Mr. Giovanni Gasbarro reports

FALCONSTAR PROVIDES COMPREHENSIVE UPDATE ON QUALIFYING TRANSACTION WITH FANMORE TECHNOLOGIES

Falconstar Ventures Inc. has provided further details of its agreement to acquire all of the issued and outstanding common shares of Fanmore Technologies Inc. announced in the company's news release dated Sept. 22, 2026.

Fanmore is a loyalty and rewards technology company with a platform designed to support fan engagement and first party data collection for sports teams and leagues. The transaction will constitute Falconstar's qualifying transaction under Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange. Unless otherwise indicated, all dollar amounts are in Canadian dollars.

"Fanmore brings a true loyalty and rewards model to professional sports, creating a stronger connection between teams and their fans while opening new opportunities around data, engagement and revenue," said Giovanni Gasbarro, chief executive officer of Falconstar. "With the technology developed and validated, we believe the combination of a differentiated offering, a large addressable market and a business entering commercialization creates a compelling opportunity for growth."

"For teams and leagues, the opportunity goes well beyond rewarding fans," said Sherif Khair, chief executive officer of Fanmore. "We've taken the proven principles behind aviation-style loyalty programs and built them specifically for the sports industry, connecting fan engagement, first party data and partner/sponsor activation in one ecosystem. The result is a more complete view of the fan base and fan economy, more ways to build meaningful relationships with fans, and measurable opportunities for partners to reach and engage them."

The transaction

The transaction is expected to be completed by way of a plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which Falconstar will acquire all of the issued and outstanding common shares of Fanmore and Fanmore will become a wholly owned subsidiary of Falconstar.

Following completion of the QT, Falconstar, as the resulting issuer, will carry on the business of Fanmore and its wholly owned subsidiary, iVirtual Technologies Inc., and is expected to be listed as a Tier 2 technology issuer on the TSX-V.

Holders of Fanmore shares will receive one common share of the resulting issuer for every two Fanmore shares held, except for Fanmore shares issued on settlement of the SAFEs (simple agreements for future equity) or conversion of the 2026 convertible notes (each as defined below), which will be exchanged on a 1:1 basis, subject to TSX-V acceptance.

Treatment of Fanmore securities and debt

Fanmore common shares

Fanmore has 73,103,369 existing Fanmore shares and proposes to issue 9,745,000 additional Fanmore shares under its September, 2026, financing at five cents per share for gross proceeds of $487,250. This financing has not yet closed. Assuming completion on those terms, an estimated 82,848,369 Fanmore shares will be outstanding before the conversions and settlements described below. At the exchange ratio, these shares will be exchanged for approximately 41,424,185 resulting issuer shares at a deemed price of 25 cents per share, representing approximately $10.36-million in consideration for those Fanmore shares. This excludes the additional securities described below.

Restricted share units

Fanmore's 8.45 million outstanding restricted share units (RSUs) are scheduled to vest on Oct. 19, 2026, and will settle in Fanmore shares before completion of the transaction, resulting in approximately 4,225,000 resulting issuer shares at the exchange ratio, subject to applicable tax withholding and fractional-share adjustments. Any RSUs remaining outstanding will be exchanged or adjusted to reflect the exchange ratio.

Options

Fanmore's 300,000 outstanding share purchase options, each exercisable at eight cents per Fanmore share, will be exchanged for 150,000 replacement options of the resulting issuer, each exercisable at 16 cents per resulting issuer share, with existing vesting schedules and expiry dates substantially preserved, subject to TSX-V acceptance.

SAFEs

Fanmore has 20 outstanding simple agreements for future equity (SAFEs), with aggregate purchase amounts of $8,400 and $16,423.02 (U.S.). Under their existing terms, holders may elect to receive cash or Fanmore shares. The proposed treatment under the transaction assumes that all holders elect to receive Fanmore shares instead of cash. Subject to those elections, any required amendments and TSX-V acceptance, the SAFEs are proposed to settle at an estimated price of eight cents per Fanmore share, with those shares exchanged for resulting issuer shares on a 1:1 basis, without application of the exchange ratio. Using an illustrative exchange rate of $1.39 per $1 (U.S.), approximately 390,350 resulting issuer shares would be issued, comprising 105,000 for the Canadian-dollar SAFEs and approximately 285,350 for the U.S.-dollar SAFEs. The SAFEs will be discharged upon settlement.

2026 convertible notes

Fanmore has 69 outstanding unsecured convertible debentures issued in 2026 with aggregate stated principal of $69,000. The principal and accrued and unpaid interest are proposed to convert at an estimated price of eight cents per Fanmore share, with those shares exchanged for resulting issuer shares on a 1:1 basis, subject to any required holder agreements and TSX-V acceptance. This would result in approximately 862,500 resulting issuer shares for principal, plus shares for accrued and unpaid interest.

