Bitcoin Well Announces Shares-for-Debt Settlement, Stock Options Grant, and Early Warning Disclosure

Edmonton, Alberta — January 1, 2026 — Leads & Copy — Bitcoin Well Inc. (TSXV: BTCW; OTCQB: BCNWF) announced a shares-for-debt settlement, the grant of stock options, and an early warning disclosure.

The company will settle C$291,095 of accrued interest obligations by issuing common shares.

Bitcoin Well is settling C$210,495 owed to creditors as of January 2, 2026, related to use of bitcoin agreements and a convertible debenture agreement. The company will settle C$96,683 by issuing 920,788 shares at C$0.105 per share, and C$113,813 by issuing 1,354,916 shares at C$0.084 per share.

The company is settling C$80,600 owed to convertible debenture holders as of January 1, 2026, as detailed in previous news releases. Bitcoin Well will settle this debt by issuing 739,449 shares at C$0.109 per share.

Bitcoin Well will also settle C$62,905.50 owed to a creditor as of November 30, 2025, related to a sponsorship agreement, by issuing 698,950 shares at $0.09 per share.

The issuance of shares for the Debt Settlement remains subject to TSX Venture Exchange approval.

Shares issued under the Debt Settlement are subject to a four-month statutory hold period.

The company has closed its private placement offering, raising approximately C$12,492,081.22 from the sale of 122,471,380 units. This includes C$6,618,460.00 in cash from the sale of 64,886,861 units, and 37.31 Bitcoin (approximately C$5,873,621.11) from the sale of 57,684,519 units. Securities issued are subject to a statutory hold period. No finder’s fees were paid. The offering is subject to regulatory approvals, including TSXV approval.

Bitcoin Well has granted stock options to purchase up to 8,292,500 shares to directors, officers, and consultants at an exercise price of $0.105 per share. The options vest over three years and expire on January 1, 2031. All options and related shares are subject to a four-month hold period.

Participation by certain directors and officers in the Debt Settlement and Option Grant constitutes “related party transactions” under Multilateral Instrument 61-101. The company is relying on exemptions from formal valuation and minority shareholder approval requirements.

CEO Adam O’Brien acquired 1,800,000 options, now owning or controlling 83,687,904 shares, 2,880,000 warrants, and 4,404,819 options, representing approximately 23.88% of issued shares on a non-diluted basis and approximately 25.43% on a partially diluted basis.

This disclosure is made under National Instrument 62-103. An early warning report is available on SEDAR+.

Bitcoin Well is focused on making bitcoin useful for everyday people.

Adam O’Brien
Tel: 1 888 711 3866
ir@bitcoinwell.com

Source: Bitcoin Well