No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus supplement, together with the short form base shelf prospectus dated March 6, 2025 to which it relates, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference herein or therein, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. See "Plan of Distribution".

Information has been incorporated by reference in this prospectus supplement, and in the accompanying short form base shelf prospectus dated March 6, 2025 to which it relates from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Bitcoin Well Inc. at #203, 10138 82 Avenue, Edmonton, Alberta T6E 1Z4 (telephone 1 (888) 711-3866) and are also available electronically at www.sedarplus.ca.

The securities offered under this prospectus supplement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States of America (the "United States" or "U.S."), and may not be offered or sold within the United States. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. See "Plan of Distribution".

PROSPECTUS SUPPLEMENT

To a Short Form Base Shelf Prospectus dated March 6, 2025

NEW ISSUE
March 28, 2025

BITCOIN WELL

BITCOIN WELL INC.

Up to C$5,000,000 of Common Shares

This prospectus supplement (the "Prospectus Supplement") of Bitcoin Well Inc. (the "Company", "Bitcoin Well", "we" or "our"), together with the short form base shelf prospectus of the Company dated March 6, 2025 (the "Shelf Prospectus"), qualifies the distribution of common shares (the "Offered Shares") of Bitcoin Well, having an aggregate offering price of up to C$5,000,000 (the "Offering"). See "Plan of Distribution".

The common shares of the Company (the "Common Shares") are listed on the TSX Venture Exchange (the "TSXV") under the symbol "BTCW" and the OTCQB® (the "OTCQB") under the symbol "BCNWF". On March 27, 2025, the last trading day before the date of this Prospectus Supplement, the closing trading price of the Common Shares was C$0.14 per Common Share on the TSXV and US$0.09595 per Common Share on the OTCQB.

Bitcoin Well has entered into an equity distribution agreement dated March 28, 2025 (the "Distribution Agreement") with Haywood Securities Inc., as sole agent (the "Agent"), pursuant to which Bitcoin Well may distribute Offered Shares from time to time through the Agent, as agent or as principal for the distribution of the Offered Shares, in accordance with the terms of the Distribution Agreement. See "Plan of Distribution".

Sales of the Offered Shares, if any, under this Prospectus Supplement and the accompanying Shelf Prospectus will be made at market prices by any method that is deemed to be an "at-the-market distribution" (an "ATM Distribution") as defined in National Instrument 44-102 – Shelf Distributions ("NI 44-102"), involving sales made directly on the TSXV. Upon delivery of a placement notice by the Company, if any, the Agent may sell the Offered Shares in Canada only, including, without limitation, sales made directly on the TSXV or any other recognized marketplace upon which the Common Shares are listed or quoted or where the Common Shares are traded in Canada. No Offered Shares will be offered or sold in the United States. The Agent is not required to sell any specific number or dollar amount of Common Shares but will use their commercially reasonable efforts, consistent with their normal sales and trading practices, to sell the Offered Shares under the terms and conditions of the Distribution Agreement. Subject to pricing parameters in a placement

notice, the Offered Shares will be distributed at the market price prevailing at the time of sale. In this Offering, prices may vary as between purchasers and during the period of distribution. There is no minimum amount of funds that must be raised under the Offering. This means that the Offering may terminate after only raising a small portion of the offering amount set out above, or none at all. An investor will not be entitled to a return of its investment if only a portion of the disclosed maximum offering amount set out above is in fact raised. See “Plan of Distribution”.

Bitcoin Well will pay the Agent up to 3.0% of the gross proceeds from the sale of the Offered Shares pursuant to the Distribution Agreement (the “Commission”). In addition, the Company has agreed to reimburse certain expenses of the Agent in connection with the Distribution Agreement. See “Plan of Distribution” for a description of compensation payable to the Agent.

The net proceeds that Bitcoin Well will receive from sales of the Offered Shares will vary depending on the number of Offered Shares actually sold and the offering price for such Offered Shares, but will not exceed C$5,000,000 in the aggregate, less expenses and any compensation payable to the Agent as described under “Plan of Distribution”. See “Use of Proceeds” for how the net proceeds, if any, from sales under this Prospectus Supplement will be used.

It is anticipated that the Offered Shares will be delivered through CDS Clearing and Depository Services Inc. (“CDS”) or its nominee under its CDSX system and deposited in electronic form. A purchaser of Offered Shares will only receive a customer confirmation from the Agent or another registered dealer from or through which the Offered Shares are purchased and who is a CDS depository service participant. No definitive certificates will be issued unless specifically requested or required. See “Plan of Distribution”.

Neither the Agent, nor any person or company acting jointly or in concert with the Agent, may, in connection with the distribution of Offered Shares pursuant to the ATM Distribution, enter into any transaction that is intended to stabilize or maintain the market price of the securities or securities of the same class as the securities distributed under this Prospectus Supplement, including selling an aggregate number or principal amount of securities that would result in the Agent creating an over-allocation position in the securities.

An investment in the Offered Shares is highly speculative and involves significant risks that you should consider before purchasing such Offered Shares. You should carefully review the “Risk Factors” section of this Prospectus Supplement, the Shelf Prospectus and the documents incorporated by reference herein and therein as well as the information under the heading “Cautionary Note Regarding Forward-Looking Information”.

Purchasers of the Offered Shares should be aware that the acquisition of the Offered Shares may have tax consequences in Canada. Such consequences for purchasers who are resident in, or citizens of Canada may not be described fully herein. Prospective purchasers are advised to consult their own tax advisors regarding the application of Canadian federal income tax laws to their particular circumstances, as well as any other provincial, foreign and other tax consequences of acquiring, holding or disposing of the Offered Shares and related securities. See “Certain Canadian Federal Income Tax Considerations”.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR CANADIAN SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED HEREBY, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Our head office is located at #203, 10138 82 Avenue, Edmonton, Alberta T6E 1Z4 and the registered office is located at 10175-101 Street NW, Suite 1700, Edmonton, Alberta, T5J 0H3.

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process. Mr. Mitchell Demeter, a director of the Company, resides outside of Canada and has appointed Cozen O'Connor LLP as his agent for service of process. See “Agent for Service of Process”.

All references in this Prospectus Supplement to “dollars”, “C$”, or “$” are to Canadian dollars, unless otherwise stated. References to “US$” or “US dollars” are to United States dollars.

Prospective investors should rely only on the information contained in or incorporated by reference into this Prospectus Supplement and the Shelf Prospectus. Neither the Company nor the Agent has authorized anyone to provide prospective investors with different or additional information. Information contained on the Company's website shall not be deemed to be a part of this Prospectus Supplement or the Shelf Prospectus or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Offered Shares. Neither the Company nor the Agent is making an offer of the Offered Shares in any jurisdiction where such offer is not permitted. A prospective investor should assume that the information appearing in this Prospectus Supplement or the Shelf Prospectus is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference herein or therein is accurate only as of the date of that document unless specified otherwise. The Company's business, financial condition, results of operations and prospects may have changed since the date of this Prospectus Supplement.

iii

TABLE OF CONTENTS OF THE PROSPECTUS SUPPLEMENT

Page

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT 1
FINANCIAL INFORMATION 1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 1
CURRENCY AND EXCHANGE RATE INFORMATION 5
DOCUMENTS INCORPORATED BY REFERENCE 5
THE COMPANY 6
RISK FACTORS 7
CONSOLIDATED CAPITALIZATION 9
DESCRIPTION OF SECURITIES BEING DISTRIBUTED 9
USE OF PROCEEDS 10
PRIOR SALES 10
PRICE RANGE AND TRADING VOLUME 11
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 12
PLAN OF DISTRIBUTION 15
MATERIAL CONTRACTS 17
AGENT FOR SERVICE OF PROCESS 18
LEGAL MATTERS AND INTEREST OF EXPERTS 18
EXEMPTION FROM NATIONAL INSTRUMENT 44-101 18
AUDITORS, REGISTRAR AND TRANSFER AGENT 18
STATUTORY RIGHTS OF WITHDRAWAL AND RECISSION 18
ELIGIBILITY FOR INVESTMENT 19
CERTIFICATE OF THE COMPANY C-1
CERTIFICATE OF THE PROMOTER C-2
CERTIFICATE OF THE AGENT C-3

TABLE OF CONTENTS OF THE SHELF PROSPECTUS

SHORT FORM BASE SHELF PROSPECTUS 1
ABOUT THIS PROSPECTUS 5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 5
DOCUMENTS INCORPORATED BY REFERENCE 8
SUMMARY DESCRIPTION OF BUSINESS 10
RISK FACTORS 12
USE OF PROCEEDS 16
PRIOR SALES 16
MARKET FOR SECURITIES 16
SELLING SECURITYHOLDERS 16
DIVIDEND POLICY 17
CONSOLIDATED CAPITALIZATION 17
EARNINGS COVERAGE RATIO 17
DESCRIPTION OF SHARE CAPITAL 17
DESCRIPTION OF SECURITIES OFFERED UNDER THIS PROSPECTUS 19
PLAN OF DISTRIBUTION 25
CERTAIN INCOME TAX CONSIDERATIONS 26
LEGAL MATTERS 26
EXEMPTION 26
AUDITOR, TRANSFER AGENT AND REGISTRAR 26
ENFORCEMENT OF JUDGMENTS AGAINTS FOREIN PERSONS OR COMPANIES 27
PURCHASERS' STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION 27
CERTIFICATE OF BITCOIN WELL INC. C-1
CERTIFICATE OF THE PROMOTER C-2

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this Prospectus Supplement, which describes the terms of the Offered Shares being offered. The second part is the Shelf Prospectus, which gives more general information, some of which may not apply to the Offering. This Prospectus Supplement is deemed to be incorporated by reference into the Shelf Prospectus solely for the purpose of the Offering of the Offered Shares under this Prospectus Supplement. Other documents are also incorporated, or are deemed to be incorporated by reference, into the Shelf Prospectus and reference should be made to the Shelf Prospectus for full particulars thereof.

Neither the Company nor the Agent has authorized anyone to provide readers with information different from that contained in this Prospectus Supplement and the accompanying Shelf Prospectus (or incorporated by reference herein or therein). The Company takes no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give readers of this Prospectus Supplement and the accompanying Shelf Prospectus. If the description of the Offered Shares or any other information varies between this Prospectus Supplement and the accompanying Shelf Prospectus (including the documents incorporated by reference herein and therein), you should rely on the information in this Prospectus Supplement. The Offered Shares are not being offered in any jurisdiction where the offer or sale is not permitted.

Readers should not assume that the information contained or incorporated by reference in this Prospectus Supplement and the accompanying Shelf Prospectus is accurate as of any date other than the date of this Prospectus Supplement and the accompanying Shelf Prospectus or the respective dates of the documents incorporated by reference herein or therein, unless otherwise noted herein or as required by law. It should be assumed that the information appearing in this Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated by reference herein and therein are accurate only as of their respective dates. The business, financial condition, results of operations and prospects of the Company may have changed since those dates.

Market data and certain industry forecasts used in this Prospectus Supplement and the Shelf Prospectus and the documents incorporated by reference herein and therein were obtained from market research, publicly available information and industry publications. The Company believes that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. The Company has not independently verified such information, and it does not make any representations as to the accuracy of such information.

This Prospectus Supplement shall not be used by anyone for any purpose other than in connection with the Offering. The Company does not undertake to update the information contained or incorporated by reference herein or in the Shelf Prospectus, except as required by applicable securities laws. Information contained on, or otherwise accessed through, the Company's website shall not be deemed to be a part of this Prospectus Supplement or the accompanying Shelf Prospectus and such information is not incorporated by reference herein or therein.

This Prospectus Supplement shall not be used by anyone for any purpose other than in connection with the Offering.

In this Prospectus Supplement and the accompanying Shelf Prospectus, unless the context otherwise requires, references to "we", "us", "our" or similar terms, as well as references to "Bitcoin Well" or the "Company", refer to Bitcoin Well Inc. together, where context requires, with our subsidiaries and affiliates.

FINANCIAL INFORMATION

Unless otherwise indicated, all financial information included and incorporated by reference in this Prospectus Supplement and the Shelf Prospectus are determined using International Financial Reporting Standards, which differs from United States generally accepted accounting principles.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus Supplement and the Shelf Prospectus, including the documents incorporated by reference herein, contain "forward-looking information" or "forward-looking statements" within the meaning of applicable securities legislation (collectively, "forward-looking statements"). Forward-looking statements include statements that may relate to our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing and other information that is not historical information. These statements appear in a number of different places in this Prospectus Supplement and can often be identified by words such as "anticipates", "estimates", "projects", "expects", "intends", "believes", "plans", "will", "could", "may", or their negatives or other

comparable words. Such forward-looking statements are necessarily based on estimates and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements.

Forward-looking statements in this Prospectus Supplement, including the documentation incorporated by reference herein, include, but are not limited to, statements relating to:

our intended use of net proceeds from the Offering;
the actual number of securities that will be issued, if any, pursuant to the Offering;
the liquidity and market price of the Common Shares;
our expectations regarding the sufficiency of our capital resources and requirements for additional capital;
risks related to the decrease of the market price of the Common Shares if our shareholders sell substantial amounts of Common Shares;
future sales or issuances of equity securities diluting voting power and reducing future earnings per share;
requirements for, and the ability to obtain, future funding on favourable terms or at all;
business strategy;
expected future loss and accumulated deficit levels;
projected financial position and estimated cash burn rate;
expectations about the timing of achieving milestones and the cost of our development programs;
our estimates of the size and characteristics of the potential markets for our product candidates;
our outlook on the cryptocurrency and digital assets industry;
the future global size of the cryptocurrency market;
the prominence and security of bitcoin;
our ability to complete requested transactions;
uses of cryptocurrency and digital assets;
Bitcoin Well’s litigation matters;
certain agreements that Bitcoin Well has entered into;
the expected value of bitcoin and other digital assets;
drivers for market growth in the cryptocurrency industry and bitcoin market trends;
laws and regulations relating to cryptocurrencies and digital assets;
Bitcoin Well being subject to certain regulatory regimes and compliance thereof;
the business objectives, strategies and milestones of the Company pertaining to, but not limited to, buying and selling bitcoin and enabling independence;
the Company’s ability to obtain licenses and permits; the Company growing its market presence; and
our strategy and ability with respect to the protection of our intellectual property.

Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant medical, scientific, business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. In making the forward- looking statements included in this Prospectus Supplement, we have made various material assumptions. Such assumptions include, among others, those relating to:

general economic conditions;
the legislative and regulatory environment of the cryptocurrency industry;
the impact of increasing competition;
the ability to obtain regulatory and shareholder approvals;
the Company’s ability to successfully acquire and maintain required regulatory licences and qualifications;
prices of cryptocurrencies;
the emerging digital currency and cryptocurrency markets and sectors;
the Company’s ability to maintain good business relationships;
the Company’s ability to manage and integrate acquisitions;
the Company’s ability to raise sufficient debt or equity financing to support the Company’s continued growth;

the technology, proprietary and non-proprietary software, data and intellectual property of the Company and third parties in the digital currencies and digital asset sector being reliable to conduct the Company’s business;
the Company not suffering a material impact or disruption from a cybersecurity incident, cyber-attack or theft of digital assets;
continued growth in usage of cryptocurrency for various applications;
continued development of a stable public infrastructure, with the necessary speed, data capacity and security required to operate blockchain networks;
the Company’s ability to maintain the listing of its Common Shares on the TSXV;
the absence of adverse regulations or laws;
the absence of material changes in the legislative, regulatory or operating framework for the Company’s existing and anticipated business; and
future demand for and prices of cryptocurrencies.

In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors, including the risks outlined herein under the heading “Risk Factors” and in the documents incorporated by reference herein and, if applicable, in any accompanying prospectus supplement filed relating to a specific offering or sale. Certain risks and uncertainties that could cause such actual events or results expressed or implied by such forward-looking statements and information to differ materially from any future events or results expressed or implied by such statements and information include, but are not limited to, the risks and uncertainties related to:

the absence of a minimum amount of net proceeds to the Company from the Offering;
the uncertainty regarding the number of Common Shares to be sold under the Offering;
the sale of the Offered Shares through “at-the-market” offerings, resulting in investors potentially purchasing Offered Shares at varying prices;
the lack of any guarantee that the Offered Shares will generate a positive return in the short term or long term;
international conflict;
additional requirements for capital;
use of funds;
competition;
approvals, licenses and permits;
global financial conditions;
reliance on customers;
clients, contracts and market saturation;
corruption and bribery risk;
compliance with laws;
strategic alliances with third parties;
insurance;
dependence on key management personnel;
conflicts of interest;
fraudulent or illegal activity by employees, contractors and consultants;
internal controls;
general economic risks;
liquidity and additional financing;
management of growth;
anti-money laundering laws and regulation risks;
credit and liquidity risk;
litigation;
cybersecurity risks;
limited operating history;
additional financing;
changes in technology;
reliance on key inputs;
dependence on suppliers and skilled labour;

$\infty$ intellectual property;
the volatility of the value of bitcoin and other cryptocurrencies;
$\infty$ bitcoin halving risk;
$\infty$ momentum pricing risk and volatility;
$\infty$ cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure;
$\infty$ banks may not provide banking services, or may cut off banking services, to businesses that provide cryptocurrency related services or that accept cryptocurrencies as payment;
$\infty$ changes to prominence of bitcoin and other digital assets;
the impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain;
$\infty$ further development and acceptance of the cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is uncertain;
$\infty$ possibility of less frequent or cessation of monetization of cryptocurrencies;
$\infty$ cryptocurrency network difficulty and impact of increased global computing power;
$\infty$ limited history of de-centralized financial system;
$\infty$ regulatory changes or actions;
$\infty$ issues with the underlying the bitcoin network;
$\infty$ bitcoin's blockchain may temporarily or permanently fork and/or split;
$\infty$ presence of malicious actors;
$\infty$ incorrect or fraudulent coin transactions may be irreversible;
the price of bitcoin may be affected by the sale of bitcoin by other vehicles investing in bitcoin or tracking cryptocurrency markets;
$\infty$ custody of cryptocurrency;
$\infty$ a determination that a digital asset is a "security" in the United States and Canada;
$\infty$ Bitcoin Well relies on third parties for services and licenses;
$\infty$ Bitcoin Well's cryptocurrency inventory may be exposed to cybersecurity threats and hacks;
$\infty$ regulatory changes or actions may alter the nature of an investment in Bitcoin Well or restrict the use of cryptocurrencies in a manner that adversely affects Bitcoin Well's operations;
$\infty$ Bitcoin Well will rely on third parties to provide bitcoin and other cryptocurrency inventory;
$\infty$ Bitcoin Well derives a substantial portion of its revenue from Bitcoin Well ATMs placed with a number of merchants;
$\infty$ Bitcoin Well may be required to sell its bitcoin to pay for expenses;
$\infty$ Bitcoin Well's operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in cryptocurrencies;
$\infty$ Bitcoin Well's bitcoin may be subject to loss, theft or restriction on access;
$\infty$ Risk related to technological obsolescence and difficulty in obtaining hardware;
$\infty$ server failures;
$\infty$ dependence on licensed software;
$\infty$ Bitcoin Well has a back-up process with respect to its cryptographic keys, particularly the private key, as well as passwords or passphrases needed to access a wallet;
$\infty$ market volatility;
$\infty$ decline in price;
$\infty$ tax issues;
$\infty$ dilution;
$\infty$ the Company's dividend policy;
$\infty$ our ability to obtain financing on acceptable terms;
$\infty$ additional sources of funding, including grants and funding from partners;
$\infty$ our ability to attract and retain skilled staff;
$\infty$ favourable general business and economic conditions;
$\infty$ pandemics not having a material impact on our operations;
$\infty$ our future research and development plans proceeding substantially as currently envisioned;
$\infty$ future expenditures to be incurred by us;
$\infty$ research and development and operating costs;
$\infty$ the products and technology offered by our competitors;

$\infty$ the impact of competition on our operations;
$\infty$ our ability to protect patents and proprietary rights; and
$\infty$ expected research and development tax credits.

