File: '\\swfile\EmailIn\20261001 101548 Attachment Falconstar - Press Release - Comprehensive LOI Announcement.docx'

FALCONSTAR VENTURES INC.

FALCONSTAR PROVIDES COMPREHENSIVE UPDATE ON QUALIFYING TRANSACTION WITH FANMORE TECHNOLOGIES

Vancouver, British Columbia - October 1, 2026 - Falconstar Ventures Inc. ("Falconstar" or the "Company") (TSXV: FSTV.P), a capital pool company ("CPC"), is pleased to provide further details of its agreement to acquire all of the issued and outstanding common shares of Fanmore Technologies Inc. ("Fanmore") (the "Transaction" or "QT") announced in the Company's news release dated September 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 ("Policy 2.4") of the TSX Venture Exchange (the "TSXV"). 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) (the "Arrangement"), pursuant to which Falconstar will acquire all of the issued and outstanding common shares of Fanmore (the "Fanmore Shares") and Fanmore will become a wholly-owned subsidiary of Falconstar.

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

Holders of Fanmore Shares will receive one (1) common share of the Resulting Issuer (each, a "Resulting Issuer Share") for every two (2) Fanmore Shares held (the "Exchange Ratio"), except for Fanmore Shares issued on settlement of the SAFEs or conversion of the 2026 Convertible Notes (each as defined below), which will be exchanged on a 1:1 basis, subject to TSXV 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 $0.05 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 $0.25 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 8,450,000 outstanding restricted share units ("RSUs") are scheduled to vest on October 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 $0.08 per Fanmore Share, will be exchanged for 150,000 replacement options of the Resulting Issuer, each exercisable at $0.16 per Resulting Issuer Share, with existing vesting schedules and expiry dates substantially preserved, subject to TSXV acceptance.

SAFEs

Fanmore has 20 outstanding simple agreements for future equity ("SAFEs"), with aggregate purchase amounts of $8,400 and US$16,423.02. 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 TSXV acceptance, the SAFEs are proposed to settle at an estimated price of $0.08 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 US$1.00, 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 "2026 Convertible Notes"). Principal and accrued and unpaid interest are proposed to convert at an estimated price of $0.08 per Fanmore Share, with those shares exchanged for Resulting Issuer Shares on a 1:1 basis, subject to any required holder agreements and TSXV 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 (the "Legacy Debentures") and two legacy shareholder loans with aggregate stated principal of $285,034.88 (the "Legacy Shareholder Loans" and, together, the "Legacy Debt Instruments"), 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 TSXV 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%, existing Falconstar shareholders approximately 11.63%, Concurrent Financing investors approximately 12.83%, and the finder approximately 0.32%, as set out below:

Source of Resulting Issuer Shares

Issued shares

Ownership

Falconstar pre-IPO founders' shares

4,250,000

6.82%

Falconstar IPO shares

3,000,000

4.81%

Existing Fanmore Shares (excluding September 2026 financing)

36,551,685

58.62%

Fanmore proposed September 2026 financing

4,872,500

7.81%

RSU settlement

4,225,000

6.78%

Canadian-dollar SAFE settlement

105,000

0.17%

U.S.-dollar SAFE settlement

285,350

0.46%

2026 Convertible Notes principal

862,500

1.38%

Concurrent Financing

8,000,000

12.83%

Finder's Fee

200,000

0.32%

Total

62,352,035

100.00%

Falconstar's 7,250,000 common shares, 700,000 CPC options and 300,000 agent warrants will continue as securities of the Resulting Issuer on their existing terms, subject to TSXV acceptance. Each option and warrant is exercisable at $0.10 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's shares and no Legacy Debt conversion at closing. The estimates exclude shares issuable for accrued interest, additional finder's fees or other transaction-related issuances and remain subject to final calculations and TSXV acceptance. Percentages may not sum to 100% 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 (the "Definitive Agreement"); completion of the Concurrent Financing; implementation of the agreed treatment of Fanmore's securities and debt; all required board, shareholder, court, TSXV and other regulatory approvals and third-party consents; satisfaction of the TSXV'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 fund its working capital pending completion of the QT. Any advance is subject to satisfactory due diligence, prior TSXV 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 TSXV.

