Mr. Richard King reports

PEPCAP PROVIDES UPDATE ON DISCUSSIONS WITH BLOCKMETRIX LLC

Pepcap Resources Inc. has provided an update regarding its previously announced preliminary discussions with Blockmetrix LLC, a Texas-based digital infrastructure and high performance computing company.

As disclosed in the company's press release dated May 22, 2025, Pepcap and Blockmetrix had entered into preliminary negotiations to explore a potential asset acquisition or business combination. At that time, the parties were evaluating a range of potential transaction structures, including the acquisition of operating assets, equity interests or a merger of operations, with a potential closing targeted for late 2025 or some time in 2026, subject to completion of due diligence and receipt of necessary corporate, regulatory and shareholder approvals.

Following the completion of preliminary due diligence discussions, the parties did not proceed to a definitive agreement. Discussions between Pepcap and Blockmetrix ceased as a result of strategic and corporate restructuring undertaken by Blockmetrix during 2025.

Subsequent to the conclusion of those discussions, Blockmetrix entered into a service and debt agreement with Satoshi Royalty One LLC. That transaction closed in November, 2025, and involved a separate restructuring and financing arrangement between those parties.

Pepcap confirms that no definitive agreement was executed between Pepcap and Blockmetrix in connection with the previously announced discussions. As a result, no transaction was completed, and, instead, Blockmetrix was negotiating a going public transaction in the United States.

Pepcap continues to evaluate potential strategic opportunities and acquisition candidates that may enhance shareholder value. As of the date of this press release, the company has no agreements in place regarding a merger, asset acquisition or other business combination transaction.

Further updates will be provided as material developments occur.