If one or more of these risks or uncertainties or a risk that is not currently known to us materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from those expressed or implied by forward-looking statements. The forward-looking statements represent our views as of the date of this Prospectus Supplement. While we may elect to update these forward-looking statements in the future, we have no current intention to do so except as to the extent required by applicable securities law. Investors are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements. We advise you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf.

CURRENCY AND EXCHANGE RATE INFORMATION

The high, low, average and closing rates for the US dollar in terms of Canadian dollars for each of the financial periods indicated below, as quoted by the Bank of Canada, were as follows:

	Year ended December 31, 2024	Year ended December 31, 2023
	(expressed in Canadian dollars)
High	1.4416	1.3875
Low	1.3316	1.3128
Average	1.3698	1.3497
Closing	1.4389	1.3226

On March 27, 2025, the daily exchange rate for the US dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was $1.00 = C$ 1.4309.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference in the Shelf Prospectus solely for the purpose of the Offering. Other documents are also incorporated or deemed to be incorporated by reference in the Shelf Prospectus and reference should be made to the Shelf Prospectus for full particulars thereof.

Copies of the documents incorporated by reference in this Prospectus Supplement and the Shelf Prospectus and not delivered with this Prospectus Supplement may be obtained on request without charge from the Chief Financial Officer of Bitcoin Well at #203, 10138 82 Avenue, Edmonton, Alberta T6E 1Z4 (telephone: 1(888) 711-3866) or by accessing the disclosure documents through the Internet on the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR+"), at www.sedarplus.ca. Our filings through SEDAR+ are not incorporated by reference in this Prospectus Supplement except as specifically set forth herein.

The following documents, filed with the securities commissions or similar regulatory authorities in the provinces and territories of Canada are specifically incorporated by reference into, and form an integral part of, this Prospectus Supplement and the Shelf Prospectus:

$\infty$ the annual information form dated March 11, 2025 for the year ended December 31, 2024, filed on SEDAR+ on March 12, 2025 (the "AIF");
$\infty$ the audited annual consolidated financial statements for the fiscal year ended December 31, 2024 and 2023, together with the notes thereto and the auditor's report thereon, filed on SEDAR+ on March 12, 2025;
$\infty$ the management's discussion and analysis of financial condition and results of our operations for the year ended December 31, 2024, filed on SEDAR+ on March 12, 2025;
$\infty$ the management information circular dated May 15, 2024 relating to the annual general and special meeting of shareholders of the Company held on June 24, 2024, filed on SEDAR+ on May 24, 2024;
$\infty$ the material change report of Bitcoin Well dated February 3, 2025, filed on SEDAR+ on February 3, 2025, in respect of the Company's election to settle indebtedness in the aggregate amount of $133,289 through the issuance a total of 742,789 Common Shares.

Any documents of the type described in Section 11.1 of Form 44-101F1 – Short Form Prospectus filed by the Company with a securities commission or similar authority in any province or territory of Canada subsequent to the date of this Prospectus Supplement and before withdrawal or completion of the Offering, including any annual information forms, all material change reports (excluding confidential reports, if any), all annual and interim financial statements and management’s discussion and analysis relating thereto, or information circular or amendments thereto, will be deemed to be incorporated by reference in this Prospectus Supplement and will automatically update and supersede information contained or incorporated by reference in this Prospectus Supplement. Documents referenced in this Prospectus Supplement, the Shelf Prospectus or any of the documents incorporated by reference herein or therein, but not expressly incorporated by reference herein or therein and not otherwise required to be incorporated by reference herein or therein, are not incorporated by reference in this Prospectus Supplement.

The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Company and readers should review all information contained in this Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated or deemed to be incorporated by reference herein and therein.

If the Company disseminates a news release in respect of previously undisclosed information that, in the Company’s determination, constitutes a “material fact” (as such term is defined under applicable Canadian securities laws), the Company will identify such news release as a “designated news release” for the purposes of this Prospectus Supplement and the accompanying Shelf Prospectus in writing on the face page of the version of such news release that the Company files on SEDAR+ at www.sedarplus.ca (a “Designated News Release”), and each such Designated News Release shall be deemed to be incorporated by reference into this Prospectus Supplement and the accompanying Shelf Prospectus for the purposes of the Offering.

Any statement contained in this Prospectus Supplement, in the accompanying Shelf Prospectus or in any document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded, for the purposes of this Prospectus Supplement, to the extent that a statement contained herein or in the accompanying Shelf Prospectus or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or in the accompanying Shelf Prospectus modifies or supersedes such prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus Supplement.

References to our website in any documents that are incorporated by reference into this Prospectus Supplement and the Shelf Prospectus do not incorporate by reference the information on such website into this Prospectus Supplement or the Shelf Prospectus, and we disclaim any such incorporation by reference.

THE COMPANY

The following description of the Company is, in some instances, derived from selected information about us contained in the documents incorporated by reference into this Prospectus Supplement. This description does not contain all of the information about us and our business that you should consider before investing in any securities. You should carefully read the Prospectus Supplement and the Shelf Prospectus, including the section titled “Risk Factors” in the Prospectus Supplement and the Shelf Prospectus, respectively, as well as the documents incorporated by reference into this Prospectus Supplement and the Shelf Prospectus, before making an investment decision.

Name, Address and Incorporation

The Company was incorporated on December 20, 2017 by certificate of incorporation issued pursuant to the provisions of the Business Corporations Act (Alberta) (“ABCA”) under the corporate name “Red River Capital Corp.” and completed its initial public offering on July 26, 2018. Red River Capital Corp. was a CPC (as defined in the AIF) and its principal business was to identify and evaluate businesses and assets with a view to completing a qualifying transaction within the meaning of TSXV policies and, having identified and evaluated such opportunities, to negotiate an acquisition or participation subject to acceptance by the TSXV.

1739001 Alberta Ltd. ("Old Bitcoin Well") was incorporated pursuant to the provisions of the ABCA on March 28, 2013. On June 11, 2021, the Company completed the Qualifying Transaction (as defined in the AIF), pursuant to which 228397 Alberta Ltd., a wholly owned subsidiary of Red River Capital Corp., amalgamated with Old Bitcoin Well to form a newly amalgamated company, Bitcoin Well Canada Ltd. (formerly Bitcoin Well Holdings Inc.), which now holds the assets of Bitcoin Well, and carries out the Business (as defined below), as a wholly-owned subsidiary of the Company. Contemporaneous with the Qualifying Transaction, the Company also changed its name from "Red River Capital Corp." to "Bitcoin Well Inc.".

The head office of the Company is located at #203, 10138 - 82 Avenue N.W., Edmonton, Alberta T6E 1Z4 and the registered office is located at 10175-101 Street NW, Suite 1700, Edmonton, Alberta, T5J 0H3.

The Company's Common Shares are listed for trading on the TSXV under the ticker symbol "BTCW" and on the OTCQB under the symbol "BCNWF".

Principal Operations

Bitcoin Well carried on the business of: (i) facilitating the purchase and sale of bitcoin and other cryptocurrencies in Canada and the United States; (ii) owning and operating ATMs for bitcoin and other cryptocurrencies, related ATM equipment, and all associated services including, without limitation, selling, distributing, leasing, financing, installing and servicing ATMs and associated ATM equipment; (iii) providing electronic processing services relating to transactions requested or carried out using ATMs (for equipment owned by Old Bitcoin Well or third parties); (iv) offering bill payment solutions; and (v) buying gift cards with bitcoin and other cryptocurrencies. (the "Business") Bitcoin Well provides these services through two business units, offering the convenience of modern banking with the benefits of bitcoin.

The first business unit is a fleet of 165 bitcoin ATM machines placed and operating in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick and Nova Scotia. Bitcoin Well aims to set up its ATMs in high-traffic, transaction-heavy locations such as shopping malls, coffee shops, transportation hubs and convenience stores.

The second business unit is a non-custodial online bitcoin portal, which provides a platform for users to buy, sell and use bitcoin online. This business unit is designed to offer bank-like functionality coupled with the benefits of bitcoin. This business unit was officially deployed in November 2022.

In February 2024, Bitcoin Well began accepting customers in all 50 states in the United States through a partnership where Bitcoin Well acquires the customer, but compliance, bitcoin purchasing and delivery is handled by an arm's length partner. In the United States, Bitcoin Well offers customers the ability to fund their account from a linked bank account and purchase bitcoin with that balance. Customers are also able to sell bitcoin and receive dollars directly to their linked bank account. In January 2025, Bitcoin Well enabled customers to deposit their paychecks to buy bitcoin.

An important distinction between Bitcoin Well and many other bitcoin businesses is that Bitcoin Well is non-custodial, which makes its platform a secure and safe place to buy bitcoin. An example of a custodial business is a cryptocurrency exchange, run as an online website where users can buy and sell cryptocurrency price exposure, similar to trading stocks on an equity market. A custodial cryptocurrency business only provides users with a right to acquire bitcoin or other cryptocurrencies, whereas bitcoin purchased through Bitcoin Well is immediately delivered to the purchaser. Bitcoin Well does not hold bitcoin or other cryptocurrencies or private keys on behalf of any customers, and does not act as an exchange in respect of bitcoin or other cryptocurrencies. Methods of payment for Bitcoin Well transactions can vary from cash, verified money order, online voucher systems, Interac e-Transfer and others.

RISK FACTORS

Investing in the Offered Shares is speculative and involves a high degree of risk due to the nature of our business and the present stage of its development. Before making an investment decision, prospective purchasers of the Offered Shares should carefully consider the information described in this Prospectus Supplement, the Shelf Prospectus and the documents incorporated by reference herein and therein. Some of the risk factors described herein, in the Shelf Prospectus and in the documents incorporated by reference herein and therein, are interrelated and, consequently, investors should treat such risk factors as a whole. If any event arising from these risks or the risks contained in the Shelf Prospectus occur, our business, prospects, financial condition, results of operations and cash flows, and your investment in the Offered Shares could be materially adversely affected. Additional risks and uncertainties of which we currently are unaware or that are unknown or that we currently deem to be immaterial could have a material adverse effect on our business,

financial condition and results of operation. Our Risk Factors are not guarantees that no such conditions exist as of the date of this Prospectus Supplement and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part. We cannot assure you that we will successfully address any or all of these risks. For additional information in respect of the risks affecting our business, see the section “Risk Factors” of our AIF, which is incorporated herein by reference and available under our profile on SEDAR+ at www.sedarplus.ca.

Risks Related to the Offering

Discretion over use of proceeds.

While information regarding the use of proceeds from the sale of the Offered Shares is described under the heading “Use of Proceeds”, we retain broad discretion over the use of the net proceeds from the Offering. There may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary. In such circumstances, the net proceeds will be reallocated at our sole discretion. Management will have discretion concerning the use of proceeds described in this Prospectus Supplement as well as the timing of their expenditures. As a result, an investor will be relying on the judgment of management for the application of the proceeds. You may not agree with how we allocate or spend the proceeds from the Offering. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, our results of operations may suffer. See “Use of Proceeds”.

There is no minimum amount of net proceeds to the Company from the Offering.

There is no minimum amount of funds that is required to be raised under the Offering. The Agent has agreed to use their commercially reasonable efforts to sell the Common Shares when and to the extent requested by us, but we are not required to request the sale of any minimum amount of Common Shares qualified under this Prospectus Supplement and, if we request a sale, the Agent is not obligated to purchase any Common Shares that are not sold. As a result of the Offering being made on a commercially reasonable efforts basis with no minimum amount, and only as requested by us, we may raise substantially less than the maximum total offering amount or nothing at all.

The number of Common Shares to be sold under the Offering is unknown.

The Common Shares will be sold by the Agent at the market price prevailing at the time of sale and, therefore, there is no certainty as to the number of Common Shares that may be sold under the Offering or whether any Common Share will be sold under the Offering. If the prevailing market price for the Common Shares declines, then we will be able to issue more Common Shares before attaining the aggregate offering price under the Offering and investors may suffer greater dilution.

Investors may suffer dilution.

The Company may sell additional Common Shares or other securities that are convertible or exchangeable into Common Shares in subsequent offerings or may issue additional Common Shares or other securities to finance future acquisitions outside of the Offering. The Company cannot predict the size or nature of future sales or issuances of securities or the effect, if any, that such future sales and issuances will have on the market price of the Common Shares. Sales or issuances of substantial numbers of Common Shares or other securities that are convertible or exchangeable into Common Shares, or the perception that such sales or issuances could occur, may adversely affect prevailing market prices of the Common Shares. With any additional sale or issuance of Common Shares or other securities that are convertible or exchangeable into Common Shares, investors will suffer dilution to their voting power and economic interest in the Company. Furthermore, to the extent holders of the Company’s stock options or other convertible securities convert or exercise their securities and sell the Common Shares they receive, the trading price of the Common Shares on the TSXV may decrease due to the additional amount of Common Shares available in the market.

The Offered Shares offered hereby will be sold in “at-the-market” offerings, and investors who buy Offered Shares at different times will likely pay different prices.

Investors who purchase Offered Shares in this Offering at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of Offered Shares sold, and there is no minimum or maximum sales price per Offered Share. Investors may experience a decline in the value of their Offered Shares as a result of share sales made at prices lower than the prices they paid.

There is no guarantee that the Offered Shares will earn any positive return in the short term or long term.

A holding of Common Shares is speculative and involves a high degree of risk and should be undertaken only by holders whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. A holding of Common Shares is appropriate only for holders who have the capacity to absorb a loss of some or all of their holdings.

Liquidity of Common Shares.

Shareholders of the Company may be unable to sell significant quantities of Common Shares into the public trading markets without a significant reduction in the price of their Common Shares, or at all. There can be no assurance that there will be sufficient liquidity of the Common Shares on the trading market, and that we will continue to meet the listing requirements of the TSXV or achieve listing on any other exchange.

The market price of the Common Shares may be volatile after this Offering

The market price of the Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Company's control. This volatility may affect the ability of holders of Common Shares to sell their securities at an advantageous price. Market price fluctuations in the Common Shares may be due to the Company's operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts' estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by the Company or its competitors, along with a variety of additional factors, and other risk factors described in this Prospectus Supplement and the Shelf Prospectus, including the documents incorporated by reference herein and therein, including the AIF. These broad market fluctuations may adversely affect the market price of the Common Shares.

Financial markets historically at times have experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Common Shares may decline even if the Company's operating results have not changed. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company's operations could be adversely impacted and the trading price of the Common Shares may be materially adversely affected.

Investors may lose their entire investment

An investment in the Offered Shares is speculative and may result in the loss of an investor's entire investment. Only potential investors who are experienced in high-risk investments and who can afford to lose their entire investment should consider an investment in the Company.

Non-Issuer Submission to Jurisdiction

A director of the Company, Mr. Mitchell Demeter, resides outside of Canada. Although Mr. Mitchell Demeter has appointed Cozen O'Connor LLP as his agent for service of process in Canada, purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

CONSOLIDATED CAPITALIZATION

Other than as set out herein under "Prior Sales", there have been no material changes in the Company's consolidated share or debt capital since December 31, 2024, the date of our financial statements for the most recently completed financial period. As a result of the Offering, the shareholder's equity of the Company will increase by the amount of the net proceeds of the Offering and the number of issued and outstanding Common Shares will increase by the number of Offered Shares actually distributed under the Offering.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

The authorized share capital of the Company consists of an unlimited number of Common Shares. As of March 27, 2025, the last trading date before the date of this Prospectus Supplement, the Company had an aggregate of 220,161,726 fully paid Common Shares issued and outstanding.

See "Description of Securities Offered under This Prospectus – Description of Common Shares" in the Shelf Prospectus for a detailed description of the attributes of our Common Shares.