Concurrent Financing

In connection with the Transaction, Falconstar intends to complete an equity financing for gross proceeds of $2,000,000, based on 8,000,000 underlying common shares at $0.25 per share (the "Concurrent Financing"). 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 TSXV Policy 2.1, with full subscription by Public Shareholders (as defined in TSXV policies). The resulting shares are expected to be freely tradeable on completion of the Transaction, subject to applicable securities-law exemptions and TSXV acceptance. The final size, price and terms remain subject to agreement between the parties and TSXV acceptance.

Net proceeds are intended to fund the Resulting Issuer's business plan for at least 18 months following completion of the Transaction, transaction expenses and working capital.

Finder's 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 $0.25 per share. Payment of the finder's fee will be conditional upon completion of the Transaction and receipt of TSXV 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 November 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 (3) continuing Falconstar directors -

Bruno Gasbarro, Luigi Petrollini and Nousheen Huq, and three (3) new directors, Sherif Khair, Amina Filipovic and John Meekison. Luigi Petrollini, Nousheen Huq and John Meekison are expected to be independent. Bruno Gasbarro is expected to continue as Chief Financial Officer, with Sherif Khair appointed Chief Executive Officer. Appointments are subject to required corporate and TSXV approvals.

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

Sherif 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.

Amina 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.

John Meekison - Proposed Independent Director - Mr. Meekison, CPA, has served as Chief Financial Officer and Corporate Secretary of NU E Power Corp. (CSE: NUE) 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 TSXV 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 TSXV 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 TSXV's requirements for resumption of trading.

About Fanmore

Fanmore is a privately held British Columbia technology company with principal operations in Toronto, Ontario. 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, Ontario. 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.

Financial measure

Year ended December 31, 2025

Eight months ended August 31, 2026

Total assets at period end

$32,541.34

$26,931.06

Total liabilities at period end

$968,512.37

$972,871.70

Revenue for the period

$279,032.67

$102,048.35

Net profit (loss) for the period

$(37,092.71)

$(449,828.61)

About Falconstar Ventures Inc.

Falconstar Ventures Inc. is a CPC pursuant to Policy 2.4 of the TSXV. The Company has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated by the TSXV'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+ at www.sedarplus.ca. Material developments will be disclosed in further news releases as required.

Cautionary Note Regarding Forward Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws, including statements concerning the Transaction, its structure, terms and timing; the Definitive Agreement; treatment of securities and debt; the Concurrent Financing and use of proceeds; the loan; capitalization and ownership; proposed directors, officers, name and listing of the Resulting Issuer; required approvals; resumption of trading; and Fanmore's business plans. Forward-looking information is based on management's current expectations and assumptions, including satisfactory due diligence, agreement on definitive documentation, receipt of required approvals and holder consents, completion of financing and satisfaction of closing conditions. Actual results may differ materially due to risks including failure to agree definitive terms, obtain approvals or consents, complete financing or satisfy closing and listing requirements, as well as business, technology, commercialization and market risks.

Although the Company considers these expectations and assumptions reasonable, there can be no assurance they will prove correct. Readers should not place undue reliance on forward-looking information, which speaks as of the date of this news release. Except as required by applicable law, the Company undertakes no obligation to update or revise this information as a result of new information, future events or otherwise.

For further information please contact:

Giovanni Gasbarro, Chief Executive Officer

Telephone: (604) 828-6766

Email: giogas2@gmail.com

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW. ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

All information provided in this press release relating to Fanmore has been provided by management of Fanmore and has not been independently verified by management of the Company. As of the date of this press release, the Company has not entered into a Definitive Agreement with Fanmore with respect to the Transaction, and readers are cautioned that there can be no assurance that a Definitive Agreement will be executed.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

File: Attachment Falconstar - Press Release - Comprehensive LOI Announcement.pdf

FALCONSTAR VENTURES INC.

