File: Attachment Pepcap NR - Pepcap Announces Reinstatement to Trading - August 18 2026 clean.pdf

PEPCAP PROVIDES CORPORATE UPDATE, INCLUDING SHAREHOLDER MEETING RESULTS, REVOKED CEASE TRADE ORDER AND TRADING REINSTATEMENT ON

TSXV

Vancouver, August 18, 2026 Pepcap Resources, Inc. (TSXV: WAV.H) (the "Company") announces a number of corporate updates, including the results of its annual general and special meeting of shareholders held on December 18, 2025, the approval of certain corporate matters by shareholders, and other corporate developments as described below.

Revocation of Cease Trade Order and TSX Venture Exchange ("TSXV") Reinstatement of Trading:

Following the April 7, 2026, revocation of the Company's failure-to-file cease trade order by the BCSC the Company applied for reinstatement to trading with the TSXV. In connection with the application for reinstatement to trading, the Company has undergone a TSXV review which is now completed.

The Company is pleased to inform its shareholders that the TSXV has accepted the Company's application for reinstatement to trading. The Company expects that its common shares will be reinstated for trading on the TSXV shortly.

The Company acknowledges and appreciates the patience of its shareholders and stakeholders during this process.

Loan from Mr. Clark Swanson:

Between December 2023 and March 2026, Clark Swanson, an arm's length shareholder of the Company, advanced funds to the Company from time to time to provide working capital. During the financial year ended September 30, 2024, Mr. Swanson advanced an aggregate of $131,518 to the Company, and during the 2025 fiscal year, he advanced an additional $51,917, bringing the aggregate amount owing to Mr. Swanson to $183,435, as of September 30, 2025. Interest accrued on the balance owing as of September 30, 2024 was $11,957, and as of September 30, 2025 was $19,907. As at December 31, 2025, the outstanding balance owing to Mr. Swanson was $188,982, and as at March 31, 2026, the balance owing was $194,575.

The amounts owing to Mr. Swanson loans bear interest at 12% per annum, compounded annually, are unsecured, and were advanced on an arm's length basis throughout the applicable period and are not convertible into securities of the Company.

The following table presents the principal advances from Mr. Swanson, the related interest accrued, and the outstanding loan balances, taken directly from the Company's filed financial statements:

Reporting Period Principal Advanced During Period For the six months ended March 31, 2024 and In addition, for the six month period ended March 2023 31, 2024, a shareholder of the Company loaned $104,863 (2023 - $nil) which bears interest at 12% For the nine months ended June 30, 2024 compounded annually. The Company accrued For the years ended September 30, 2024 and 2023 interest of $530 during the period ended March 31, For the three months ended December 31, 2024 2024 related to the amounts loaned. and 2023 In addition, for the nine month period ended June 30, 2024, a shareholder of the Company loaned For the six months ended March 31, 2025 and $118,480 (2023 - $nil) which bears interest at 12% 2024 compounded annually. The Company accrued interest of $3,923 during the period ended June 30, For the nine months ended June 30, 2025 and 2024 related to the amounts loaned. 2024 In addition, for the year ended September 30, 2024, a shareholder of the Company loaned $119,561 For the years ended September 30, 2025 and 2024 (2023 - $nil) which bears interest at 12% compounded annually. The Company accrued interest of $11,957 during the year ended September 30, 2024 related to the amounts loaned. In addition, during the three month period ended December 31, 2024, a shareholder of the Company loaned $25,005 and the company repaid $10,000 of the loan. The loan bears interest at 12% compounded annually and the Company accrued interest of $4,343 during the three month period ended December 31, 2024 related to the amounts loaned. As of December 31, 2024 the balance of the loan was $150,866 (September 30, 2024: $131,518). In addition, during the six-month period ended March 31, 2025, a shareholder of the Company loaned $25,005 and the company repaid $10,000 of the loan. The loan bears interest at 12% compounded annually and the Company accrued interest of $8,807 during the six-month period ended March 31, 2025 related to the amounts loaned. As of March 31, 2025 the balance of the loan was $155,330 (September 30, 2024: $131,518). In addition, during the nine-month period ended June 30, 2025, a shareholder of the Company loaned $25,005 and the company repaid $10,000 of the loan. The loan bears interest at 12% compounded annually and the Company accrued interest of $13,403 during the nine-month period ended June 30, 2025 related to the amounts loaned. As of June 30, 2025 the balance of the loan was $159,926 (September 30, 2024: $131,518). As at September 30, 2025, amounts due to a shareholder totaled $183,435 (2024 $131,518). The balance bears interest at a rate of 12% per annum, compounded annually. Interest expense of $19,907 was accrued during the year ended For the three month periods ended December 31, September 30, 2025 related to this balance (2024 - 2025 and December 31, 2024 $11,957). As at December 31, 2025, amounts due to a For the three and six months ended March 31, shareholder totaled $188,982 (December 31, 2024 2026 and 2025 $183,434). The balance bears interest at a rate of 12% per annum, compounded annually. Interest expense of $5,548 was accrued for the three month period ending December 31, 2025 related to this balance (December 31, 2024 $4,343). As at March 31, 2026, amounts due to a shareholder totaled $194,575 (September 30, 2025 $183,434). The balance bears interest at a rate of 12% per annum, compounded annually. Interest expense of $5,592 was accrued for the three-month period ending March 31, 2026 related to this balance (September 30, 2025 $5,548).