USE OF PROCEEDS

The net proceeds from the Offering, if any, are not determinable in light of the nature of the distribution. The net proceeds of any given distribution of Offered Shares through the Agent in an ATM Distribution will represent the gross proceeds after deducting the applicable compensation payable to the Agent under the Distribution Agreement and the expenses of the distribution.

The principal business objectives that we expect to accomplish using the net proceeds from the Offering, if any, together with our current cash resources, are to fund general corporate purposes, including to fund ongoing operations and/or working capital requirements, to repay indebtedness outstanding from time to time, to complete future acquisitions, to fund research and development, intellectual property development, or for other corporate purposes. At this time, the Company does not have any proposed acquisitions.

Until applied, some or all of the net proceeds of the Offering, if any, may be held as cash balances in the Company's bank account or invested at the discretion of the Company, including in certificates of deposit and other instruments issued by banks or obligations of or guaranteed by the Government of Canada or any province thereof or the Government of the United States or any state thereof.

We had negative operating cash flow for our most recent financial year. To the extent we have negative cash flows in future periods, we may use a portion of our general working capital to fund such negative cash flow. If necessary, proceeds from the sale of Offered Shares may be used to fund negative cash flow from operating activities in future periods. There can be no assurance that the Company will be able to generate a positive cash flow from its operations, that additional capital or other types of financing will be available when needed or that these financings will be on terms favourable to the Company. In addition, management of the Company will have broad discretion with respect to the actual use of the net proceeds from the Offering. See "Risk Factors".

PRIOR SALES

For the 12-month period prior to the date of this Prospectus Supplement, the Company has issued the following Common Shares, or securities that are convertible or exchangeable into Common Shares:

Date of Issuance	Type of Security	Number of Securities	Issue / Exercise / Conversion Price	Reason for Issuance
March 22, 2024	Common Shares	13,667,268	$0.175 (per Unit)	2024 LIFE Units(2)
March 22, 2024	Warrants	6,890,684	$0.175 (per Unit)	2024 LIFE Units(2)
March 22, 2024	Compensation Options(1)	894,603	$0.175	2024 LIFE Units(2)
April 15, 2024	Stock Options	500,000	$0.12	Consultants
April 17, 2024	Common Shares	571,428	$0.105	Shares for Debt
April 24, 2024	Common Shares	60,000	$0.05	Warrant Exercise
May 16, 2024	Common Shares	120,000	$0.05	Option Exercise
June 25, 2024	Common Shares	200,000	$0.05	Option Exercise
July 17, 2024	Common Shares	185,277	$0.05/$0.055(4)	Option Exercise
September 19, 2024	Common Shares	181,800	$0.055	Option Exercise
September 20, 2024	Common Shares	168,124	$0.05	Option Exercise
September 30, 2024	Common Shares	1,428,459	$0.085	Shares for Services
September 30, 2024	Common Shares	541,000	$0.12	Shares for Services
October 28, 2024	Common Shares	216,428	$0.055	Option Exercise

Date of Issuance	Type of Security	Number of Securities	Issue / Exercise / Conversion Price	Reason for Issuance
November 7, 2024	Common Shares	400,000	$0.05	Warrant Exercise
December 4, 2024	Common Shares	400,000	$0.05	Warrant Exercise
December 30, 2024	Common Shares	286,956	$0.23	Debenture Unit Offering^{(3)}
December 30, 2024	Convertible Debenture	2,000	$0.23	Debenture Unit Offering^{(3)}
December 30, 2024	Warrants	8,980,956	$0.30	Debenture Unit Offering^{(3)}
December 30, 2024	Compensation Options^{(1)}	334,782	$0.23	Debenture Unit Offering^{(3)}
January 6, 2025	Common Shares	501,619	$0.05	Option Exercise
January 21, 2025	Common Shares	200,000	$0.12	Option Exercise
January 27, 2025	Common Shares	16,000	$0.175	Option Exercise
February 3, 2025	Common Shares	742,789	$0.190/$0.152^{(5)}	Shares for Debt

Note:
(1) Each compensation option is exercisable to purchase one unit, with each unit comprised of one Common Share and one warrant to purchase one Common Share.
(2) As such term is defined in the AIF.
(3) As such term is defined in the AIF.
(4) 38,050 Options were exercised at an exercise price of $0.05 per Option, and 147,227 Options were exercised at an exercise price of $0.055 per Option.
(5) 536,408 Common Shares were issued at a deemed price of $0.190 per Common Share, and 206,381 Common Shares were issued at a deemed price of $0.152 per Common Share.

PRICE RANGE AND TRADING VOLUME

The Common Shares are listed for trading on the TSXV (trading symbol: BTCW) and the OTCQB (trading symbol: BCNWF). The following table sets forth, for the calendar periods indicated, the high and low trading prices and composite volume of trading of our Common Shares as reported on the TSXV up to the day immediately prior to the date of this Prospectus Supplement.

TSXV

	High ($)	Low ($)	Volume
March, 2024	$0.25	$0.115	21,162,676
April, 2024	$0.18	$0.095	6,386,633
May, 2024	$0.14	$0.085	4,239,721
June, 2024	$0.13	$0.09	2,224,916
July, 2024	$0.125	$0.085	2,598,488
August, 2024	$0.11	$0.08	1,771,452
September, 2024	$0.1	$0.075	2,491,916
October, 2024	$0.17	$0.075	7,605,604
November, 2024	$0.215	$0.125	23,816,662
December, 2024	$0.21	$0.15	10,293,380
January, 2025	$0.27	$0.17	17,020,249

	High ($)	Low ($)	Volume
February, 2025	$0.19	$0.115	5,804,291
March 1 to 27, 2025	$0.165	$0.105	14,225,612

The following table sets forth, for the calendar periods indicated, the high and low trading prices and composite volume of trading of our Common Shares as reported on the OTCQB up to the day immediately prior to the date of this Prospectus Supplement.

OTCQB

	High (US$)	Low (US$)	Volume
March, 2024	US$0.19	US$0.073	756,497
April, 2024	US$0.15	US$0.073	296,241
May, 2024	US$0.106	US$0.043	93,090
June, 2024	US$0.106	US$0.05	83,188
July, 2024	US$0.095	US$0.064	243,641
August, 2024	US$0.1	US$0.049	295,449
September, 2024	US$0.078	US$0.02	192,768
October, 2024	US$0.155	US$0.05	4,497,834
November, 2024	US$0.18	US$0.087	4,546,227
December, 2024	US$0.162	US$0.109	3,109,873
January, 2025	US$0.225	US$0.046	1,827,337
February, 2025	US$0.135	US$0.07	1,134,539
March 1 to 27, 2025	US$0.125	US$0.07	2,067,167

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (the "Tax Act") and the regulations thereunder (the "Regulations") generally applicable to a holder who acquires Offered Shares as beneficial owner pursuant to this Prospectus Supplement and who, at all relevant times, for the purposes of the Tax Act, deals at arm's length with the Company and the Agent, is not affiliated with the Company or the Agent, and will acquire and hold such Offered Shares as capital property (each, a "Holder"), all within the meaning of the Tax Act. Offered Shares will generally be considered to be capital property to a Holder unless the Holder holds or uses the Offered Shares or is deemed to hold or use the Offered Shares in the course of carrying on a business of trading or dealing in securities or has acquired them or is deemed to have acquired them in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to (a) a Holder that is a "financial institution" for purposes of the mark-to-market rules contained in the Tax Act; (b) a Holder of an interest in which is or would constitute a "tax shelter investment" as defined in the Tax Act; (c) a Holder that is a "specified financial institution" as defined in the Tax Act; (d) a Holder that reports its "Canadian tax results", as defined in the Tax Act, in a currency other than Canadian currency; (e) a Holder that is exempt from tax under the Tax Act; (f) a Holder that has entered into, or will enter into, a "synthetic disposition arrangement" or a "derivative forward agreement" with respect to the Offered Shares, as those terms are defined in the Tax Act; (g) a Holder that receives dividends on Offered Shares under or as part of a "dividend rental arrangement" as defined in the Tax Act, or (h) a Holder that is otherwise of special status or in special circumstances. Such Holders should consult their own tax advisors with respect to an investment in Offered Shares.

Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada, and is, or becomes, or does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada that is or becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of the Offered Shares, controlled by a non-resident person, or group of non-resident persons not dealing with each other at arm’s length, for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their tax advisors with respect to the consequences of acquiring Offered Shares.

This summary does not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of Offered Shares.

This summary is based on the facts set out in this Prospectus Supplement, the provisions of the Tax Act and the Regulations in force as of the date hereof, any specific proposals to amend the Tax Act and the Regulations (the “Tax Proposals”) which have been announced publicly and officially by or on behalf the Minister of Finance (Canada) prior to the date hereof, and counsel’s understanding of the administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing by the CRA prior to the date hereof. This summary assumes that the Tax Proposals will be enacted in the form proposed and does not take into account or anticipate any other changes in law or in the administrative policies or assessing practices of the CRA, whether by way of judicial, legislative or governmental decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax considerations discussed herein. No assurances can be given that the Tax Proposals will be enacted as proposed or at all, or that legislative, judicial or administrative changes will not modify or change the statements expressed herein.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in Offered Shares. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or income tax advice to any particular Holder. The tax consequences of acquiring, holding and disposing of Offered Shares will vary according to the Holder’s particular circumstances. Holders should consult their own income tax advisors with respect to the tax consequences applicable to them based on their own particular circumstances.

Currency Conversion

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding, or disposition of Offered Shares (including dividends, adjusted cost base and proceeds of disposition) must be determined in Canadian dollars. Any such amount that is expressed or denominated in a currency other than Canadian dollars must be converted into Canadian dollars using the relevant exchange rate determined in accordance with the Tax Act.

Residents of Canada

The following portion of this summary is generally applicable to a Holder who, for the purposes of the Tax Act, is resident or deemed to be resident in Canada at all relevant times (each, a “Resident Holder”). Certain Resident Holders whose Offered Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election pursuant to subsection 39(4) of the Tax Act to have the Offered Shares, and every other “Canadian security” (as defined by the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

Taxation of Dividends

Dividends received or deemed to be received on the Offered Shares will be included in computing a Resident Holder’s income. In the case of a Resident Holder who is an individual (including certain trusts), dividends (including deemed dividends) received on the Offered Shares will be included in the Resident Holder’s income and be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received by an individual from “taxable Canadian corporations”, including the enhanced gross-up and dividend tax credit for “eligible dividends” (each as defined in the Tax Act), if any, that are properly designated as such by the Company. There may be limitations on the ability of the Company to designate dividends as eligible dividends.

In the case of a Resident Holder that is a corporation, dividends (including deemed dividends) received on the Offered Shares will be included in the Resident Holder’s income and will normally be deductible in computing such Resident Holder’s taxable income, subject to all restrictions under the Tax Act. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by

a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a “private corporation” or “subject corporation” (as such terms are defined in the Tax Act) may be liable to pay a tax (refundable in certain circumstances) under Part IV of the Tax Act on dividends received or deemed to be received on the Offered Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the year. A “subject corporation” is generally a corporation (other than a private corporation) resident in Canada and controlled directly or indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts).

Disposition of Offered Shares

A Resident Holder who disposes of, or is deemed to have disposed of, an Offered Share (other than to the Company, unless purchased by the Company in the open market in the manner in which shares are normally purchased by any member of the public in the open market) will realize a capital gain (or incur a capital loss) equal to the amount by which the proceeds of disposition in respect of the Offered Share exceed (or are exceeded by) the aggregate of the adjusted cost base to the Resident Holder of such Offered Share immediately before the disposition or deemed disposition and any reasonable expenses incurred for the purpose of making the disposition. The adjusted cost base to a Resident Holder of an Offered Share will be determined by averaging the cost of that Offered Share with the adjusted cost base (determined immediately before the acquisition of the Offered Share) of all other Common Shares held as capital property at that time by the Resident Holder. The tax treatment of capital gains and capital losses is discussed in greater detail immediately below under the subheading “Taxation of Capital Gains and Losses”.

Taxation of Capital Gains and Losses

Generally, one-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder must be included in the Resident Holder’s income for the taxation year in which the disposition occurs. One-half of any capital loss incurred by a Resident Holder (an “allowable capital loss”) must be deducted from taxable capital gains realized by the Resident Holder in the taxation year in which the disposition occurs. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent year against net taxable capital gains realized in such years (but not against other income), in the circumstances and to the extent provided in the Tax Act.

A capital loss realized on the disposition of an Offered Share by a Resident Holder that is a corporation may in certain circumstances be reduced by the amount of dividends which have been previously received or deemed to have been received by the Resident Holder on the Offered Share (or a share substituted for such Offered Share) to the extent and in the circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is, directly or indirectly through a trust or partnership, a member of a partnership or a beneficiary of a trust that owns Offered Shares. Resident Holders to whom these rules may be relevant are urged to consult their own tax advisors.

Additional Refundable Tax

A Resident Holder that: (i) throughout the relevant taxation year, is a “Canadian-controlled private corporation” (as defined in the Tax Act), or (ii) at any time in the relevant taxation year, is a “substantive CCPC” (as defined in the Tax Act), may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” which is defined in the Tax Act to include any taxable capital gains, interest, and dividends that are not deductible in computing the Resident Holder’s taxable income.

Minimum Tax

Capital gains realized and dividends received (or deemed to be received) by a Resident Holder who is an individual (including certain trusts) may result in such Resident Holder being liable for alternative minimum tax under the Tax Act. Resident Holders who are individuals should consult their own tax advisors in this regard.

Non-Residents of Canada

The following portion of this summary is generally applicable to a Holder who, for purposes of the Tax Act and any applicable tax treaty or convention and at all relevant times, is neither resident nor deemed to be resident in Canada and does not acquire, use or hold, and

will not be deemed to acquire, use or hold, Offered Shares in the course of carrying on, or otherwise in connection with, a business in Canada (a “Non-Resident Holder”).

Special considerations, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carrying on an insurance business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act). Such Non-Resident Holders should consult their own advisors.

Taxation of Dividends

Dividends paid or credited, or deemed to be paid or credited, to a Non-Resident Holder on the Offered Shares will be subject to Canadian withholding tax under the Tax Act at the rate of 25% of the gross amount of the dividend unless reduced by the terms of an applicable tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident, subject to the application of, and provisions of, the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit shifting (“MLI”). For example, under the Canada-United States Tax Convention (1980) as amended (the “Treaty”), the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is resident in the U.S. for purposes of the Treaty, is the beneficial owner of the dividends, and is entitled to full benefits under the Treaty (a “U.S. Holder”) is generally reduced to 15% of the gross amount of the dividend (or 5% in the case of a U.S. Holder that is a company beneficially owning at least 10% of the Company’s voting shares). The United States is not a signatory to the MLI. Non-Resident Holders should consult their own tax advisors with respect to their particular circumstances.

Disposition of Offered Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition or deemed disposition of Offered Shares, unless the Offered Shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of the disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident at the time of the disposition (including as a result of the application of the MLI).

Generally, as long as the Offered Shares are then listed on a “designated stock exchange” (as defined in the Tax Act and which currently includes the TSXV), the Offered Shares will not constitute taxable Canadian property of a Non-Resident Holder, unless at any time during the 60-month period immediately preceding the disposition or deemed disposition the following two conditions are met concurrently: (a) the Non-Resident Holder, persons with which the Non-Resident Holder does not deal at arm’s length, partnerships whose members include, either directly or indirectly through one or more partnerships, the Non-Resident Holder and/or persons which do not deal at arm’s length with the Non-Resident Holder, or any combination of the foregoing, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Company, and (b) more than 50% of the fair market value of the Offered Shares was derived directly or indirectly, from one or any combination of real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (each as defined in the Tax Act), and options in respect of or interests in, or, for civil law, rights in, any such property (whether or not such property exists). Notwithstanding the foregoing, Offered Shares may also be deemed to be “taxable Canadian property” of a Non-Resident Holder in other circumstances under the Tax Act.

If the Offered Shares are, or are deemed to be, taxable Canadian property of a Non-Resident Holder and any capital gain that would be realized on the disposition thereof is not exempt from tax under the Tax Act or pursuant to an applicable income tax treaty or convention (including as a result of the application of the MLI), the income tax consequences described above under “Residents of Canada – Disposition of Offered Shares” and “Residents of Canada - Taxation of Capital Gains and Losses” will generally apply to the Non-Resident Holder.

Non-Resident Holders whose Offered Shares may constitute taxable Canadian property should consult their own advisors.

PLAN OF DISTRIBUTION

Offering

The Company has entered into the Distribution Agreement with the Agent pursuant to which the Company may offer and sell from time to time Offered Shares through the Agent having an aggregate sales price of up to $5,000,000 in each of the provinces and territories of Canada pursuant to placement notices delivered by the Company to the Agent from time to time in accordance with the terms of the Distribution Agreement. Such sales of Offered Shares, if any, under this Prospectus will only be made in transactions that are deemed

to be ATM Distributions under applicable securities laws, including, without limitation, sales made directly on the TSXV or on any other "marketplace" (as such term is defined in NI 21-101) upon which the Common Shares are listed or quoted or where the Common Shares are traded in Canada, sales under the Distribution Agreement shall not be made on the OTCQB. The Agent is not required to sell any specific number or dollar amount of Common Shares but will use its commercially reasonable efforts, consistent with its normal sales and trading practices, to sell the Offered Shares under the terms and conditions of the Distribution Agreement. Subject to the pricing parameters in a placement notice, the Offered Shares will be distributed at the market prices prevailing at the time of the sale. As a result, prices may vary as between purchasers and during the period of distribution. We cannot predict the number of Offered Shares that we may sell under the Distribution Agreement on the TSXV or any other trading market for the Common Shares in Canada, or if any Common Shares will be sold.

