On March 4, 2024, Bitcoin Well Inc entered into an agreement to issue 7,142,857 Units at a price of CAD 0.175 per Unit for gross proceeds of a minimum of CAD 1,249,999.975 and a maximum of 12,000,000 Units at a price of CAD 0.175 per Unit for gross proceeds of a minimum of CAD 2,100,000 on March 04, 2024. Each Unit will consist of one common share of the Company and one-half of one Common Share purchase warrant of the Company. Each Warrant will entitle the holder thereof to purchase one additional Common Share at a price of CAD 0.275, subject to adjustment in certain events, for a period of 36 months following the closing date of the Offering.

The Company has granted an option, exercisable in whole or in part by Haywood at any time up to 48 hours prior to the Closing Date, to offer for sale up to an additional 2,520,000 Units at the Issue Price for additional gross proceeds to the Company of CAD 441,000. The Company expects to close the Offering on or about March 22, 2024. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary TSX Venture Exchange and regulatory approvals.

Upon closing of the Offering, the Company shall pay to Haywood a cash commission equal to 7% of the aggregate gross proceeds of the Offering; and non-transferrable broker warrants of the Company exercisable at any time prior to the date that is 36 months from the Closing Date to acquire that number of Units equal to 7% of the number of Units issued under the Offering at an exercise price equal to the Issue Price, subject to adjustment in certain events.