Results of the 2025 Annual General and Special Meeting of Shareholders:

The Company announces the voting results from its annual general and special meeting of shareholders (the "Meeting") held on December 18, 2025. Shareholders approved all matters placed before the Meeting.

The number of directors of the Company was fixed at three (3), and Richard C. King, Jr., Philip J. Fagan Jr. and Jason Gerber were elected as directors of the Company to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed.

Shareholders also approved the reappointment of DMCL LLP, Chartered Professional Accountants, as the Company's auditor for the ensuing year and authorized the directors to fix the auditor's remuneration.

On a disinterested basis, shareholders approved a change of control of the Company under the policies of the TSXV in connection with the proposed issuance of common shares to Franziska Von Fischer pursuant to a shares for debt settlement agreement dated July 8, 2025. The number of common shares to be issued will be determined based on the final settlement price.

On a disinterested basis, shareholders also approved the Company's omnibus share incentive plan, as more particularly described in the management information circular dated November 13, 2025, and authorized the directors to make amendments thereto in accordance with the terms of the plan and the policies of the TSXV.

Changes to the Board of Directors:

Effective December 18, 2025, Tek Sian Kwan, Sophie Tran and Tim Man-Tin Ng ceased to serve as directors of the Company.

Effective December 18, 2025, shareholders of the Company at the Meeting elected Philip J. Fagan Jr. and Jason Gerber as directors of the Company to serve as directors for the ensuring year. The Board thanks Mr. Kwan, Ms. Tran and Mr. Ng for their service and contributions to the Company and welcomes Mr. Fagan and Mr. Gerber to the Board. The Company's current Board of Directors consists of Richard C. King, Jr., Philip J. Fagan Jr. and Jason Gerber. The Audit Committee is comprised of Philip J. Fagan Jr. and Jason Gerber, who are independent directors, and Richard C. King, Jr., who is a non-independent director.

Shares for Debt Settlement Update:

The Company continues to pursue the proposed shares for debt settlement previously announced on July 14, 2025. Trading in the Company's common shares was initially halted on July 10, 2025, in connection with a proposed transaction with Blockmetrix LLC. Subsequently, on March 6, 2026, trading in the Company's common shares was suspended by the British Columbia Securities Commission due to the Company's failure to file its interim financial report and management's discussion and analysis for the period ended December 31, 2025. As trading in the Company's common shares was suspended, the TSXV has required the Company to establish a new deemed issue price based on a stable trading market following the reinstatement of trading. The deemed issue price for the proposed shares for debt settlement will be determined once a stable trading market has been established. The proposed transaction remains subject to the acceptance of the TSXV.

PEPCAP RESOURCES, INC.

Per: "Richard C. King Jr." Richard C. King Jr., CEO

For further information, please contact:

Richard C. King Jr. Phone: +1 (502) 345-0966 Email: richardckingjr@icloud.com

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