We will designate the maximum number or amount of Offered Shares to be sold through the Agent pursuant to any single placement notice to the Agent and the minimum price per Offered Share at which such Offered Shares may be sold. Subject to the terms and conditions of the Distribution Agreement, the Agent will use its commercially reasonable efforts to sell on our behalf all of the Offered Shares requested to be sold by us under each placement notice. We may instruct the Agent not to sell any Offered Shares if the sales cannot be effected at or above the minimum price designated by us in any such instruction. We or the Agent may suspend the offering of the Offered Shares at any time and from time to time by notifying the other parties. Under the Distribution Agreement, the Agent has no obligation to purchase as principal for its own account any Offered Shares that we propose to sell pursuant to any placement notice delivered by us to the Agent.

Each of the Company and the Agent has the right to terminate the Distribution Agreement in its sole discretion at any time upon prior written notice to the other party, as specified in the Distribution Agreement.

The Agent has agreed in the Distribution Agreement to provide to us written confirmation no later than the opening of the trading day immediately following the trading day on which the Offered Shares are sold under the Distribution Agreement. Each confirmation will include the number of Offered Shares sold on that day, the price of the Offered Shares sold, the gross sales proceeds, the compensation payable by us to the Agent, and the net proceeds to us.

We will disclose the number and average price of Offered Shares sold, as well as the total gross proceeds, commission and net proceeds from sales hereunder, in the ordinary course in our annual and interim financial statements or associated management's discussion and analysis filed on SEDAR+ at www.sedarplus.ca.

We will pay the Agent the Commission for their services in acting as agent in connection with the sale of Offered Shares pursuant to the terms of the Distribution Agreement. The amount of the Commission will be up to 3.00% of the gross sales price per Offered Share sold. In addition, we have agreed to pay the reasonable expenses of the Agent in connection with the Offering, pursuant to the terms of the Distribution Agreement. The sales proceeds remaining after payment of the Commission and after deducting any expenses payable by us and any transaction or filing fees imposed by any governmental, regulatory, or self-regulatory organization in connection with the sales, will equal the net proceeds to the Company from the sale of such Offered Shares.

Settlement for sales of Offered Shares will occur, unless the parties agree otherwise, on the first trading day following the date on which any sales were made (each, a "Settlement Date"). The amount of proceeds to be delivered to us on a Settlement Date against the receipt of the Offered Shares sold will be equal to the aggregate sales price at which such Offered Shares were sold, after deduction of the Commission for such sales payable to the Agent. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Sales of Offered Shares will be settled through the facilities of CDS or by such other means as we and the Agent may agree upon. A purchaser of Offered Shares will only receive a customer confirmation from the Agent or another registered dealer from or through which the Offered Shares are purchased and who is a CDS depository service participant. No definitive certificates will be issued unless specifically requested or required.

The total expenses related to the commencement of the Offering to be paid by the Company, excluding the Commission payable to the Agent and the expenses of the Agent to be reimbursed by the Company under the Distribution Agreement, are estimated to be approximately C$150,000. The gross proceeds from the sale of the Offered Shares, less an amount equal to the Commission as set out in the Distribution Agreement, shall be paid by the Agent to the Company.

Pursuant to the Distribution Agreement, the Offering will terminate upon the earlier of: (i) April 5, 2027, (ii) the issuance and sale of all of the Offered Shares subject to the Distribution Agreement, and (iii) the termination of the Distribution Agreement as permitted therein.

In connection with the sales of Offered Shares on our behalf, the Agent may be deemed to be an “underwriter” within the meaning of applicable securities legislation, and the compensation paid to the Agent may be deemed to be underwriting commissions or discounts. We have agreed in the Distribution Agreement to provide indemnification and contribution to the Agent against certain liabilities. Neither the Agent nor any person or company acting jointly or in concert with the Agent, may, in connection with the Offering, enter into any transaction that is intended to stabilize or maintain the market price of the securities or securities of the same class as the securities distributed under this Prospectus Supplement, including selling an aggregate number or principal amount of securities that would result in the underwriter creating an over-allocation position in the securities.

The Agent and its affiliates may in the future provide various investment banking, commercial banking and other financial services for the Company and its affiliates, for which services it may in the future receive customary fees.

The TSXV has conditionally approved the listing of the Common Shares offered by this Prospectus Supplement, subject to our fulfilling all of the listing requirements of the TSXV.

The Agent will only sell Offered Shares on marketplaces in Canada.

The Offered Shares have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States, and may not be offered or sold within the United States. This Prospectus Supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. The Offered Shares have been qualified for sale in each of the provinces and territories of Canada, and no other jurisdictions. Accordingly, in the Distribution Agreement, each Agent has agreed that (i) it will not offer or sell Offered Shares in the United States, and (ii) it will not, to its knowledge, offer or sell Offered Shares to a person that it knows or has reason to believe is resident in the United States or acting for the account or benefit of a person resident in the United States, or that it knows or has reason to believe intends to reoffer, resell or deliver the Offered Shares to any person in the United States. Further, the Agent and the Company have agreed in the Distribution Agreement that no advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of the sale of Offered Shares contemplated hereunder shall be undertaken in the United States by the Company or the Agent. In addition, until 40 days after the commencement of the Offering, an offer or sale of Offered Shares 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 exemptions from registration under the U.S. Securities Act and applicable state securities laws.

There is no minimum amount of funds that must be raised under the Offering. This means that the Offering may terminate after only raising a small portion of the offering amount set out herein, or none at all. An investor will not be entitled to a return of its investment if only a portion of the disclosed maximum offering amount set out herein is in fact raised.

A copy of the Distribution Agreement can be obtained under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Selling Restrictions Outside of Canada

Other than in Canada, no action has been taken by us that would permit a public offering of the Offered Shares in any jurisdiction outside of Canada where action for that purpose is required. The Offered Shares may not be offered or sold, directly or indirectly, nor may this Prospectus Supplement or any other offering material or advertisements in connection with the offer and sale of any such Offered Shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this Prospectus Supplement comes are advised to inform themselves about and to observe any restrictions relating to the Offering and the distribution of this Prospectus Supplement. This Prospectus Supplement does not constitute an offer to sell or a solicitation of an offer to buy any Offered Shares in any jurisdiction in which such an offer or a solicitation is unlawful.

MATERIAL CONTRACTS

Except for those material contracts described in the AIF, the following are the only material contracts, other than contracts entered into in the ordinary course of business, that have been entered into by the Company within the last financial year or more recently and are still in effect:

(a) a convertible debenture indenture dated December 30, 2024, between the Company and Odyssey Trust Company, entered into in connection with the Debenture Unit Offering (as defined in the AIF); and

(b) the Distribution Agreement.

AGENT FOR SERVICE OF PROCESS

Mr. Mitchell Demeter, a director of the Company, resides outside of Canada and has appointed Cozen O'Connor as his agent for service of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

Name of Person	Name and Address of Agent
Mitchell Demeter
Director	Cozen O'Connor LLP.
Bay Adelaide Centre – North Tower,
Suite 2700, 40 Temperance Street
Toronto, ON M5H 0B4

LEGAL MATTERS AND INTEREST OF EXPERTS

Certain legal matters related to our securities offered by this Prospectus Supplement will be passed upon on behalf of the Company by Cozen O'Connor LLP, and on behalf of the Agent by Getz Prince Wells LLP. None of Cozen O'Connor LLP, Getz Prince Wells LLP, nor any partner, principal or employee thereof, as applicable, received or has received a direct or indirect interest in the Company or of any associate or affiliate of the Company. As at the date hereof, the aforementioned persons and the partners, principals and employees, as applicable, of each of the aforementioned experts, beneficially own, directly or indirectly, in the aggregate less than 1% of the issued and outstanding Common Shares.

EXEMPTION FROM NATIONAL INSTRUMENT 44-101

Pursuant to a decision of the Autorité des marchés financiers ("AMF") dated February 3, 2025, the Company was granted exemptive relief from the requirement that the Shelf Prospectus as well as the documents incorporated by reference therein and any applicable prospectus supplement and the documents incorporated by reference therein to be filed in relation to an ATM Distribution be filed with the AMF in the French language. This exemptive relief is granted on the condition that the Shelf Prospectus, any applicable prospectus supplement and the documents incorporated by reference therein and herein be filed with the AMF in the French language if the Company offers securities to Québec purchasers in connection with an offering other than in relation to an ATM Distribution.

AUDITORS, REGISTRAR AND TRANSFER AGENT

The auditors of the Company are Kingston Ross Pasnak LLP, Chartered Professional Accountants through its offices located at Suite.1500, 9888 Jasper Avenue NW, Edmonton, Alberta T5J 5C6. Kingston Ross Pasnak LLP has confirmed that they are independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

As of the date of this Prospectus Supplement, the registrar and transfer agent for the Common Shares is Odyssey Trust Company at its offices in Calgary, Alberta.

STATUTORY RIGHTS OF WITHDRAWAL AND RECISSION

The following is a description of a purchaser's statutory rights in connection with any purchase of Offered Shares pursuant to the Offering, which supersedes and replaces, solely with regard to the Offering, the statement of purchasers' rights in the Shelf Prospectus under the heading "Purchasers' Statutory Rights of Withdrawal and Rescission".

Securities legislation in some provinces and territories of Canada provides purchasers of securities with the right to withdraw from an agreement to purchase securities and with remedies for rescission or, in some jurisdictions, revisions of the price, or damages if the Shelf Prospectus, Prospectus Supplement, and any amendment relating to securities purchased by a purchaser are not sent or delivered to the purchaser. However, purchasers of Offered Shares distributed under an at-the market distribution by the Company do not have the right to withdraw from an agreement to purchase the Offered Shares and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the Shelf Prospectus, Prospectus Supplement, and any amendment relating to Offered Shares purchased by such purchaser because the Shelf Prospectus, Prospectus Supplement, and any amendment relating to the Offered Shares purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of NI 44-102.

Securities legislation in some provinces and territories of Canada further provides purchasers with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the Shelf Prospectus, Prospectus Supplement, and any amendment relating to securities purchased by a purchaser contains a misrepresentation. Those remedies must be exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation that a purchaser of Offered Shares distributed under an at-the-market distribution by the Company may have against the Company or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if the Shelf Prospectus, Prospectus Supplement, and any amendment relating to securities purchased by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of the prospectus referred to above.

A purchaser should refer to applicable securities legislation for the particulars of these rights and should consult a legal adviser.

ELIGIBILITY FOR INVESTMENT

In the opinion of Cozen O'Connor LLP, counsel to the Company, subject to the provisions of any particular plan, based on the current provisions of the Tax Act and the Regulations, the Offered Shares, if issued on the date hereof, would constitute, at that time, a "qualified investment" under the Tax Act for a trust governed by a registered retirement savings plan ("RRSP"), a registered retirement income fund ("RRIF"), a registered disability savings plan ("RDSP"), a registered education savings plan ("RESP"), a tax-free savings account ("TFSA"), first home savings account ("FHSA"), or a deferred profit sharing plan, each as defined in the Tax Act, provided that the Offered Shares are listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the TSXV) or the Company is otherwise a "public corporation" (other than a "mortgage investment corporation") within the meaning of the Tax Act.

Notwithstanding that an Offered Share may be a qualified investment for a TFSA, RRSP, RRIF, RESP, RDSP or FHSA (a "Registered Plan"), if the Offered Share is a "prohibited investment" within the meaning of the Tax Act for the Registered Plan, the holder, annuitant or subscriber of the Registered Plan, as the case may be, will be subject to penalty taxes as set out in the Tax Act. The Offered Shares will generally be a "prohibited investment" for a Registered Plan if the holder, annuitant or subscriber, as the case may be, does not deal at arm's length with the Company for the purposes of the Tax Act or has a "significant interest" (as defined in the Tax Act for purposes of the prohibited investment rules) in the Company. In addition, the Offered Shares will not be a "prohibited investment" if the Offered Shares are "excluded property" (as defined in the Tax Act for purposes of the prohibited investment rules) for the Registered Plan.

Prospective purchases of Offered Shares who intend to hold such Offered Shares in a Registered Plan should consult their own tax advisors with respect to whether Offered Shares would be a prohibited investment having regard to their particular circumstances.

CERTIFICATE OF THE COMPANY

March 28, 2025

The short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, will, as of the date of a particular distribution of securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and the supplement as required by the securities legislation of each of the provinces and territories of Canada.

On behalf of the Company

(Signed) “Adam O’Brien”
Adam O’Brien
Chief Executive Officer

(Signed) “Jason Vandenberg”
Jason Vandenberg
Chief Financial Officer

On behalf of the Board of Directors

(Signed) “Terry Rhode”
Terry Rhode
Director

(Signed) “David Bradley”
David Bradley
Director

C-1

CERTIFICATE OF THE PROMOTER

March 28, 2025

(Signed) “Adam O’Brien”

Adam O’Brien
Promoter

C-2

C-3

CERTIFICATE OF THE AGENT

March 28, 2025

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, will, as of the date of a particular distribution of securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and the supplement as required by the securities legislation of each of the provinces and territories of Canada.

HAYWOOD SECURITIES INC.

(Signed) “Sean MacGillis”
Sean MacGillis
Managing Director, Investment Banking

This short form base shelf prospectus has been filed under legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this short form base shelf prospectus has become final and that permits the omission from this short form base shelf prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirements is available.

This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. See “Plan of Distribution”. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Bitcoin Well Inc. at #203, 10138 82 Avenue, Edmonton, Alberta T6E 1Z4 (telephone 1 (888) 711-3866) and are also available electronically at www.sedarplus.ca.

SHORT FORM BASE SHELF PROSPECTUS

New Issue and/or Secondary Offering

March 6, 2025

BITCOIN WELL

BITCOIN WELL INC.

$25,000,000

Common Shares

Preferred Shares

Warrants

Subscription Receipts

Debt Securities

Units

Bitcoin Well Inc. (“Bitcoin Well” or the “Company”) may offer and issue from time to time the following securities: (i) common shares in the capital of Bitcoin Well (“Common Shares”); (ii) preferred shares in the capital of Bitcoin Well issuable in series (“Preferred Shares”); (iii) warrants exercisable to acquire Common Shares of Bitcoin Well (“Warrants”); (iv) subscription receipts convertible into Common Shares and/or other securities of Bitcoin Well (“Subscription Receipts”); (v) notes or other debt securities of Bitcoin Well, including but not limited to convertible debentures (“Debt Securities”); and (vi) units comprised of any combination of the foregoing (“Units”, and together with the Common Shares, Preferred Shares, Warrants, Subscription Receipts and Debt Securities, the “Securities”), or any combination thereof, up to an aggregate amount of $25,000,000 during the 25-month period that this short form base shelf prospectus (including any amendments hereto, the “Prospectus”) remains in effect.

The Securities offered hereby may be offered in one or more offerings, separately or together, in separate series, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in one or more prospectus supplements (collectively or individually, as the case may be, “Prospectus Supplements”). In

addition, one or more securityholders (each, a “Selling Security Holder”) of Bitcoin Well may also offer and sell Securities under this Prospectus. See “Selling Securityholders”.

The specific terms of the Securities offered in a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the offering price, the person offering the Common Shares (Bitcoin Well and/or the Selling Securityholder) and any other specific terms; (ii) in the case of Preferred Shares, the designation of the particular series, the number of Preferred Shares offered, the offering price, any voting rights, any rights to receive dividends, any terms of redemption, any conversion or exchange rights and any other specific terms; (iii) in the case of Warrants, the designation, number and terms of the Securities issuable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the Warrants are issued, the person offering the Warrants (Bitcoin Well and/or the Selling Securityholder) and any other specific terms; (iv) in the case of Subscription Receipts, the designation, number and terms of the Securities issuable upon satisfaction of certain release conditions, any procedures that will result in the adjustment of these numbers, any additional payments to be made to holders of Subscription Receipts upon satisfaction of the release conditions, the terms of the release conditions, the terms governing the escrow of all or a portion of the gross proceeds from the sale of the Subscription Receipts, terms for the refund of all or a portion of the purchase price for the Subscription Receipts in the event that the release conditions are not met, the person offering the Subscription Receipts (Bitcoin Well and/or the Selling Securityholder) and any other specific terms; (v) in the case of Debt Securities, the designation of the Debt Securities, any limit on the aggregate principal amount of the Debt Securities, the maturity date, whether payment on the Debt Securities will be senior or subordinated to Bitcoin Well’s other liabilities and obligations, whether the Debt Securities will be secured by any of Bitcoin Well’s assets or guaranteed by any other person and any other terms specific to the Debt Securities being offered, whether the Debt Securities will bear interest, the interest rate or method of determining the interest rates, any conversion or exchange rates attached to the Debt Securities, whether Bitcoin Well may redeem the Debt Securities at its option and any other specific terms; and (vi) in the case of Units, the designation, number and terms of the Common Shares, Warrants, Subscription Receipts or Debt Securities comprising the Units and the person offering the Units (Bitcoin Well and/or the Selling Securityholder). A Prospectus Supplement may include specific variable terms pertaining to the above-described Securities that are not within the alternatives or parameters set forth in this Prospectus.

This Prospectus may qualify an “at-the-market” distribution as defined under National Instrument 44-102 – Shelf Distributions (“NI 44-102”), including sales made directly on the TSX Venture Exchange (the “TSXV”) or other existing markets for the Securities.

In connection with any offering of Securities (unless otherwise specified in a Prospectus Supplement), other than an “at-the-market distribution”, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. A purchaser who acquires Securities forming part of the underwriters’ over-allocation position acquires those securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of over-allotment option or secondary market purchases. See “Plan of Distribution”.

All shelf information permitted, under applicable securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to Bitcoin Well (collectively, “Securities Laws”), to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus to the extent required by applicable Securities Laws. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of Securities Laws as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

An investment in the Securities involves a high degree of risk. You should carefully read the “Risk Factors” section detailed in this Prospectus and the documents incorporated by reference herein.

