Mr. Max Krangle of STRYK reports

SKYCAP ANNOUNCES EXECUTION OF BUSINESS COMBINATION AGREEMENT WITH STRYK BRANDS

Skycap Investment Holdings Inc. has entered into a definitive business combination agreement with STRYK Brands Inc., dated July 8, 2026, pursuant to which the parties have agreed to complete a business combination involving a three-cornered amalgamation of STRYK with a wholly owned subsidiary of Skycap, incorporated solely for the purposes of the transaction (Subco) that will have the effect of Skycap acquiring all of the issued and outstanding common shares and other securities of STRYK in exchange for securities of Skycap, and resulting in the reverse takeover of Skycap by STRYK. A copy of the business combination agreement will be made available on Skycap's SEDAR+ profile.

STRYK is a company creating a portfolio of flavoured Nixodine pouches for adults 21-plus. Upon closing of the proposed transaction, Skycap will adopt the business of STRYK and change its name to STRYK Brands Inc. or such other name as determined by STRYK.

The proposed transaction will constitute a fundamental change of the company as defined by the Canadian Securities Exchange. It is a condition to closing that the resulting issuer obtain conditional approval to list its common shares on the CSE. In connection therewith, Skycap expects to file a Form 2A listing statement with the CSE, in accordance with the policies of the CSE.

The proposed transaction

In accordance with the terms of the business combination agreement, the proposed transaction will be structured as a three-cornered amalgamation pursuant to the provisions of the Business Corporations Act (Ontario) involving Skycap, Subco and STRYK. In connection with closing, it is expected that, among other things:

• Skycap will consolidate its issued and outstanding common shares on the basis of one postconsolidation common share for approximately every 103 preconsolidation Skycap shares, or such other consolidation ratio as agreed to between Skycap and STRYK to preserve the respective valuation of the parties. Shareholders who would otherwise hold less than one whole postconsolidation common share as a result of the consolidation will receive one whole postconsolidation common share, thereby preserving their shareholder interest. All other fractional share entitlements arising from the consolidation will be rounded down to the nearest whole common share.
• STRYK intends to complete one or more equity financings for aggregate gross proceeds of not less than $2-million (U.S.), comprising a combination of a non-brokered private placement of STRYK shares and a concurrent financing of subscription receipts (or other securities) to be completed in connection with the proposed transaction and priced in accordance with the policies of the CSE.
• The proposed transaction values STRYK at a deemed value of approximately $77-million (inclusive of the finder's fee described below), resulting in the issuance of approximately 13.7 million postconsolidation shares to the shareholders of STRYK, assuming an offering price under the STRYK financings of $5.1624 (Canadian) (approximately $3.7712 (U.S.)), or $5.64 (Canadian) (approximately $4.12 (U.S.)) per Skycap share on a postamalgamation (as defined below) basis, and excluding the issuance of Skycap shares in exchange for STRYK shares issued pursuant to the STRYK financings.
• The proposed transaction values Skycap at a deemed value of $11,538,462, based on a deemed issuance price per postconsolidation Skycap share equal to the offering price of the STRYK financings (assumed at $5.64 (Canadian) ($4.12 (U.S.))).
• STRYK and Subco will be amalgamated under the Business Corporations Act (Ontario) and the resulting amalgamated entity (Amalco) will become a wholly owned subsidiary of Skycap.
• Each STRYK shareholder will receive, for each STRYK share held immediately prior to closing, a number of postconsolidation Skycap shares equal to the exchange ratio provided for in the business combination agreement, being STRYK's per-share value (the STRYK valuation divided by STRYK's fully diluted share count) divided by the postamalgamation per-share price of the STRYK financings, estimated at approximately 0.9153 based on an assumed STRYK per-share value of $5.1624 (Canadian) and postamalgamation per-share price of $5.64 (Canadian), and all of the holders of convertible securities in STRYK will receive postconsolidation Skycap shares, calculated in accordance with the exchange ratio, in lieu of STRYK shares that such holder is entitled to receive upon conversion of such STRYK convertible security.
• In addition to any escrow or resale restrictions imposed under applicable securities laws or the policies of the CSE, certain securities issued in connection with the proposed transaction to former STRYK securityholders will be subject to voluntary lock-up agreements, providing for staged releases over periods of up to 12 months following closing (or earlier in certain circumstances).
• The resulting issuer will be renamed to STRYK Brands, or such other name as agreed by Skycap and STRYK.

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, completion of the consolidation, completion of the STRYK financings, applicable shareholder approvals and regulatory approvals, including approval of the CSE. There can be no assurance that the proposed transactions described in this news release will be completed as proposed or at all.

The business combination agreement contains customary deal protection provisions, including a mutual break fee in the amount of $250,000 payable if the proposed transaction is terminated by either party under certain specific circumstances.

In connection with the proposed transaction, a finder's fee of $2,307,692 is payable to an arm's-length finder, to be satisfied through the issuance of STRYK shares immediately prior to closing (or as otherwise agreed by the parties) at a deemed price equal to the offering price of the STRYK financings, subject to applicable securities laws and the policies of the CSE, which shares will be exchanged for Skycap shares as part of the issuable shares.

Further details of the proposed transaction, the company and STRYK will be included in the listing statement, the Skycap circular (defined below), and in subsequent news releases and other public filings.

Skycap meeting

In connection with the proposed transaction, Skycap will hold a special meeting of its shareholders and shall prepare a circular in connection therewith to approve, among other things, the proposed transaction the appointment of the directors to be appointed to the board of the resulting issuer upon closing, the consolidation and the name change, as applicable.

The Skycap circular will contain further information with respect to the matters that will be put before the Skycap shareholders at the Skycap shareholders meeting and will be made available under Skycap's SEDAR+ profile.

Proposed management of the resulting issuer

Upon completion of the proposed transaction, it is anticipated that the board of directors and executive team of the resulting issuer will comprise a minimum of five directors, led by its founders Max Krangle (chief executive officer and director), James (Jay) Wilgar (president and director) and Bryan Jones (chief corporate officer and director), together with Marchant Kuys, Steve Smith and any other nominees to be determined by STRYK. Further information regarding these individuals, including their biographies, will be included in the Skycap circular and the listing statement.

Listing statement, circular and caution

Investors are cautioned that, except as will be disclosed in the Skycap circular and as will be disclosed in the listing statement, any information released or received with respect to the proposed transaction or the Skycap shareholders meeting may not be accurate or complete, and should not be relied upon.

Trading in company shares

Trading in the common shares of the company is currently halted and will remain halted until such time as all required documentation in connection with the transaction has been filed with and accepted by the CSE, and permission to resume trading has been obtained from the CSE.

About Skycap Investment Holdings Inc.

Skycap . is a Canadian-based investment issuer focused on identifying and investing in high-growth sectors. Leveraging its financial resources and market expertise, Skycap aims to deliver sustainable value to its stakeholders through strategic and diversified investments. Additional information can be found in the company's filing statement dated March 27, 2025, available under the company's profile on SEDAR+.

About STRYK Inc.

STRYK is creating a portfolio of Nixodine pouches for adults 21-plus.

We seek Safe Harbor.