FALCONSTAR PROVIDES COMPREHENSIVE UPDATE ON QUALIFYING TRANSACTION WITH FANMORE TECHNOLOGIES

Vancouver, British Columbia October 1, 2026 - Falconstar Ventures Inc. ("Falconstar" or the "Company") (TSXV: FSTV.P), a capital pool company ("CPC"), is pleased to provide further details of its agreement to acquire all of the issued and outstanding common shares of Fanmore Technologies Inc. ("Fanmore") (the "Transaction" or "QT") announced in the Company's news release dated September 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 ("Policy 2.4") of the TSX Venture Exchange (the "TSXV"). 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) (the "Arrangement"), pursuant to which Falconstar will acquire all of the issued and outstanding common shares of Fanmore (the "Fanmore Shares") and Fanmore will become a wholly-owned subsidiary of Falconstar.

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

Holders of Fanmore Shares will receive one (1) common share of the Resulting Issuer (each, a "Resulting Issuer Share") for every two (2) Fanmore Shares held (the "Exchange Ratio"), except for Fanmore Shares issued on settlement of the SAFEs or conversion of the 2026 Convertible Notes (each as defined below), which will be exchanged on a 1:1 basis, subject to TSXV 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 $0.05 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 $0.25 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 8,450,000 outstanding restricted share units ("RSUs") are scheduled to vest on October 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 $0.08 per Fanmore Share, will be exchanged for 150,000 replacement options of the Resulting Issuer, each exercisable at $0.16 per Resulting Issuer Share, with existing vesting schedules and expiry dates substantially preserved, subject to TSXV acceptance.

SAFEs

Fanmore has 20 outstanding simple agreements for future equity ("SAFEs"), with aggregate purchase amounts of $8,400 and US$16,423.02. 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 TSXV acceptance, the SAFEs are proposed to settle at an estimated price of $0.08 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 US$1.00, 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 "2026 Convertible Notes"). Principal and accrued and unpaid interest are proposed to convert at an estimated price of $0.08 per Fanmore Share, with those shares exchanged for Resulting Issuer Shares on a 1:1 basis, subject to any required holder agreements and TSXV 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 (the "Legacy Debentures") and two legacy shareholder loans with aggregate stated principal of $285,034.88 (the "Legacy Shareholder Loans" and, together, the "Legacy Debt Instruments"), 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 TSXV 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%, existing Falconstar shareholders approximately 11.63%, Concurrent Financing investors approximately 12.83%, and the finder approximately 0.32%, as set out below:

Source of Resulting Issuer Shares Issued shares Ownership Falconstar pre-IPO founders' shares 4,250,000 6.82% Falconstar IPO shares 3,000,000 4.81% Existing Fanmore Shares (excluding September 2026 financing) 36,551,685 58.62% Fanmore proposed September 2026 financing RSU settlement 4,872,500 7.81% Canadian-dollar SAFE settlement 4,225,000 6.78% U.S.-dollar SAFE settlement 0.17% 2026 Convertible Notes principal 105,000 0.46% Concurrent Financing 285,350 1.38% Finder's Fee 862,500 12.83% Total 8,000,000 0.32% 200,000 100.00% 62,352,035 Falconstar's 7,250,000 common shares, 700,000 CPC options and 300,000 agent warrants will continue as securities of the Resulting Issuer on their existing terms, subject to TSXV acceptance. Each option and warrant is exercisable at $0.10 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's shares and no Legacy Debt conversion at closing. The estimates exclude shares issuable for accrued interest, additional finder's fees or other transaction-related issuances and remain subject to final calculations and TSXV acceptance. Percentages may not sum to 100% 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 (the "Definitive Agreement"); completion of the Concurrent Financing; implementation of the agreed treatment of Fanmore's securities and debt; all required board, shareholder, court, TSXV and other regulatory approvals and third-party consents; satisfaction of the TSXV'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 fund its working capital pending completion of the QT. Any advance is subject to satisfactory due diligence, prior TSXV 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 TSXV.