This Prospectus may constitute a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities. Bitcoin Well and the Selling Securityholders may offer and sell Securities to, or through, underwriters or dealers and also may offer and sell certain

Securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification under applicable Securities Laws. The Prospectus Supplement relating to each issue of Securities offered thereby will set forth the names of any underwriters, dealers, or agents involved in the offering and sale of such Securities and will set forth the terms of the offering of such Securities, the method of distribution of such Securities, including, to the extent applicable, the proceeds to Bitcoin Well and/or the Selling Securityholders and any fees, discounts or any other compensation payable by Bitcoin Well and/or the Selling Securityholders to underwriters, dealers or agents, the identity of the Selling Securityholders and any other material terms of the plan of distribution.

No underwriter has been involved in the preparation of, or has performed a review of, the contents of this Prospectus.

Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, which prices may vary from purchaser to purchaser during the period of distribution of Securities.

The issued and outstanding Common Shares are listed and posted for trading on the TSXV under the trading symbol "BTCW" and Over-The-Counter Quotation Bureau ("OTCQB") under the trading symbol "BCNWF". Unless otherwise specified in this Prospectus or a Prospectus Supplement, there is no market through which the Preferred Shares, Warrants, Subscription Receipts, Debt Securities or Units may be sold and you may not be able to resell any of such Securities, purchased under this Prospectus or any Prospectus Supplement. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities, and the extent of issuer regulation. See "Risk Factors".

Purchasers of Securities should be aware that the acquisition of Securities may have tax consequences in Canada and elsewhere. This Prospectus does not discuss tax consequences and any such tax consequences may not be described fully in any applicable Prospectus Supplement with respect to a particular offering of Securities. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.

The head office of the Company is located at #203, 10138 82 Avenue, Edmonton, Alberta T6E 1Z4 and the registered office is located at 10175-101 Street NW, Suite 1700, Edmonton, Alberta, T5J 0H3.

SHORT FORM BASE SHELF PROSPECTUS...1
ABOUT THIS PROSPECTUS...5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS...5
DOCUMENTS INCORPORATED BY REFERENCE...8
SUMMARY DESCRIPTION OF BUSINESS...10
RISK FACTORS...12
USE OF PROCEEDS...16
PRIOR SALES...16
MARKET FOR SECURITIES...16
SELLING SECURITYHOLDERS...16
DIVIDEND POLICY...17
CONSOLIDATED CAPITALIZATION...17
EARNINGS COVERAGE RATIO...17
DESCRIPTION OF SHARE CAPITAL...17
DESCRIPTION OF SECURITIES OFFERED UNDER THIS PROSPECTUS...19
Description of Common Shares...20
Description of Preferred Shares...20
Description of Warrants...20
Description of Subscription Receipts...21
Description of Debt Securities...23
Description of Units...24
PLAN OF DISTRIBUTION...25
CERTAIN INCOME TAX CONSIDERATIONS...26
LEGAL MATTERS...26
EXEMPTION...26
AUDITOR, TRANSFER AGENT AND REGISTRAR...26
ENFORCEMENT OF JUDGMENTS AGAINTS FOREIN PERSONS OR COMPANIES...27
PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION...27
CERTIFICATE OF BITCOIN WELL INC...C-1
CERTIFICATE OF THE PROMOTER...C-2

ABOUT THIS PROSPECTUS

You should rely only on the information contained in or incorporated by reference into this Prospectus. Bitcoin Well has not authorized anyone to provide you with different information. Bitcoin Well is not making an offer of these Securities in any jurisdiction where the offer is not permitted. You should bear in mind that although the information contained in this Prospectus and any Prospectus Supplement is accurate as of any date on the front of such documents, such information may also be amended, supplemented or updated by the subsequent filing of additional documents deemed by law to be or otherwise incorporated by reference into this Prospectus and by any subsequently filed prospectus amendments. Bitcoin Well takes no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give readers of this Prospectus.

This Prospectus provides a general description of the Securities that Bitcoin Well may offer. Each time Bitcoin Well sells Securities under this Prospectus, it will provide you with a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus. Before investing in any Securities, you should read both this Prospectus and any applicable Prospectus Supplement together with the documents incorporated by reference in this Prospectus and any applicable Prospectus Supplement.

Bitcoin Well is not offering to sell the Securities in any jurisdictions where the offer or sale of the Securities is not permitted. The information contained in this Prospectus (including the documents incorporated by reference herein) is accurate only as of the date of this Prospectus (or the date of the document incorporated by reference herein, as applicable), regardless of the time of delivery of this Prospectus or any sale of the Securities. The business, financial condition, results of operations and prospects of Bitcoin Well may have changed since those dates. Bitcoin Well does not undertake to update the information contained or incorporated by reference herein, except as required by applicable Canadian Securities Laws.

The documents incorporated or deemed to be incorporated by reference herein contain meaningful and material information relating to Bitcoin Well and readers of this Prospectus should review all information contained in this Prospectus, the applicable Prospectus Supplement and the documents incorporated or deemed to be incorporated by reference herein and therein.

Bitcoin Well may, from time to time, sell any combination of the Securities described in this Prospectus in one or more offerings up to an aggregate offering amount of $25,000,000. This Prospectus provides prospective purchasers with a general description of the Securities that Bitcoin Well may offer. Each time Bitcoin Well distributes Securities under this Prospectus, Bitcoin Well will provide a prospective purchaser with a Prospectus Supplement that will contain specific information about the terms of that offering of Securities. The Prospectus Supplement may also add, update or change information contained in this Prospectus. Before a purchaser makes a decision to purchase Securities, the prospective purchaser should read this Prospectus, any applicable Prospectus Supplement, together with the documents incorporated by reference in this Prospectus and any applicable Prospectus Supplement.

Statements included or incorporated by reference into this Prospectus about the contents of any contract, agreement or other documents referred to are not necessarily complete, and in each instance, you should refer to any applicable full version or more detailed description of the contract, agreement or other document, as may be available electronically on the System for Electronic Document Analysis and Retrieval + ("SEDAR+") at www.sedarplus.ca.

Unless otherwise indicated, all monetary amounts in this Prospectus are expressed in Canadian dollars. Unless otherwise indicated, all references to “$” and “dollars” in this Prospectus refer to Canadian dollars.

Unless the context otherwise requires, references in this Prospectus and any Prospectus Supplement to "Bitcoin Well", "we", "us" or "our" includes Bitcoin Well Inc. and each of its material subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Prospectus and the documents incorporated by reference into this Prospectus about Bitcoin Well's current and future plans, expectations and intentions, results, levels of activity, performance, goals or

achievements or any other future events or developments constitute “forward-looking information” and “forward-looking statements” as defined under applicable Canadian and U.S. Securities Laws (collectively, “forward-looking statements”). The words “may”, “will”, “would”, “should”, “could”, “expects”, “plans”, “intends”, “trends”, “indications”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “likely”, “goals”, “objectives”, or “potential” or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these words.

Discussions containing forward-looking statements include, among other places, those under “Summary Description of Business” and “Risk Factors”. Forward-looking statements included or incorporated by reference in this Prospectus include, but are not limited to, statements with respect to the future financial or operating performance of Bitcoin Well and its subsidiaries; Bitcoin Well’s expectations with respect to future growth; Bitcoin Well’s expectations with respect to achievement of its business objectives and milestones; Bitcoin Well’s expectations with respect to maintaining necessary licensing and permits to operate its business; changes in laws, regulations, guidelines and regulatory risks associated with the operations of Bitcoin Well; Bitcoin Well’s expectations with respect to the use of net proceeds of future offerings and the use of the available funds following completion of such offerings; requirements for additional capital; Bitcoin Well’s expectations regarding its revenue, expenses and operational costs; Bitcoin Well’s anticipated cash needs; Bitcoin Well’s future business strategy, plans and objectives; outlook on the cryptocurrency and digital assets industry; the future global size of the cryptocurrency market; the prominence and security of bitcoin; ability to complete requested transactions; uses of cryptocurrency and digital assets; financial estimates; Bitcoin Well’s litigation matters; certain agreements that Bitcoin Well has entered into; Bitcoin Well’s ability to raise additional capital; industry competition; Bitcoin Well’s sources of revenues; the expected value of bitcoin and other digital assets; drivers for market growth in the cryptocurrency industry and bitcoin market trends; Bitcoin Well’s plans and opportunities to expand its product and service offerings; Bitcoin Well’s ability to continue as a going concern; Bitcoin Well’s sales and marketing plans; Bitcoin Well’s development of formal internal advertising and marketing policies and procedures; Bitcoin Well being subject to certain regulatory regimes and compliance thereof; the business objectives, strategies and milestones of the Company pertaining to, but not limited to, buying and selling bitcoin and enabling independence; factors affecting the Company’s success; the Company growing its market presence; the payment of dividends; voting entitlements and other rights attached to shares; and disclosure of conflicts of interest.

Forward-looking statements are based on certain assumptions and estimates made by us in light of the experience and perception of historical trends, current conditions, expected future developments, including projected growth in the cryptocurrency industry, and other factors we believe are appropriate and reasonable in the circumstances, but there can be no assurance that such assumptions and estimates will prove to be correct. These assumptions include, but are not limited to: Bitcoin Well’s ability to generate cash flow from operations and obtain necessary financing on acceptable terms; general economic, financial market, regulatory and political conditions in which Bitcoin Well operates remaining the same; Bitcoin Well’s ability to compete in the cryptocurrency industry; Bitcoin Well’s ability to manage anticipated and unanticipated costs; Bitcoin Well’s ability to maintain internal controls over financial reporting and disclosure, and procedures; the timely receipt of any required regulatory approvals; Bitcoin Well’s ability to obtain qualified staff, equipment and services in a timely and cost efficient manner; securities regulation of Bitcoin Well’s activities will remain the same; Bitcoin Well’s ability to operate its business and market its products as intended; Bitcoin Well’s ongoing compliance with regulatory requirements; no unfavorable publicity or change in consumer perception of Bitcoin Well or the cryptocurrency industry; Bitcoin Well’s ability to appropriately manage growth; Bitcoin Well’s ability to retain and acquire skilled personnel, including key personnel; Bitcoin Well’s ability to maintain appropriate insurance coverage; Bitcoin Well’s ability to achieve its stated goals or execute its strategies; Bitcoin Well’s ability to obtain financing and access to capital; the accuracy of Bitcoin Well’s estimates and assumptions relating to its critical accounting policies; the adequacy of Bitcoin Well’s internal controls, including over recently completed acquisitions; and Bitcoin Well’s ability to comply with reporting issuer requirements under applicable Securities Laws and stock exchange policies; general economic conditions; legislative and regulatory environment of the cryptocurrency industry; the impact of increasing competition; the ability to obtain regulatory and shareholder approvals; Bitcoin Well’s ability to successfully acquire and maintain required regulatory licenses and qualifications; prices of cryptocurrencies; the emerging digital currency and cryptocurrency markets and sectors; Bitcoin Well’s ability to maintain good business relationships; Bitcoin Well’s ability to manage and integrate acquisitions; Bitcoin Well’s ability to raise sufficient debt or equity financing to support Bitcoin Well’s continued growth; the technology, proprietary and non-proprietary software, data and intellectual property of Bitcoin Well and third parties in the digital currencies and digital asset sector being reliable to conduct Bitcoin Well’s business; Bitcoin

Well not suffering a material impact or disruption from a cybersecurity incident, cyber-attack or theft of digital assets; continued growth in usage of cryptocurrency for various applications; continued development of stable public infrastructure, with the necessary speed, data capacity and security required to operate blockchain networks; Bitcoin Well's ability to maintain the listing of its Common Shares on the TSXV; the absence of adverse regulations or laws; the absence of material changes in the legislative, regulatory or operating framework for Bitcoin Well's existing and anticipated business; and future demand for and prices of cryptocurrencies.

Many factors could cause Bitcoin Well's actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the factors below, which are discussed in greater detail in the "Risk Factors" sections of this Prospectus and the Annual Information Form (as defined herein). The realization of Bitcoin Well's forward-looking statements depends on Bitcoin Well's business performance which, in turn, is subject to many risks. Factors that could cause actual results to differ materially from expectations include, but are not limited to:

cryptocurrency industry risks – value of bitcoin and other cryptocurrencies is extremely volatile; bitcoin halving risks; the value of cryptocurrencies may be subject to momentum pricing risk and volatility; cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure; banks may not provide banking services, or may cut off banking services, to businesses that provide cryptocurrency related services or that accept cryptocurrencies as payment; changes to prominence of bitcoin and other digital assets; the impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain; further development and acceptance of the cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is uncertain; acceptance and/or widespread use of cryptocurrency is uncertain; possibility of less frequent or cessation of monetization of cryptocurrencies; cryptocurrency network difficulty and impact of increased global computing power; limited history of de-centralized financial system; regulatory changes or actions; issues with the underlying bitcoin network; bitcoin's may temporarily or permanently fork and/or split; if a malicious actor or botnet obtains control of more than 50% of the processing power on a cryptocurrency network, such actor or botnet could manipulate the blockchain to adversely affect Bitcoin Well, which could adversely affect an investment in Bitcoin Well or ability of Bitcoin Well to operate; incorrect or fraudulent coin transactions may be irreversible; the price of coins may be affected by the sale of other coins by other vehicles investing in coins or tracking cryptocurrency markets; custody of cryptocurrency; a determination that a digital asset is a "security", or that an activity in which Bitcoin Well engages involves a "security" transaction for purposes of the federal United States securities laws could adversely affect the value of that digital asset and potentially digital assets generally, and could therefore adversely impact Bitcoin Well's business, financial condition and results of operations as well as the market price of Common Shares;
business risks – international conflict; additional requirements for capital; use of funds; competition; approvals, licenses and permits; global financial conditions; reliance on customers; contracts; clients, contracts and market saturation; corruption and bribery risk; compliance with laws; risks inherent in strategic alliances; uninsured or uninsurable risks; dependence on key management personnel; conflicts of interest; fraudulent or illegal activity by employees, contractors and consultants; internal controls; general economic conditions; liquidity and additional financing; widespread pandemic and risks related thereto; management of growth; anti-money laundering laws and regulation risks; credit and liquidity risk; litigation; cybersecurity risks; limited operating history; additional financing; changes in technology; reliance on key inputs; dependence on suppliers and skilled labour; intellectual property;
company-specific risks – Bitcoin Well's cryptocurrency inventory being exposed to cybersecurity threats and hacks; regulatory changes or actions may alter the nature of an investment in Bitcoin Well or restrict the use of cryptocurrencies in a manner that adversely affects Bitcoin Well's operations; Bitcoin Well will rely on third parties to provide bitcoin and other cryptocurrency inventory; Bitcoin Well derives a substantial portion of its revenue from Bitcoin Well automated teller machines ("ATMs") placed with a number of merchants; Bitcoin Well may be required to sell its coins to pay for expenses; Bitcoin Well's operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in cryptocurrencies; Bitcoin Well's coins may be subject to loss, theft or restriction on access; risk

of technological obsolescence and difficulty in obtaining hardware; server failures; dependence on licensed software; non-recovery of cryptographic keys;

risks related to Common Shares – market volatility; decline in price; tax concerns; dilution; dividend policies;
financial and accounting risks – Bitcoin Well’s ability to achieve its stated goals or execute its strategies; the accuracy of Bitcoin Well’s estimates and assumptions relating to its critical accounting policies; Bitcoin Well’s ability to comply with reporting issuer requirements under applicable securities legislation and stock exchange policies; and increasing regulatory and compliance costs; and
risks related to the Securities – the effect of changes in interest rates on debt securities; Bitcoin Well’s discretion in the use of net proceeds from financings; the potential dilution of Bitcoin Well’s outstanding share capital to fund operations; future sales of Common Shares by existing shareholders; the absence of a public market for certain Securities offered under this Prospectus and any Prospectus Supplement; and dilution from further issuance.

Although Bitcoin Well believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. The purpose of the forward-looking statements is to provide the reader with a description of management’s expectations regarding Bitcoin Well’s performance and may not be appropriate for other purposes. Readers should not place undue reliance on forward-looking statements made herein. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to differ materially from those anticipated in such forward-looking statements. Furthermore, unless otherwise stated, the forward-looking statements contained in this Prospectus are made as of the date of this Prospectus, and we have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained in this Prospectus and the documents incorporated by reference herein and therein are expressly qualified by the foregoing cautionary statements.

Presentation of Financial Information

Bitcoin Well presents its financial statements in Canadian dollars. Bitcoin Well’s annual consolidated financial statements for the years ended December 31, 2023 and 2022 and its unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2024 and 2023, as incorporated by reference in this Prospectus, have been prepared in accordance with the International Financial Reporting Interpretations Committee (“IFRS”).

Market and Industry Data

Unless otherwise indicated, the market and industry data contained or incorporated by reference in this Prospectus is based upon information from independent industry publications, market research, analyst reports and surveys and other publicly available sources. Although Bitcoin Well believes these sources to be generally reliable, market and industry data is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any survey. Bitcoin Well has not independently verified any of the data from third party sources referred to or incorporated by reference herein, and accordingly the accuracy and completeness of such data is not guaranteed.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in all of the provinces and territories of Canada (the “Commissions”). Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Bitcoin Well at #203, 10138 82 Avenue, Edmonton, Alberta T6E 1Z4 (telephone: 1(888) 711-3866) and are also available electronically on SEDAR+ which can be accessed at www.sedarplus.ca.