Legacy debt instruments

Fanmore has two legacy unsecured convertible debentures with aggregate principal of $250,000 and two legacy shareholder loans with aggregate stated principal of $285,034.88, for aggregate stated principal of $535,034.88, plus accrued and unpaid interest.

The legacy debt instruments remaining outstanding as debt are proposed to be assigned to and assumed by Falconstar on completion of the transaction under amended or replacement instruments, subject to lender agreement and TSX-V acceptance. The parties anticipate a two-year restriction on conversion following completion, with continuing conversion rights adjusted to reflect the exchange ratio. No cash repayment at closing is contemplated.

Where a lender does not agree to the amendments or replacement instrument, the applicable legacy debt instrument will be settled in Fanmore shares in accordance with its existing terms, subject to applicable conversion conditions and any required holder election or consent. Those shares will be exchanged for resulting issuer shares at the exchange ratio.

Pro forma capitalization of the resulting issuer

Upon completion of the transaction and the concurrent financing (as defined below), assuming completion of Fanmore's proposed September, 2026, financing on the terms described above and the other assumptions set out below, approximately 62,352,035 resulting issuer shares will be issued and outstanding. Former Fanmore securityholders will hold approximately 75.22 per cent, existing Falconstar shareholders will hold approximately 11.63 per cent, concurrent financing investors will hold approximately 12.83 per cent, and the finder will hold approximately 0.32 per cent, as set out below.

Falconstar's 7.25 million common shares, 700,000 CPC (capital pool company) options and 300,000 agent warrants will continue as securities of the resulting issuer on their existing terms, subject to TSX-V acceptance. Each option and warrant is exercisable at 10 cents per share.

Illustrative fully diluted capitalization is approximately 66,977,384 resulting issuer shares, including the above options and warrants, 150,000 replacement Fanmore options and 3,475,349 shares on conversion of the legacy debt instruments under their existing terms, assuming satisfaction of the applicable conversion conditions and without giving effect to the proposed two-year conversion restriction.

The issued-share estimate assumes completion of the concurrent financing, share settlement of all RSUs and SAFEs, conversion of the 2026 convertible notes at the estimated price above, issuance of 200,000 finder shares and no legacy debt conversion at closing. The estimates exclude shares issuable for accrued interest, additional finders' fees or other transaction-related issuances and remain subject to final calculations and TSX-V acceptance. Percentages may not sum to 100 per cent due to rounding.

Resulting issuer name

The resulting issuer will change its name to Fanmore Technologies Inc. or another name agreed by the parties, subject to name availability and required approvals.

Conditions to completion

Completion of the transaction is subject to customary conditions, including satisfactory due diligence; execution of a definitive agreement governing the transaction; completion of the concurrent financing; implementation of the agreed treatment of Fanmore's securities and debt; all required board, shareholder, court, TSX-V and other regulatory approvals and third party consents; satisfaction of the TSX-V's listing requirements; and no material adverse change in either party. Falconstar's due diligence is subject to its satisfaction in its sole discretion.

The arrangement will require approval by Fanmore shareholders and interim and final orders of the Supreme Court of British Columbia.

Secured working capital loan

In connection with the transaction, Falconstar will provide Fanmore with a secured loan in the principal amount of $100,000 to finance its working capital pending completion of the QT. Any advance is subject to satisfactory due diligence, prior TSX-V acceptance and other required approvals, definitive loan and security documentation, and compliance with Section 7.4 of Policy 2.4 and other applicable requirements. The interest rate, maturity, security, repayment terms, permitted use of proceeds, and treatment on completion or termination of the QT remain to be agreed by the parties and, where required, accepted by the TSX-V.

Concurrent financing

In connection with the transaction, Falconstar intends to complete an equity financing for gross proceeds of $2-million, based on eight million underlying common shares at 25 cents per share. The concurrent financing is expected to be structured through subscription receipts, special warrants or a similar instrument, with proceeds held in escrow pending completion of the transaction. The underlying common shares will continue as resulting issuer shares following completion.

The concurrent financing is intended to qualify as an arm's-length financing under TSX-V Policy 2.1, with full subscription by public shareholders (as defined in TSX-V policies). The resulting shares are expected to be freely tradable on completion of the transaction, subject to applicable securities law exemptions and TSX-V acceptance. The final size, price and terms remain subject to agreement between the parties and TSX-V acceptance.

Net proceeds are intended to finance the resulting issuer's business plan for at least 18 months following completion of the transaction, transaction expenses and working capital.

Finders' fees and commissions

In connection with the transaction, Falconstar anticipates paying a finder's fee of $50,000 to Rodney Ireland, to be satisfied by the issuance of 200,000 resulting issuer shares at a deemed price of 25 cents per share. Payment of the finder's fee will be conditional upon completion of the transaction and receipt of TSX-V acceptance. Mr. Ireland is at arm's length to Falconstar and Fanmore.

