Mr. Keshav Kochhar reports

SKYCAP ANNOUNCES SHAREHOLDER APPROVAL OF STRYK BUSINESS COMBINATION, RESULTS OF SPECIAL MEETING AND PROPOSED DEBT SETTLEMENTS

At the special meeting of shareholders held on Nov. 3, 2026, Skycap Investment Holdings Inc.'s shareholders approved the previously announced business combination with STRYK Brands Inc., which Skycap announced on July 9, 2026. All other resolutions presented at the meeting were also approved. Skycap also announces proposed share issuances to settle accrued director fees, early termination payments and outstanding legal fees.

The proposed business combination will be completed by way of a three-cornered amalgamation involving STRYK and a wholly owned subsidiary of Skycap. Upon completion, Skycap will acquire all of the issued and outstanding shares of STRYK, resulting in a reverse takeover of Skycap by STRYK. The transaction constitutes a fundamental change under the policies of the Canadian Securities Exchange.

Voting results

The attached table summarizes the voting results for each resolution presented at the meeting. A total of 79,512,429 common shares were represented at the meeting, representing 45.475 per cent of the company's 174,849,165 issued and outstanding common shares.

Further details regarding the transaction and the resolutions approved at the meeting are set out in the company's management information circular, available under Skycap's profile on SEDAR+.

Proposed debt settlements and early termination payments

Skycap proposes to issue an aggregate of 55,198 postconsolidation common shares to four directors at a deemed price of $5.64 per share to settle $311,333 in accrued and unpaid director fees. Skycap expects to enter into debt conversion agreements with the participating directors.

The transaction constitutes a change of control under the professional services agreements dated April 17, 2025, between Skycap and each of Navy Street Consulting Ltd. and 2761819 Ontario Inc. (276). Skycap proposes to settle the resulting early termination payments, of $1.06-million in the aggregate, by issuing 102,836 postconsolidation common shares to Navy in respect of $580,000 and 85,106 postconsolidation common shares to 276 in respect of $480,000, in each case at a deemed price of $5.64 per share.

Skycap also proposes to issue 22,163 postconsolidation common shares to its legal counsel, at a deemed price of $5.64 per share, to settle $125,000 in outstanding legal fees pursuant to a debt conversion agreement to be entered into between Skycap and its legal counsel.

The proposed share issuances remain subject to approval of the CSE and are expected to occur following completion of the share consolidation.

Related party transactions

The proposed directors' fees settlement and change of control settlement constitute related party transactions within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Skycap intends to rely on the exemption from the formal valuation requirement in Section 5.5(b) of MI 61-101 because Skycap is not a CSE senior tier issuer and none of its securities are listed or quoted on a market specified in that section. Skycap also intends to rely on the exemption from the minority shareholder approval requirement in Section 5.7(1)(a) of MI 61-101 because, at the time each of the directors' fee settlement and change of control settlement were agreed to, neither the fair market value of the subject matter for the settlements nor the fair market value of the consideration of the settlements, in each case to the extent involving interested parties and calculated on an aggregate basis, exceeded 25 per cent of Skycap's market capitalization as determined in accordance with MI 61-101.

About Skycap Investment Holdings Inc.

Skycap Investment Holdings 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 Brands Inc.

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

We seek Safe Harbor.