The following documents of Bitcoin Well, which have been filed with the Commissions, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the annual information form of Bitcoin Well for the year ended December 31, 2023, filed on SEDAR+ on April 23, 2024 (the “Annual Information Form”);

(b) the audited consolidated financial statements of Bitcoin Well and the notes thereon for the years ended December 31, 2023 and 2022, filed on SEDAR+ on April 23, 2024;

(c) the management’s discussion and analysis of Bitcoin Well for years ended December 31, 2023 and 2022, filed on SEDAR+ on April 23, 2024 (the “Annual MD&A”);

(d) the unaudited condensed and consolidated interim financial statements of Bitcoin Well and the notes thereto for the three and nine months ended September 30, 2024 and 2023, filed on SEDAR+ on November 12, 2024;

(e) the management’s discussion and analysis of Bitcoin Well for the three and nine months ended September 30, 2024 and 2023, filed on SEDAR+ on November 12, 2024 (the “Interim MD&A”, and collectively with the Annual MD&A, the “MD&A”);

(f) the management information circular dated May 15, 2024 relating to the annual general and special meeting of shareholders of the Company held on June 24, 2024, filed on SEDAR+ on May 24, 2024;

(g) the material change report of Bitcoin Well dated March 28, 2024, filed on SEDAR+ on March 28, 2024, in respect of the brokered private placement offering of units of Bitcoin Well for gross proceeds of $2,336,740 that closed on March 22, 2024;

(h) the material change report of Bitcoin Well dated December 30, 2024, filed on SEDAR+ on December 30, 2024, in respect of the brokered private placement offering of 2,000 convertible debenture units by Bitcoin Well for aggregate gross proceeds of $2,000,000 that closed on December 30, 2024; and

(i) the material change report of Bitcoin Well dated February 3, 2025, filed on SEDAR+ on February 3, 2025, in respect of the Company’s election to settle indebtedness in the aggregate amount of $133,289 through the issuance a total of 742,789 Common Shares.

Any statement contained in this Prospectus or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus.

Any document of the type referred to above or similar material and any documents required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference into a short form prospectus, including any annual information forms, all material change reports (excluding confidential reports, if any), all annual and interim financial statements and management’s discussion and analysis relating thereto, or information circular or amendments thereto filed by Bitcoin Well with any securities commissions or similar regulatory authority in Canada

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after the date of this Prospectus and during the period that this Prospectus is effective, will be deemed to be incorporated by reference in this Prospectus and will automatically update and supersede information contained or incorporated by reference in this Prospectus. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to Bitcoin Well and readers should review all information contained in this Prospectus, and the documents incorporated or deemed to be incorporated by reference herein.

Any “template version” of any “marketing materials” (as such terms are defined in National Instrument 41-101 – General Prospectus Requirements) filed by Bitcoin Well after the date of a Prospectus Supplement and before the termination of the distribution of Securities offered pursuant to such Prospectus Supplement (together with this Prospectus) will be deemed to be incorporated by reference into such applicable Prospectus Supplement for the purposes of the distribution of Securities to which that Prospectus Supplement pertains.

References to our website in any documents that are incorporated by reference into this Prospectus do not incorporate by reference the information on such website into this Prospectus, and we disclaim any such incorporation by reference.

SUMMARY DESCRIPTION OF BUSINESS

Bitcoin Well carries on the business of: (i) facilitating the online purchase and sale of bitcoin in Canada and the United States; (ii) owning and operating ATMs for bitcoin, including the related ATM equipment, and all associated services including, without limitation, selling, distributing, leasing, financing, installing and servicing ATMs and associated ATM equipment; (iii) providing electronic processing services relating to transactions requested or carried out using ATMs (for equipment owned by Bitcoin Well or third parties); (iv) offering bill payment solutions online; and (v) buying gift cards with bitcoin and other cryptocurrencies. Bitcoin Well provides these services through two business units, offering the convenience of modern banking with the benefits of bitcoin.

The first business unit is a fleet of approximately 165 bitcoin ATM machines placed and operating in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick and Nova Scotia. Bitcoin Well aims to set up its ATMs in high-traffic, transaction-heavy locations such as shopping malls, coffee shops, transportation hubs and convenience stores.

Bitcoin Well is one of the longest standing bitcoin ATM companies in Canada and one of the first in the market. Bitcoin Well makes bitcoin accessible with the use of bitcoin ATMs, online transactions and trades out of their headquarters in Edmonton, Alberta.

Bitcoin Well’s strategy is to leverage its expertise, scale and network; continue to expand in its current markets and new markets; grow its revenues and profits; provide value to the consumer financial services industry; and invest in research and development to build external software as well as internal technology needed to create efficiencies of operations, or a better customer experience. Bitcoin Well wants to empower their customers to “Replace your bank with Bitcoin Well”.

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stocks on an equity market. A custodial cryptocurrency business only provides users with a right to acquire bitcoin or other cryptocurrencies, whereas bitcoin purchased through Bitcoin Well is immediately delivered to the purchaser. Bitcoin Well does not hold bitcoin or other cryptocurrencies or private keys on behalf of any customers, and does not act as an exchange in respect of bitcoin or other cryptocurrencies. Methods of payment for Bitcoin Well transactions can vary from cash, verified money order, online voucher systems, Interac e-Transfer and others.

Additional information about Bitcoin Well’s business, operations and strategic goals are included in the Annual Information Form, MD&A and other documents incorporated by reference into this Prospectus, which are available under Bitcoin Well’s profile on SEDAR+ at www.sedarplus.ca.

Recent Developments

Issuance of Shares

On April 17, 2024, Bitcoin Well issued 571,428 Common Shares at a deemed price of $0.105 per share to an arm’s length party as payment for past services rendered to the Company.

On September 30, 2024, Bitcoin Well issued 541,000 Common Shares to BTC Sessions at a deemed price of $0.12 per share and 1,428,459 Common Shares to Simply Bitcoin at a deemed price of $0.085 per share as payment for past services rendered to the Company.

On February 3, 2025, the Company elected to settle outstanding debt in the aggregate amount of $101,919 (the “Outstanding Debt”) by issuing 536,408 Common Shares at a deemed price of $0.190 per share to settle $31,370 of the Outstanding Debt and by issuing 206,381 Common Shares at a deemed price of $0.152 per share to settle $70,549 of the Outstanding Debt (the “Debt Settlement”). All Common Shares issued in satisfaction of the Outstanding Debt are subject to a statutory hold period of four months plus one day.

Line of Credit Agreements

On May 30, 2023, Bitcoin Well Canada Ltd., a wholly-owned subsidiary of the Company, entered into line of credit agreements with Ledn Hodl I LP and/or LEDN Cayman SEZC Inc. (“Ledn”), which consist of standard bitcoin-backed USD loan tranches. Each loan tranche is a fixed-term, fixed credit, closed-end loan that is collateralized by bitcoins and any additional collateral required under the terms of each loan tranche. Each loan tranche currently has an annual interest rate of 13.4% and term of 12 months, which can be renewed or extended at any time by mutual agreement of the Company and Ledn. The Company may also repay the loan tranches at any time. At December 31, 2024, the balance of the loan tranches payable pursuant to the line of credit was USD$6,710,453 (CAD $9,643,793) with maturity dates ranging from October 7, 2025 to December 23, 2025. The collateral held by Ledn related to the outstanding loan tranches at December 31, 2024 was 141.83 bitcoins.

Debenture Unit Offering

On December 30, 2024, Bitcoin Well closed an offering of 2,000 convertible debenture units of the Company (the “Debenture Units”) at a price of $1,000 per Debenture Unit for aggregate gross proceeds of $1,100,000 on a brokered basis and $900,000 on a non-brokered basis (collectively, the “Debenture Unit Offering”). Each Debenture Unit consists of: (1) one 8% $1,000 principal amount unsecured convertible debenture; and (2) 4,347 Warrants, with each Warrant entitling the holder to purchase one Common Share at a price of $0.30 for a period of 60 months following the closing date of the Debenture Unit Offering.

In connection with the Debenture Units Offering, Bitcoin Well (i) paid to Haywood Securities Inc., as lead agent and sole bookrunner, and Ventum Financial Corp. (collectively, the “Debenture Unit Offering Agents”) a cash commission of $77,000; (2) issued to the Debenture Unit Offering Agents 334,782 non-transferrable compensation options of the Company, with each compensation option exercisable at any time prior to December 30, 2029 at $0.23 to purchase one unit of the Company (the “Compensation Option Units”), with each Compensation Option Unit comprised of one Common Share and one Warrant; and (3) paid to Haywood Securities Inc. a corporate finance fee of $66,000, satisfied by way of issuing 286,956 units of the company (the “Corporate Finance Fee Units”) at a

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deemed price of $0.23 per unit, with each Corporate Finance Fee Unit comprised of one Common Share and one Warrant. The Warrants comprising the Compensation Option Units and the Corporate Finance Fee Units shall have the same terms as the Warrants comprising the Debenture Units.

Regulatory Discussions with the OSC

On March 3, 2025, staff at the Ontario Securities Commission (the “OSC”) notified the Company that the OSC is of the view that certain products and services offered by the Company, including but not limited to its services where customers can trade crypto assets using Cash Vouchers, may be subject to Ontario securities laws. The Company has agreed to work with the OSC to determine whether it is required to register or otherwise bring its operations into compliance with Ontario securities laws. There is no assurance as to the outcome of these discussions, and the Company may be required to modify its business practices or seek regulatory approvals to continue offering certain products and services. See “Risk Factors”.

RISK FACTORS

Investment in the Securities is subject to various risks, including business risks and risks inherent to the cryptocurrency industry in which Bitcoin Well operates. Before making an investment decision, prospective purchasers of Securities should carefully consider the information described in this Prospectus and the documents incorporated by reference herein, including the applicable Prospectus Supplement. Additional risk factors relating to a specific offering of Securities may be described in the applicable Prospectus Supplement. Some of the risk factors described herein and in the documents incorporated by reference herein, including the applicable Prospectus Supplement (and, for greater certainty, the Annual Information Form and the MD&A) are interrelated and, consequently, investors should treat such risk factors as a whole. If any event arising from these risks occurs, our business, prospects, financial condition, results of operations and cash flows, and your investment in the Securities could be materially adversely affected. Additional risks and uncertainties of which we currently are unaware or that are unknown or that we currently deem to be immaterial could have a material adverse effect on our business, financial condition and results of operation. We cannot assure you that we will successfully address any or all of these risks.

For additional information in respect of the risks affecting our business and industry, see the sections “Risk Factors” in Bitcoin Well’s Annual Information Form and “Risk Factors” and/or “Risks and Uncertainties” in Bitcoin Well’s MD&A, each of which is available under Bitcoin Well’s profile on SEDAR+ at www.sedarplus.ca.

Risks Relating to any Offering

Risk of Investment

An investment in the Securities, as well as the Company’s prospects, is speculative due to the risky nature of its business and the present stage of its development. Investors may lose their entire investment. Investors should carefully consider the risk factors described in this Prospectus and under the headings “Risk Factors” and/or “Risks and Uncertainties”, as applicable, in the Annual Information Form and the MD&A. The risks described in this Prospectus and incorporated by reference herein are not the only risk factors facing the Company. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company’s operations. There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below or other unforeseen risks. If any of the risks described in this Prospectus or incorporated by reference herein actually occur, the Company’s business, financial condition and operating results could be adversely affected. Investors should carefully consider the risks in this Prospectus and the other information elsewhere in this Prospectus and consult with their professional advisors to assess any investment in the Company.

No Guarantee of a Positive Return in an Investment

There is no guarantee that an investment in the Securities will earn any positive return in the short term or long term. An investment in the Securities involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity

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in their investment. An investment in the Securities is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment.

Price Volatility

Securities markets and cryptocurrency markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Factors unrelated to the financial performance or prospects of the Company include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries, including but not limited to the cryptocurrency and digital assets industries. There can be no assurance that continued fluctuations in prices will not occur. As a result of any of these factors, the market price of the Securities of the Company at any given point in time may not accurately reflect the long-term value of the Company.

Negative Cash Flow from Operations

The Company had negative operating cash flow for the year ended December 31, 2023 and for the three and nine month periods ended September 30, 2024. Although the Company anticipates it will have positive cash flow from operating activities in future periods, the Company cannot guarantee it will generate positive cash flow from operating activities in future periods. To the extent that the Company has negative cash flow in any future period, certain of the proceeds from the sale of Securities by the Company may be used to fund such negative cash flow from operating activities. See "Use of Proceeds".

Shareholder Rights

Holders of Warrants will not be entitled to any rights with respect to the Common Shares (including, without limitation, voting rights and rights to receive any dividends or other distributions on the Common Shares), but if such a holder subsequently exercises its Warrants, such holder will be subject to all changes affecting the Common Shares. Rights with respect to the Common Shares will arise only if and when the Company delivers Common Shares upon the exercise of a Warrant and, to a limited extent, under the conversion rate adjustments under the warrant indenture, if applicable.

No Assurance of Active or Liquid Market

Shareholders of the Company may be unable to sell significant quantities of Common Shares into the public trading markets without a significant reduction in the price of their Common Shares, or at all. There can be no assurance that there will be sufficient liquidity of the Common Shares on the trading market, and that the Company will continue to meet the listing requirements of the TSXV or OTCQB or achieve or maintain a listing on any other securities exchange.

Other than for the Common Shares, there is no market through which the Securities may be sold and purchasers may not be able to resell such Securities purchased under the Prospectus and any Prospectus Supplement.

Unless otherwise specified in the applicable Prospectus Supplement, Bitcoin Well does not intend to apply for listing of the Warrants, Subscription Receipts, Debt Securities, Preferred Shares or Units on any securities exchanges. If the Warrants, Subscription Receipts, Debt Securities, Preferred Shares or Units are traded after their initial issuance, they may trade at a discount from their initial offering prices depending on prevailing interest rates (as applicable), the market for similar securities and other factors, including general economic conditions and its financial condition. There can be no assurance that an active trading market will develop for the Securities (other than for the Common Shares) after an offering, or if developed, that such market will be sustained. This may affect the pricing of such Securities and the extent of issuer regulation.

The public offering prices of the Securities may be determined by negotiation between Bitcoin Well and/or the Selling Securityholders based on several factors and may bear no relationship to the parties at which the Securities will trade in the public market subsequent to such offering. See "Plan of Distribution".

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Unsecured Debt Securities

The Company carries on some of its business through corporate subsidiaries, and a portion of its assets are held in its corporate subsidiaries. Unless otherwise indicated in the applicable Prospectus Supplement, the Company’s subsidiaries will not have an obligation to pay amounts due pursuant to any Debt Securities or to make any funds available for payment on Debt Securities, whether by dividends, interest, loans, advances or other payments. In addition, the payment of dividends and the making of loans, advances and other payments to the Company by its subsidiary may be subject to statutory or contractual restrictions. Unless otherwise indicated in the applicable Prospectus Supplement, the indenture governing the Debt Securities is not expected to limit the Company’s ability or the ability of its subsidiary to incur indebtedness. Unless otherwise indicated in the applicable Prospectus Supplement, such indebtedness of the Company’s subsidiary would be structurally senior to the Debt Securities. As such, in the event of the liquidation of the subsidiary, the assets of the subsidiary would be used first to repay the obligations of the subsidiary, including indebtedness and trade payables, prior to being used by the Company to pay its indebtedness, including any Debt Securities. See “Description of Debt Securities”.

Effect of Changes in Interest Rates on Debt Securities

Prevailing interest rates will affect the market price or value of any Debt Securities. The market price or value of any Debt Securities may decline as prevailing interest rates for comparable debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline.

Effect of Fluctuations in Foreign Currency Markets on Debt Securities

Debt securities denominated or payable in foreign currencies may entail significant risk. These risks include, without limitation, the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential liquidity restrictions in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable Prospectus Supplement.

Future Sales of Common Shares by Existing Shareholders

Sales of a large number of Common Shares in the public markets, or the potential for such sales, could decrease the trading price of the Common Shares and could impair Bitcoin Well’s ability to raise capital through future sales of Common Shares.

Dilution from Further Issuances

Bitcoin Well may issue or sell additional securities (including through the sale of Securities convertible into Common Shares) and may issue additional debt or equity securities to finance its business and operations. Bitcoin Well is authorized to issue an unlimited number of Common Shares. Bitcoin Well cannot predict the size of future sales and issuances of debt or equity securities or the effect, if any, that future sales and issuances of debt or equity securities will have on the market price of the Common Shares. Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Common Shares. To the extent that Bitcoin Well raises additional capital through the sale of equity or convertible debt securities, Bitcoin Well shareholders’ ownership interest will be diluted, and the terms of these new securities may include liquidation or other preferences that adversely affect the shareholders’ rights as common shareholders. Debt financing, if available at all, may involve agreements that include covenants limiting or restricting Bitcoin Well’s ability to take specific actions such as incurring additional debt, making capital expenditures, or declaring dividends.

Potential Regulatory Requirements and Restrictions

On March 3, 2025, staff at the OSC notified the Company that they consider certain of its products and services, including but not limited to crypto asset trading via Cash Vouchers, to potentially be subject to Ontario securities laws. The Company has agreed to work with the OSC to assess its regulatory obligations and determine whether it must register or otherwise bring its operations into compliance with Ontario securities laws. If the OSC determines that registration or other regulatory action is required, OSC staff may impose a deadline by which the Company must

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obtain registration, cease offering certain products or services in Ontario or to Ontario residents, including Cash Vouchers, or modify its business operations to comply with Ontario securities laws. Failure to do so could have adverse consequences for the Company's business, financial condition, and operations, including restrictions on offering products or services in Ontario, serving Ontario residents, or using proceeds from public financings to support related activities in Ontario. It is possible that staff of the securities regulatory authorities in other jurisdictions of Canada will take a similar approach to the OSC.

Financial and Accounting Risks

Reliance on Forward-Looking Statements

Potential investors should not place undue reliance on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Failure to Achieve Stated Goals or Execute Strategies

From time to time, Bitcoin Well may announce the timing of certain events it expects to occur or possible outcomes of its business strategy. These statements are forward-looking and are based on the best estimates of management at the time relating to the occurrence of such events. However, the actual timing of such events may differ from what has been publicly disclosed. These variations in timing may occur as a result of different events, beyond Bitcoin Well's control, having the effect of delaying the publicly announced timeline. Bitcoin Well undertakes no obligation to update or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. Any variation in the timing of previously announced milestones could have a material adverse effect on its business plan, financial condition or operating results and the trading price of its securities.