Anticipated timing

The parties will use commercially reasonable efforts to complete the transaction as soon as practicable after Nov. 10, 2026. The outside date for completion of the transaction is March 31, 2027, which may be extended by written agreement of the parties.

Proposed directors, management and other insiders

The resulting issuer's board is expected to comprise three continuing Falconstar directors -- Bruno Gasbarro, Luigi Petrollini and Nousheen Huq -- and three new directors -- Mr. Khair, Amina Filipovic and John Meekison. Mr. Petrollini, Ms. Huq and Mr. Meekison are expected to be independent. Bruno Gasbarro is expected to continue as chief financial officer, with Mr. Khair appointed chief executive officer. Appointments are subject to required corporate and TSX-V approvals.

Biographies of the proposed new directors and officers are set out below.

Mr. Khair -- proposed chief executive officer and director

Mr. Khair is chief executive officer and chairman of Fanmore and has more than 30 years of executive experience across technology, aviation, private equity, gaming and natural resources. He has led Fanmore since 2018. His previous positions include vice-president of The Morgan Investments Group, chief financial officer of Master Games International, vice-president of business development at Triton Group, and marketing, business development and operations roles with Gate Group in Switzerland and Australia. He holds qualifications in economics and marketing research from Concordia University and completed studies in marketing and e-commerce at IMD in Lausanne, Switzerland.

Ms. Filipovic -- proposed director

Ms. Filipovic has more than 10 years of leadership experience in the federal public sector, including legal, policy, regulatory and advisory work relating to health, immigration, tax and employment insurance. She has led teams of legal and policy professionals and previously worked in the financial and pharmaceutical sectors. She holds a bachelor of laws and a bachelor of arts in psychology.

Mr. Meekison -- proposed independent director

John Meekison, CPA, has served as chief financial officer and corporate secretary of NU E Power Corp. since February, 2026, and has more than 25 years of experience in corporate finance, capital markets, mergers and acquisitions, and public company governance. He is also founder and president of Sabre Solutions LLC, which provides financial management and capital advisory services. He previously served as chief financial officer of Exro Technologies Inc. and spent 15 years in investment banking. He holds a bachelor of arts from the University of British Columbia and the NACD Directorship Certification.

Arm's-length status and shareholder approval

Falconstar and Fanmore are arm's-length parties. No non-arm's-length party (as defined in TSX-V policies) of Falconstar has any direct or indirect beneficial interest in Fanmore, any vendor under the transaction or any assets being acquired; is an insider of Fanmore; or has any relationship with a non-arm's-length party to the transaction.

The transaction is intended to constitute an arm's-length qualifying transaction under Policy 2.4. Accordingly, Falconstar shareholder approval of the transaction is not expected to be required under Policy 2.4. Any shareholder approvals required for related corporate matters will be obtained.

Escrow and resale restrictions

Certain resulting issuer securities will be subject to applicable TSX-V escrow requirements and resale restrictions. Shares attributable to Fanmore's September, 2026, financing and conversion of the 2026 convertible notes are expected to be subject to seed share resale restrictions. Shares attributable to SAFE settlements will also be subject to contractual resale restrictions agreed with holders.

Trading halt

Trading in Falconstar's common shares has been halted and will remain halted pending closing of the transaction and satisfaction of the TSX-V's requirements for resumption of trading.

About Fanmore Technologies Inc.

Fanmore is a privately held British Columbia technology company with principal operations in Toronto, Ont. Since commencing operations in 2018, it has developed technology for virtualization, immersive digital experiences, data management and consent management. Fanmore's current focus is fan engagement, loyalty and rewards for professional sports teams and leagues. Its platform is designed to connect fan activity across digital channels, reward engagement and collect first party data to support fan relationships and commercial partnerships. Its material assets consist primarily of its proprietary software platform, technology and related intellectual property.

Fanmore's computer equipment and related office assets are located in Toronto, Ont. Its software and related intellectual property are maintained electronically through its development and version-control systems, with its production environment and associated cloud storage hosted on Amazon Web Services infrastructure in Canada.

Selected consolidated financial information of Fanmore

The following selected financial information of Fanmore, including its wholly owned subsidiary, iVirtual, is derived from draft, unaudited consolidated management accounts for the periods indicated.

About Falconstar Ventures Inc.

Falconstar Ventures is a capital pool company pursuant to Policy 2.4 of the TSX-V. The company has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated by the TSX-V's capital pool company policy, until completion of its qualifying transaction, the company will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a qualifying transaction.

Further information

Further details of the transaction and the resulting issuer, including required financial statements, will be provided in subsequent news releases and in the management information circular or filing statement to be prepared and filed in connection with the transaction and made available under Falconstar's profile on SEDAR+. Material developments will be disclosed in further news releases as required.

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