Mr. Raymond O'Neill reports

SPIRIT BLOCKCHAIN CAPITAL REPORTS Q1 2026 HIGHLIGHTS AND ANNOUNCES CLOSING OF PRIVATE PLACEMENT

Spirit Blockchain Capital Inc. has released key operational highlights for the quarter ended March 31, 2026, and closed the previously announced non-brokered private placement initially announced on May 1, 2026.

Q1 2026 highlights:

• Strategic financing execution: initiated and advanced a non-brokered private placement in May, 2026; on May 22, the company completed the private placement for gross proceeds of $441,334.43, supporting near-term operational requirements and continuing restructuring efforts;
• Liquidity and capital position: continued to actively manage a constrained cash position while prioritizing critical obligations, including regulatory, audit and operational expenses; the company remains focused on improving working capital through disciplined cost management and targeted capital raises;
• Operational reset and cost rationalization: undertook internal restructuring following leadership changes, with a focus on reducing external spend, increasing internal execution capabilities, and improving oversight across legal, marketing and technology functions;
• Technology platform review: conducted a comprehensive assessment of previously financed technology initiatives, including wallet infrastructure, DAO (decentralized autonomous organization) tooling and tokenization platforms; the company is evaluating next steps to align development with commercial readiness and revenue generation;
• Regulatory and governance focus: maintained compliance with Canadian Securities Exchange requirements and continued coordination with OTC Markets and SEDAR+ filings; Internal processes have been strengthened to support more efficient and cost-effective regulatory execution;
• Leadership transition: appointed Raymond O'Neill as interim chief executive officer, interim chief financial officer and corporate secretary, reflecting a shift toward hands-on operational leadership and execution discipline.

Private placement closing

The company is pleased to announce that it has closed the previously announced non-brokered private placement, as initially disclosed on May 1, 2026.

Pursuant to the offering, the company issued an aggregate of 31,523,888 units at a price of 1.4 cents per unit for gross proceeds of $441,334.43. Each unit consisted of one common share of the company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional common share at a price of five cents for a period of three years from the date of issuance.

The warrants are subject to an acceleration clause, whereby, if the volume-weighted average price of the company's common shares on the CSE is at or above 7.5 cents for 10 consecutive trading days, the company may accelerate the expiry date upon 30 days of notice.

The offering included participation from both existing and new investors across multiple jurisdictions, including Canada, Ireland, Bermuda, the United States and Switzerland. The company intends to use the net proceeds for general working capital purposes and to advance its continuing strategic and operational initiatives.

An insider of the company participated in the offering. Such participation is considered to be a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(b) and 5.7(1)(a) of MI 61-101 as the company is not listed on the specified markets set out in MI 61-101 and neither the fair market value of the securities issued to nor the consideration paid by such insider exceeds 25 per cent of the company's market capitalization. All securities issued are subject to a statutory hold period of four months and one day from the date of issuance. The offering remains subject to final acceptance by the CSE.

Management commentary

"Our focus in Q1 has been on stabilizing the foundation of the business financially, operationally and strategically," said Mr. O'Neill, interim CEO. "With that groundwork now in place, we are seeing stronger alignment between our capital strategy, technology initiatives and real market opportunities. The extent of this financing reflects continued shareholder support and strengthens our position as we move forward with disciplined execution and a clear path toward long-term value creation."

About Spirit Blockchain Capital Inc.

Spirit Blockchain Capital is a Canadian-based publicly listed company focused on providing shareholders with exposure to the blockchain and digital asset economy. The company holds a diversified portfolio of digital assets and invests in emerging blockchain ventures while developing proprietary yield-generation platforms.

We seek Safe Harbor.