Estimates or Judgments Relating to Critical Accounting Policies

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Bitcoin Well bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, as provided in the notes to its financial statements, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. Bitcoin Well's operating results may be adversely affected if the assumptions change or if actual circumstances differ from those in the assumptions, which could cause Bitcoin Well's operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the share price of Bitcoin Well. Significant assumptions and estimates used in preparing the financial statements include those related to the credit quality of accounts receivable, income tax credits receivable, share based payments, and revenue and cost recognition.

Reporting Issuer Status

As a reporting issuer, Bitcoin Well is subject to reporting requirements under applicable Securities Laws and stock exchange policies. Compliance with these requirements increase legal and financial compliance costs, make some activities more difficult, time consuming or costly and increase demand on existing systems and resources. In order to maintain and, if required, improve disclosure controls and procedures and internal controls over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management's attention may be diverted from other business concerns, which could harm Bitcoin Well's business and results of operations. Bitcoin Well may need to hire additional employees to comply with these requirements in the future, which would increase its costs and expenses and affect its profitability and financial results.

Increased Regulatory and Compliance Costs

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Legal, accounting, and other expenses associated with public company reporting requirements are generally increasing annually. Bitcoin Well anticipates that costs may continue to increase with corporate governance related requirements. Bitcoin Well also expects these rules and regulations may make it more difficult and more expensive for it to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for Bitcoin Well to attract and retain qualified individuals to serve on the board of directors of the Company (the “Board of Directors”) or as executive officers of the Company.

General

Although management believes that the above risks and risks incorporated by reference fairly capture the material risks facing Bitcoin Well, the risks noted above do not necessarily comprise all those potentially faced by Bitcoin Well as it is impossible to foresee all possible risks. Although the Board of Directors will seek to minimize the impact of the risk factors, an investment in Bitcoin Well should only be made by investors able to sustain a total loss of their investment. Investors are strongly recommended to consult a person who specializes in investments of this nature before making any decision to invest.

USE OF PROCEEDS

The net proceeds from any offering of Securities and the proposed use of those proceeds will be set forth in the applicable Prospectus Supplement relating to that offering of Securities. Unless otherwise specified in a Prospectus Supplement, the net proceeds from the sale of Securities will be used for working capital, general corporate and administrative purposes, sales and marketing, and to repay indebtedness from time to time. Bitcoin Well will not receive any proceeds of the sale of Securities from a Selling Securityholder. Each Prospectus Supplement will contain specific information concerning the use of proceeds from that sale of Securities. More detailed information regarding any determinable milestones at the applicable time and anticipated expenses associated with any underwriter, broker, dealer or agent in respect of any sales by Bitcoin Well will be described in any applicable Prospectus Supplement.

The Company had negative operating cash flow for the year ended December 31, 2023 and the three and nine month periods ended September 30, 2024. Although the Company anticipates it will have positive cash flow from operating activities in future periods, the Company cannot guarantee it will generate positive cash flow from operating activities in future periods. To the extent that the Company has negative cash flow in any future period, the Company may need to deploy a portion of its existing working capital to fund such negative cashflows. The Company expects that the current working capital will be sufficient to fund current operations and capital requirements for the next 12 months.

PRIOR SALES

Information regarding prior sales of Securities will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

MARKET FOR SECURITIES

The Common Shares are listed on the TSXV under the trading symbol “BTCW” and on the OTCQB under the symbol “BCNWF”.

Trading price and volume of the Common Shares will be provided as required in each Prospectus Supplement.

SELLING SECURITYHOLDERS

This Prospectus may also, from time to time, relate to the offering of the Securities by way of a secondary offering by certain Selling Securityholders.

The terms under which the Securities may be offered by Selling Securityholders will be described in the applicable Prospectus Supplement. The Prospectus Supplement for or including any offering of Securities by Selling Securityholders will include, without limitation, where applicable: (i) the names of the Selling Securityholders; (ii)

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the number and type of Securities owned, controlled or directed by each Selling Securityholder; (iii) the number of Securities being distributed for the accounts of each Selling Securityholder; (iv) the number of Securities to be owned, controlled or directed by each Selling Securityholder after the distribution and the percentage that number or amount represents out of the total number of outstanding Securities; (v) whether the Securities are owned by the Selling Securityholders, both of record and beneficially, of record only or beneficially only; (vi) if a Selling Securityholder purchased any Securities held by such Selling Securityholder within the two years preceding the date of the Prospectus Supplement, the date or dates such Selling Securityholder acquired such Securities; and (vii) if a Selling Securityholder acquired the Securities held such Selling Securityholder in the 12 months preceding the date of the Prospectus Supplement, the cost thereof to the Selling Securityholder in the aggregate and on a per Security basis.

DIVIDEND POLICY

Bitcoin Well has not declared or paid dividends since incorporation and has no present intention to declare or pay any dividends in the foreseeable future. Bitcoin Well’s current policy is to retain cash flows to finance the development and advancement of its platforms and to otherwise invest in Bitcoin Well’s business. Dividends paid by Bitcoin Well would be subject to tax and, potentially, withholdings. The future payment of dividends will be dependent upon the financial requirements of the Company to fund further growth, the financial condition of the Company and other factors, which the Board of Directors may consider in the circumstances.

CONSOLIDATED CAPITALIZATION

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the share and loan capitalization of Bitcoin Well that will result from the issuance of Securities pursuant to such Prospectus Supplement.

There has not been any material change in the share and loan capital of Bitcoin Well, on a consolidated basis, since September 30, 2024, the date of Bitcoin Well’s most recently completed financial period, which have not been disclosed in this Prospectus or the documents incorporated by reference herein, other than the issuance of an aggregate of 1,518,047 Common Shares pursuant to the exercise of Options and Warrants.

EARNINGS COVERAGE RATIO

The applicable Prospectus Supplement will provide, as required, the earnings coverage ratios with respect to the issuance of Securities pursuant to such Prospectus Supplement.

DESCRIPTION OF SHARE CAPITAL

Authorized Capital

Bitcoin Well’s authorized capital consists of an unlimited number of Common Shares without nominal or par value and an unlimited number of non-voting preferred shares, without nominal or par value and issuable in series.

Common Shares

As at the date hereof, Bitcoin Well’s authorized capital consists of an unlimited number of Common Shares of which 220,161,726 Common Shares are issued and outstanding.

The holders of Common Shares are entitled:

(a) to receive notice of and to attend and vote at all meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote;

(b) to receive any dividend declared by Bitcoin Well on the Common Shares; provided that Bitcoin Well shall be entitled to declare dividends on the Preferred Shares, or on any of such classes of shares without being obliged to declare any dividends on the Common Shares of Bitcoin Well; and

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(c) subject to the rights, privileges, restrictions and conditions attaching to any other class of shares of Bitcoin well, to receive the remaining property of Bitcoin Well upon dissolution in equal rank with the holders of all other Common Shares of Bitcoin Well.

There are no pre-emptive rights, conversion or exchange rights attaching to the Common Shares, nor are there any sinking or purchase fund provisions, provisions permitting or restricting the issuance of additional securities or any other material restrictions, nor are there any provisions requiring a shareholder to contribute additional capital. There are no redemption, retraction, purchase for cancellation provisions attaching to the Common Shares.

As of the date of this Prospectus, all Common Shares are fully paid and non-assessable.

Preferred Shares

The Company is authorized to issue an unlimited number of non-voting Preferred Shares without nominal or par value.

The Preferred Shares have the following rights, privileges, restrictions and conditions:

(a) the Preferred Shares may from time to time be issued in one or more series, and the Board of Directors may fix from time to time before such issue the number of Preferred Shares which is to comprise each series and the designation, rights, privileges, restrictions and conditions attaching to each series of Preferred Shares including, without limiting the generality of the foregoing, any voting rights, the rate or amount of dividends or the method of calculating dividends, the dates of payment thereof, the terms and conditions of redemption, purchase and conversion, if any, and any sinking fund or other provisions;

(b) the Preferred Shares of each series shall, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding-up of Bitcoin Well, whether voluntary or involuntary, or any other return of capital or distribution of the assets of Bitcoin Well amongst its shareholders for the purpose of winding up its affairs, be entitled to preference over the Common Shares and over any other shares of Bitcoin Well ranking by their terms junior to the Preferred Shares of that series. The Preferred Shares of any series may also be given such other preferences, not inconsistent with Bitcoin Well's articles of incorporation, over the Common Shares and any other such Preferred Shares as may be fixed in accordance with clause (a) above; and

(c) if any cumulative dividends or amounts payable on the return of capital in respect of a series of Preferred Shares are not paid in full, all series of Preferred Shares shall participate rateably in respect of accumulated dividends and return of capital.

As of the date of this Prospectus, there are no Preferred Shares issued and outstanding.

Stock Options and Other Equity-Based Compensation Awards

On May 13, 2024, the Board of Directors adopted an omnibus equity incentive plan (the "Omnibus Plan"). The Omnibus Plan was subsequently approved by the shareholders of the Company by an ordinary resolution in the annual general and special meeting of shareholders on June 24, 2024. The Omnibus Plan provides flexibility to the Company to grant equity-based compensation awards in the form of Options, restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs"). The Omnibus Plan allows the grant to directors, officers, employees and consultants of the Company (collectively "Participants") of Options, RSUs and PSUs settled in common shares (or, at the election of the Company, their cash equivalent), and for Participants who are non-employee members of the Board of Directors and its designated affiliates, the grant of DSUs

The Omnibus Plan is a “10% rolling and 10% fixed” plan, such that the maximum number of common shares available for issuance under the Omnibus Plan and any other security-based compensation arrangement of the Corporation:

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(a) pursuant to Options, shall not exceed 10% of the issued and outstanding Common Shares from time to time, and

(b) pursuant to RSUs, PSUs and DSUs, in aggregate, shall not exceed 21,457,327, which represents 10% of the Common Shares issued and outstanding as of the date the Board of Directors adopted the Omnibus Plan.

As at the date of this Prospectus, Bitcoin Well has Options outstanding exercisable to acquire 14,750,776 Common Shares at prices ranging from $0.05 to $0.34 per Common Share with expiry dates ranging from July 23, 2025 to September 18, 2027.

Warrants

As at the date of this Prospectus, Bitcoin Well has Warrants outstanding exercisable to acquire 45,319,625 Common Shares at prices ranging from $0.05 to $0.30 per Common Share with expiry dates ranging from September 1, 2026 to December 30, 2029.

Compensation Options

As at the date of this Prospectus, Bitcoin Well has compensation options outstanding exercisable to acquire 1,213,385 units of the Company (each, a “Compensation Option Unit”) at prices ranging from $0.175 to $0.23 per Compensation Option Unit with expiry dates ranging from March 22, 2027 to December 30, 2029. Each Compensation Option Unit is comprised of one Common Share and one common share purchase warrant of the Company (each, a “Compensation Option Unit Warrant”), with each Compensation Option Unit Warrant exercisable to acquire one Common Share at prices ranging from $0.275 to $0.30 with expiry dates ranging from March 22, 2027 to December 30, 2029.

DESCRIPTION OF SECURITIES OFFERED UNDER THIS PROSPECTUS

Bitcoin Well may offer Common Shares, Preferred Shares, Warrants, Subscription Receipts, Debt Securities or Units with a total value of up to $25,000,000 from time to time under this Prospectus, together with any applicable Prospectus Supplement, at prices and on terms to be determined by market conditions at the time of offering. This Prospectus provides a general description of the Securities Bitcoin Well may offer. Each time Bitcoin Well offers Securities, it will provide a Prospectus Supplement that will describe the specific amounts, prices and other important terms of the Securities, including, to the extent applicable:

designation or classification;
aggregate offering price;
original issue discount, if any;
rates and times of payment of dividends, if any;
redemption, conversion or exchange terms, if any;
conversion or exchange prices, if any, and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices in the securities or other property receivable upon conversion or exchange;
restrictive covenants, if any;
voting or other rights, if any; and
important Canadian federal income tax considerations.

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A Prospectus Supplement may also add, update or change information contained in this Prospectus or in documents that Bitcoin Well has incorporated by reference. However, no Prospectus Supplement will offer a security that is not described in this Prospectus.

Description of Common Shares

Bitcoin Well may offer Common Shares, which Bitcoin Well may issue independently or together with Preferred Shares, Warrants, Subscription Receipts and/or Debt Securities, and the Common Shares may be separate from or attached to such Securities as a Unit. See above under the heading “Description of Share Capital – Authorized Capital – Common Shares” for a summary description of the Common Shares.

Description of Preferred Shares

Preferred Shares may be offered separately or together with other Securities, as the case may be. See above under the heading “Description of Share Capital – Authorized Capital - Preferred Shares” for a summary description of the Preferred Shares, which is a brief summary of certain general terms and provisions of the Preferred Shares that may be offered pursuant to this Prospectus. This summary does not purport to be complete. The particular terms and provisions of the Preferred Shares as may be offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement pertaining to such offering of Preferred Shares, and the extent to which the general terms and provisions described below may apply to such Preferred Shares will be described in the applicable Prospectus Supplement.

Description of Warrants

Warrants may be offered separately or together with other Securities, as the case may be. Each series of Warrants will be issued under a separate warrant indenture to be entered into between Bitcoin Well and one or more banks or trust companies acting as warrant agent. The applicable Prospectus Supplement will include details of the terms and conditions of the Warrants being offered. The warrant agent will act solely as Bitcoin Well’s agent and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants.

The particular terms of each issue of Warrants will be described in the related Prospectus Supplement. This description will include, where applicable:

the designation and aggregate number of Warrants;
the price at which the Warrants will be offered;
the exercise price of the Warrants
the currency or currencies in which the Warrants will be offered;
whether the Warrants will be listed on any securities exchange;
the designation and terms of the Common Shares purchasable upon exercise of the Warrants;
the date on which the right to exercise the Warrants will commence and the date on which the right will expire;
the number of Common Shares that may be purchased upon exercise of each Warrant and the price at which and currency or currencies in which the Common Shares may be purchased upon exercise of each Warrant;
the designation and terms of any Securities with which the Warrants will be offered, if any, and the number of the Warrants that will be offered with each Security;

the date or dates, if any, on or after which the Warrants and the related Securities will be transferable separately;
whether the Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;
any minimum or maximum amount of Warrants that may be exercised at any one time;
material Canadian tax consequences of owning the Warrants;
any other terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants; and
any other material terms or conditions of the Warrants.

Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of Common Shares issuable upon exercise of the Warrants.

Bitcoin Well reserves the right to set forth in a Prospectus Supplement specific terms of the Warrants that are not within the options and parameters set forth in this Prospectus. In addition, to the extent that any particular terms of the Warrants described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such Warrants.

Description of Subscription Receipts

Bitcoin Well may issue Subscription Receipts that may be exchangeable by the holders thereof for Common Shares and/or other Securities of Bitcoin Well upon the satisfaction of certain conditions. Bitcoin Well may offer Subscription Receipts separately or together with Common Shares, Preferred Shares, Warrants, Debt Securities or a combination thereof. Subscription Receipts will be issued pursuant to one or more subscription receipt agreements (each, a "Subscription Receipt Agreement"), each to be entered into between Bitcoin Well and an escrow agent (the "Escrow Agent"), which will establish the terms and conditions of the Subscription Receipts. Bitcoin Well will file on SEDAR+ a copy of any Subscription Receipt Agreement after Bitcoin Well has entered into it.

The following description sets forth certain general terms and provisions of Subscription Receipts and is not intended to be complete. The statements made in this Prospectus relating to any Subscription Receipt Agreement and Subscription Receipts to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to the provisions of the applicable Subscription Receipt Agreement and the Prospectus Supplement describing such Subscription Receipt Agreement. Bitcoin Well urges you to read the applicable Prospectus Supplement related to the particular Subscription Receipts that Bitcoin Well sells under this Prospectus, as well as the complete Subscription Receipt Agreement.

The Prospectus Supplement and the Subscription Receipt Agreement for any Subscription Receipts Bitcoin Well offers will describe the specific terms of the Subscription Receipts and may include, but are not limited to, any of the following:

the designation and aggregate number of Subscription Receipts offered;
the price at which the Subscription Receipts will be offered;
the currency or currencies in which the Subscription Receipts will be offered;
the designation, number and terms of the Securities to be received by holders of Subscription Receipts upon satisfaction of the release conditions, and the procedures that will result in the adjustment of those numbers;

the conditions (the “Release Conditions”) that must be met in order for holders of Subscription Receipts to receive for no additional consideration the underlying Securities;
the procedures for the issuance and delivery of the underlying Securities to holders of Subscription Receipts upon satisfaction of the Release Conditions;
whether any payments will be made to holders of Subscription Receipts upon delivery of the underlying Securities upon satisfaction of the Release Conditions (e.g., an amount equal to dividends declared on Common Shares by Bitcoin Well to holders of record during the period from the date of issuance of the Subscription Receipts to the date of issuance of any Common Shares pursuant to the terms of the Subscription Receipt Agreement);
the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of Subscription Receipts, together with interest and income earned thereon (collectively, the “Escrowed Funds”), pending satisfaction of the Release Conditions;
the terms and conditions pursuant to which the Escrow Agent will hold the underlying Securities pending satisfaction of the Release Conditions;
the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to Bitcoin Well upon satisfaction of the Release Conditions;
if the Subscription Receipts are sold to or through underwriters or agents, the terms and conditions under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters;
or agents in payment of all or a portion of their fees or commission in connection with the sale of the Subscription Receipts;
procedures for the refund by the Escrow Agent to holders of Subscription Receipts of all or a portion of the subscription price for their Subscription Receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the Release Conditions are not satisfied;
any contractual right of rescission to be granted to initial purchasers of Subscription Receipts in the event this Prospectus, the Prospectus Supplement under which Subscription Receipts are issued or any amendment hereto or thereto contains a misrepresentation;
any entitlement of Bitcoin Well to purchase the Subscription Receipts in the open market by private agreement or otherwise;
whether Bitcoin Well will issue the Subscription Receipts as global securities and, if so, the identity of the depositary for the global securities;
whether Bitcoin Well will issue the Subscription Receipts as bearer securities, registered securities or both;
provisions as to modification, amendment or variation of the Subscription Receipt Agreement or any rights or terms attaching to the Subscription Receipts;
the identity of the Escrow Agent;
whether the Subscription Receipts will be listed on any exchange;
material Canadian federal tax consequences of owning the Subscription Receipts; and
any other terms of the Subscription Receipts.