Concurrent Financing

In connection with the Transaction, Falconstar intends to complete an equity financing for gross proceeds of $2,000,000, based on 8,000,000 underlying common shares at $0.25 per share (the "Concurrent Financing"). 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 TSXV Policy 2.1, with full subscription by Public Shareholders (as defined in TSXV policies). The resulting shares are expected to be freely tradeable on completion of the Transaction, subject to applicable securities-law exemptions and TSXV acceptance. The final size, price and terms remain subject to agreement between the parties and TSXV acceptance.

Net proceeds are intended to fund the Resulting Issuer's business plan for at least 18 months following completion of the Transaction, transaction expenses and working capital.

Finder's 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 $0.25 per share. Payment of the finder's fee will be conditional upon completion of the Transaction and receipt of TSXV 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 November 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 (3) continuing Falconstar directors Bruno Gasbarro, Luigi Petrollini and Nousheen Huq, and three (3) new directors, Sherif Khair, Amina Filipovic and John Meekison. Luigi Petrollini, Nousheen Huq and John Meekison are expected to be independent. Bruno Gasbarro is expected to continue as Chief Financial Officer, with Sherif Khair appointed Chief Executive Officer. Appointments are subject to required corporate and TSXV approvals.

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

Sherif 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.

Amina 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.

John Meekison -- Proposed Independent Director Mr. Meekison, CPA, has served as Chief Financial Officer and Corporate Secretary of NU E Power Corp. (CSE: NUE) 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 TSXV 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 TSXV 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 TSXV's requirements for resumption of trading.

About Fanmore

Fanmore is a privately held British Columbia technology company with principal operations in Toronto, Ontario. 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, Ontario. 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.

Financial measure Year ended December 31, Eight months ended 2025 August 31, 2026 Total assets at period end $26,931.06 Total liabilities at period end $32,541.34 $972,871.70 Revenue for the period $968,512.37 $102,048.35 Net profit (loss) for the period $279,032.67 $(449,828.61) $(37,092.71)

About Falconstar Ventures Inc.

Falconstar Ventures Inc. is a CPC pursuant to Policy 2.4 of the TSXV. The Company has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated by the TSXV'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+ at www.sedarplus.ca. Material developments will be disclosed in further news releases as required.

Cautionary Note Regarding Forward Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws, including statements concerning the Transaction, its structure, terms and timing; the Definitive Agreement; treatment of securities and debt; the Concurrent Financing and use of proceeds; the loan; capitalization and ownership; proposed directors, officers, name and listing of the Resulting Issuer; required approvals; resumption of trading; and Fanmore's business plans. Forward-looking information is based on management's current expectations and assumptions, including satisfactory due diligence, agreement on definitive documentation, receipt of required approvals and holder consents, completion of financing and satisfaction of closing conditions. Actual results may differ materially due to risks including failure to agree definitive terms, obtain approvals or consents, complete financing or satisfy closing and listing requirements, as well as business, technology, commercialization and market risks.

Although the Company considers these expectations and assumptions reasonable, there can be no assurance they will prove correct. Readers should not place undue reliance on forward-looking information, which speaks as of the date of this news release. Except as required by applicable law, the Company undertakes no obligation to update or revise this information as a result of new information, future events or otherwise.

For further information please contact:

Giovanni Gasbarro, Chief Executive Officer Telephone: (604) 828-6766 Email: giogas2@gmail.com

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW. ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

All information provided in this press release relating to Fanmore has been provided by management of Fanmore and has not been independently verified by management of the Company. As of the date of this press release, the Company has not entered into a Definitive Agreement with Fanmore with respect to the Transaction, and readers are cautioned that there can be no assurance that a Definitive Agreement will be executed.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.