the resolution to approve the Debt Settlement. A special committee was not established in connection with the approval of the Debt Settlement. No materially contrary view or abstention was expressed or made by any of the remaining director.

f) Summary of the formal valuation:

Not applicable.

g) Disclosure of every prior related valuation:

i. That has been made in the 24 months before the date of the material change report:

Not applicable.

ii. The existence of which is known, after reasonable inquiry, to the Issuer or to any director or senior officer of the Issuer:

Not applicable.

h) General nature and material terms of any agreement between Issuer or a related party of the Issuer, with an interested party or joint actor with an interested party, in connection with the transaction:

There are no other agreements in connection with the Debt Settlement between the Company and any related party or joint actor with an interested party.

i) Disclosure of the formal valuation and minority approval exemptions, if any:

The participation by the Related Party in the Debt Settlement is exempted from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it will involve

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interested parties, is expected to exceed 25% of the Company's market capitalization (as determined under MI 61-101).

The Company did not file a material change report more than 21 days before the expected closing of the Debt Settlement as the details of the Debt Settlement and the participation therein by the Related Party were not settled until shortly prior to the closing of the Debt Settlement and the Company wished to complete the Debt Settlement on an expedited basis for sound business reasons.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not Applicable

Item 7. Omitted Information

Not Applicable.

Item 8. Executive Officer

For further information, contact:

Adam O'Brien, Founder and CEO

Telephone Number: 1 888 711 3866

Email: ir@bitcoinwell.com

Item 9. Date of Report

May 8, 2025