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Bitcoin Well reserves the right to set forth in a Prospectus Supplement specific terms of the Subscription Receipts that are not within the options and parameters set forth in this Prospectus. In addition, to the extent that any particular terms of the Subscription Receipts described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such Subscription Receipts.

Description of Debt Securities

Bitcoin Well may issue Debt Securities, which will be issued in one or more series under an indenture (the “Indenture”) to be entered into between Bitcoin Well and one or more trustees (the “Trustee”) that will be named in a Prospectus Supplement for a series of Debt Securities. Any Trustee will be a financial institution organized under the laws of Canada or a province thereof and authorized to carry on business as a trustee. Each such Indenture, as supplemented or amended from time to time, will set out the terms of the applicable series of Debt Securities. The statements in this Prospectus relating to any Indenture and the Debt Securities to be issued under it are summaries of anticipated provisions of an applicable Indenture and do not purport to be complete and are subject to the provisions of such Indenture, as applicable. Each Indenture may include:

the specific designation of the Debt Securities;
any limit on the aggregate principal amount of the Debt Securities; the date or dates, if any, on which the Debt Securities will mature and the portion (if less than all of the principal amount) of the Debt Securities to be payable upon declaration of acceleration of maturity;
the rate or rates (whether fixed or variable) at which the Debt Securities will bear interest, if any, the date or dates from which any such interest will accrue and on which any such interest will be payable and the record dates for any interest payable on the Debt Securities that are in registered form;
the terms and conditions under which we may be obligated to redeem, repay or purchase the Debt Securities pursuant to any sinking fund or analogous provisions or otherwise;
the terms and conditions upon which we may redeem the Debt Securities, in whole or in part, at our option;
the covenants applicable to the Debt Securities;
the terms and conditions for any conversion or exchange of the Debt Securities for any other securities;
the extent and manner, if any, to which payment on or in respect of the Debt Securities of the series will be senior or will be subordinated to the prior payment of other liabilities and obligations of Bitcoin Well;
whether the Debt Securities will be secured or unsecured;
whether the Debt Securities will be issuable in registered form or bearer form or both, and, if issuable in bearer form, the restrictions as to the offer, sale and delivery of the Debt Securities which are in bearer form and as to exchanges between registered form and bearer form;
whether the Debt Securities will be issuable in the form of registered global securities (“Global Securities”), and, if so, the identity of the depositary for such registered Global Securities;
the denominations in which registered Debt Securities will be issuable, if other than denominations of $1,000 and integral multiples of $1,000 and the denominations in which bearer Debt Securities will be issuable, if other than denominations of $5,000;
each office or agency where payments on the Debt Securities will be made and each office or agency where the Debt Securities may be presented for registration of transfer or exchange;

if other than United States dollars, the currency in which the Debt Securities are denominated or the currency in which we will make payments on the Debt Securities;
material Canadian federal income tax consequences and United States federal income tax consequences of owning the Debt Securities;
any index, formula or other method used to determine the amount of payments of principal of (and premium, if any) or interest, if any, on the Debt Securities; and
any other terms, conditions, rights or preferences of the Debt Securities which apply solely to the Debt Securities.

If we denominate the purchase price of any of the Debt Securities in a currency or currencies other than United States dollars or a non-United States dollar unit or units, or if the principal of and any premium and interest on any Debt Securities is payable in a currency or currencies other than United States dollars or a non-United States dollar unit or units, we will provide investors with information on the restrictions, elections, general tax considerations, specific terms and other information with respect to that issue of Debt Securities and such non-United States dollar currency or currencies or non-United States dollar unit or units in the applicable Prospectus Supplement.

Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

The terms on which a series of Debt Securities may be convertible into or exchangeable for Common Shares or other securities of Bitcoin Well will be described in the applicable Prospectus Supplement. These terms may include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at the option of Bitcoin Well, and may include provisions pursuant to which the number of Common Shares or other securities to be received by the holders of such series of Debt Securities would be subject to adjustment.

To the extent any Debt Securities are convertible into Common Shares or other Securities of Bitcoin Well, prior to such conversion the holders of such Debt Securities will not have any of the rights of holders of the securities into which the Debt Securities are convertible, including the right to receive payments of dividends or the right to vote such underlying securities.

To the extent any Debt Securities are convertible into Common Shares or other Securities of Bitcoin Well, prior to the conversion of such Debt Securities, holders of such Debt Securities will not have any of the rights of holders of the securities into which the Debt Securities are convertible, including the right to receive payments of dividends or the right to vote such underlying securities.

Bitcoin Well may issue Debt Securities in whole or in part in the form of one or more global securities, which will be registered in the name of and be deposited with a depositary, or its nominee, each of which will be identified in the applicable Prospectus Supplement. The global securities may be in temporary or permanent form. The applicable Prospectus Supplement will describe the terms of any depositary arrangement and the rights and limitations of owners of beneficial interests in any global security. The applicable Prospectus Supplement will describe the exchange, registration and transfer rights relating to any global security.

Description of Units

Bitcoin Well may issue Units comprised of a one or more of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The Unit agreement, if any, under which a Unit is issued may provide that the Securities comprising the Unit may not be held or transferred separately, at any time or at any time before a specified date.

The particular terms and provisions of each issue of Units will be described in the related Prospectus Supplement. This description will include, where applicable:

the designation and aggregate number of Units offered;
the price at which the Units will be offered;
if other than Canadian dollars, the currency or currency Unit in which the Units are denominated;
the terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;
the number of Securities that may be purchased upon exercise of each Unit and the price at which and currency or currency Unit in which that amount of Securities may be purchased upon exercise of each Unit;
any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units; and
any other material terms, conditions and rights (or limitations on such rights) of the Units.

Bitcoin Well reserves the right to set forth in a Prospectus Supplement specific terms of the Units that are not within the options and parameters set forth in this Prospectus. In addition, to the extent that any particular terms of the Units described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such Units.

PLAN OF DISTRIBUTION

Bitcoin Well may from time to time during the 25-month period that this Prospectus, including any amendments and supplements thereto, remains valid, offer for sale and issue up to an aggregate of $25,000,000 in Securities hereunder.

Bitcoin Well and/or the Selling Securityholders may sell the Securities to or through underwriters or dealers, and also may sell Securities to one or more other purchasers directly or through agents, or pursuant to applicable statutory exemptions. Each Prospectus Supplement will set forth the terms of the offering, including the name or names of any underwriters or agents, the name or names of any Selling Securityholders, the purchase price or prices of the Securities and the proceeds to Bitcoin Well from the sale of the Securities. Only those underwriters, dealers or agents named in a Prospectus Supplement will be the underwriters, dealers or agents in connection with the Securities offered thereby.

This Prospectus may also, from time to time, relate to the offering of Securities by certain Selling Securityholders. The Selling Securityholders may sell all or a portion of the Securities beneficially owned by them and offered thereby from time to time directly or through one or more underwriters, broker-dealers or agents. Securities may be sold by the Selling Securityholders in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices.

The Securities may be sold, from time to time, in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions deemed to be "at the market distributions" as defined in NI 44-102, including sales made directly on the TSXV or other existing markets for the Securities. Additionally, this Prospectus and any Prospectus Supplement may also cover the initial resale of the Securities purchased pursuant thereto. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to Bitcoin Well.

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In connection with any offering of Securities, other than an “at-the-market distribution”, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

Unless otherwise specified in a Prospectus Supplement, there is no market through which the Preferred Shares, Warrants, Subscription Receipts, Debt Securities or Units may be sold and purchasers may not be able to resell these securities purchased under this Prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of securities, and the extent of issuer regulation. See “Risk Factors”.

In connection with the sale of Securities, underwriters, dealers and agents may receive compensation from Bitcoin Well and/or the Selling Securityholders or from purchasers of the Securities from whom they may act as agents in the form of discounts, concessions or commissions. Any such commissions payable by Bitcoin Well will be paid out of Bitcoin Well’s general funds. Underwriters, dealers and agents that participate in the distribution of Securities may be deemed to be underwriters and any discounts or commissions received by them from Bitcoin Well and/or the Selling Securityholders, and any profit on the resale of Securities by such underwriters, dealers and agents may be deemed to be underwriting discounts and commissions under applicable Securities Laws.

Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with Bitcoin Well and/or the Selling Securityholders to indemnification by Bitcoin Well and/or the Selling Securityholders against certain liabilities, including liabilities under applicable Securities Laws, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Those underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, Bitcoin Well in the ordinary course of business.

CERTAIN INCOME TAX CONSIDERATIONS

Owning or holding any of the Securities may subject you to tax consequences in Canada and elsewhere. Although the applicable Prospectus Supplement may describe certain Canadian federal income tax consequences of the acquisition, ownership and disposition of any Securities offered under this Prospectus by an initial investor, the Prospectus Supplement may not describe these tax consequences fully. You should consult your own tax advisor with respect to your particular circumstances.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to an offering of Securities, certain legal matters relating to the offering of Securities will be passed upon on behalf of Bitcoin Well by Cozen O’Connor LLP. If any underwriters, dealers or agents named in a Prospectus Supplement retain their own counsel to pass upon legal matters relating to the Securities, the counsel will be named in the Prospectus Supplement.

EXEMPTION

Pursuant to a decision of the Autorité des marchés financiers dated February 3, 2025, Bitcoin Well was granted a permanent exemption from the requirement to translate into French this Prospectus as well as the documents incorporated by reference herein and any Prospectus Supplement to be filed in relation to any future “at-the-market” distribution. This exemption is granted on the condition that this Prospectus and any Prospectus Supplement (other than in relation to an “at-the-market” distribution) be translated into French if Bitcoin Well offers Securities to Québec purchasers in connection with an offering other than in relation to an “at-the-market” distribution.

AUDITOR, TRANSFER AGENT AND REGISTRAR

The external auditor of Bitcoin Well is Kingston Ross Pasnak LLP at its principal office located at 9 Triple8 Building, Suite 1500, 9888 Jasper Ave., Edmonton, Alberta, T5J 5C6, Canada. The financial statements have been audited by Kingston Ross Pasnak LLP, as set forth in their audit reports. Kingston Ross Pasnak LLP is the independent auditor

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of Bitcoin Well and is independent within the meaning of the Rules of Professional Conduct of the Institute of Chartered Professional Accountants of Alberta.

The registrar and transfer agent for the Common Shares is Odyssey Trust Company at its principal office located at Stock Exchange Tower, 1230 – 300, 5th Avenue SW, Calgary, AB T2P 3C4.

ENFORCEMENT OF JUDGMENTS AGAINTS FOREIN PERSONS OR COMPANIES

The following director of the Company resides outside of Canada and has appointed the following agent for service of process:

Name of Person	Name and Address of Agent
Mitchell Demeter
Director	Cozen O’Connor LLP
Bay Adelaide Centre – North Tower
Suite 2700, 40 Temperance Street
Toronto, ON M5H 0B4

PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities Laws in certain of the provinces of Canada provides and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase Securities. This right may only be exercised within two business days after receipt or deemed receipt of a Prospectus, the accompanying Prospectus Supplement relating to Securities purchased by a purchaser and any amendment thereto. In several of the provinces, the Securities Laws further provide a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the Prospectus, the accompanying Prospectus Supplement relating to Securities purchased by a purchaser and any amendment thereto contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the Securities Laws of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the Securities Laws of the purchaser’s province or territory for the particulars of these rights or consult with a legal adviser. However, purchasers of Securities distributed under an at-the-market distribution by Bitcoin Well do not have the right to withdraw from an agreement to purchase the Securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the prospectus, prospectus supplement, and any amendment relating to the Securities purchasers by such purchaser because the prospectus, prospectus supplement, and any amendment relating to the Securities purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of NI 44-102.

Original purchasers of Securities under this Prospectus (as supplemented or amended) that are convertible, exchangeable or exercisable securities will have a contractual right of rescission against Bitcoin Well in respect of the conversion, exchange or exercise of such Securities. The contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid on original purchase of any Securities, the amount paid upon conversion, exchange or exercise upon surrender of the underlying securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable Security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the convertible, exchangeable or exercisable Security under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 203 of the Securities Act (Alberta), and is in addition to any other right or remedy available to original purchasers under section 203 of the Securities Act (Alberta) or otherwise at law.

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In an offering of Securities, to the extent such Securities are convertible, exchangeable or exercisable securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus (as supplemented or amended) is limited, in certain provincial and territorial Securities Laws, to the price at which the Securities are offered to the public under the Prospectus offering. This means that, under the Securities Laws of certain provinces and territories of Canada, if the purchaser pays additional amounts upon conversion, exchange or exercise, as applicable, of the Securities, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces and territories of Canada. The purchaser should refer to any applicable provisions of applicable provincial or territorial Securities Laws for the particulars of this right of action for damages or consult with a legal advisor.

To the extent that Bitcoin Well files a Prospectus Supplement to qualify the underlying shares issuable upon conversion of any special warrants that Bitcoin Well may issue in the future (each, "Special Warrant"), Bitcoin Well will grant to each holder of a Special Warrant a contractual right of rescission of the prospectus-exempt transaction under which the Special Warrant was initially acquired. The contractual right of rescission provides that if a holder of a Special Warrant as provided for in this Prospectus is, or becomes, entitled under the securities legislation of a jurisdiction to the remedy of rescission because of the Prospectus or an amendment to the Prospectus containing a misrepresentation, (a) the holder is entitled to rescission of both the holder's exercise of its Special Warrant and the private placement transaction under which the Special Warrant was initially acquired, (b) the holder is entitled in connection with the rescission to a full refund of all consideration paid to the underwriter or issuer, as the case may be, on the acquisition of the Special Warrant, and (c) if the holder is a permitted assignee of the interest of the original Special Warrant subscriber, the holder is entitled to exercise the rights of rescission and refund as if the holder was the original subscriber.

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CERTIFICATE OF BITCOIN WELL INC.

Dated: March 6, 2025

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of a particular distribution of securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement as required by the securities legislation of all of the provinces and territories of Canada.

(Signed) “Adam O’Brien”	(Signed) “Jason Vandenberg”
Adam O’Brien
Chief Executive Officer	Jason Vandenberg
Chief Financial Officer

On behalf of the Board of Directors

(Signed) “Terry Rhode”	(Signed) “David Bradley”
Terry Rhode
Director	David Bradley
Director

CERTIFICATE OF THE PROMOTER

Dated: March 6, 2025

(Signed) “Adam O’Brien”
Adam O’Brien
Promoter

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AI assistant

Bitcoin Well — Share Issue/Capital Change 2025

47558_rns_2025-03-28_f9a218bd-6bb9-47aa-8916-dce8163f5b14.pdf

PROSPECTUS SUPPLEMENT

BITCOIN WELL

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT

FINANCIAL INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

CURRENCY AND EXCHANGE RATE INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

THE COMPANY

Name, Address and Incorporation

Principal Operations

RISK FACTORS

Risks Related to the Offering

Discretion over use of proceeds.

There is no minimum amount of net proceeds to the Company from the Offering.

The number of Common Shares to be sold under the Offering is unknown.

Investors may suffer dilution.

The Offered Shares offered hereby will be sold in “at-the-market” offerings, and investors who buy Offered Shares at different times will likely pay different prices.

Liquidity of Common Shares.

The market price of the Common Shares may be volatile after this Offering

Investors may lose their entire investment

Non-Issuer Submission to Jurisdiction

CONSOLIDATED CAPITALIZATION

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

USE OF PROCEEDS

PRIOR SALES

PRICE RANGE AND TRADING VOLUME

TSXV

OTCQB

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Currency Conversion

Residents of Canada

Taxation of Dividends

Disposition of Offered Shares

Taxation of Capital Gains and Losses

Additional Refundable Tax

Minimum Tax

Non-Residents of Canada

Taxation of Dividends

Disposition of Offered Shares

PLAN OF DISTRIBUTION

Offering

Selling Restrictions Outside of Canada

MATERIAL CONTRACTS

AGENT FOR SERVICE OF PROCESS

LEGAL MATTERS AND INTEREST OF EXPERTS

EXEMPTION FROM NATIONAL INSTRUMENT 44-101

AUDITORS, REGISTRAR AND TRANSFER AGENT

STATUTORY RIGHTS OF WITHDRAWAL AND RECISSION

ELIGIBILITY FOR INVESTMENT

SHORT FORM BASE SHELF PROSPECTUS

BITCOIN WELL

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Presentation of Financial Information

Market and Industry Data

DOCUMENTS INCORPORATED BY REFERENCE

SUMMARY DESCRIPTION OF BUSINESS

Recent Developments

Issuance of Shares

Line of Credit Agreements

Debenture Unit Offering

Regulatory Discussions with the OSC

RISK FACTORS

Risks Relating to any Offering

Risk of Investment

No Guarantee of a Positive Return in an Investment

Price Volatility

Negative Cash Flow from Operations

Shareholder Rights

No Assurance of Active or Liquid Market

Unsecured Debt Securities

Effect of Changes in Interest Rates on Debt Securities

Effect of Fluctuations in Foreign Currency Markets on Debt Securities

Future Sales of Common Shares by Existing Shareholders

Dilution from Further Issuances

Potential Regulatory Requirements and Restrictions

Bitcoin Well Share Issue/Capital Change 2025