Mr. Anthony Zelen reports

BUSHIDO CAPITAL CORP. ANNOUNCES LOI WITH GRIDBOX HOLDINGS INC. IN RESPECT OF QUALIFYING TRANSACTION

Bushido Capital Corp. has entered into an arm's-length letter of intent dated Oct. 21, 2026 (the LOI), with Gridbox Holdings Inc. pursuant to which a newly incorporated, wholly owned subsidiary of Bushido will complete a three cornered amalgamation and merge with Gridbox to complete Bushido's qualifying transaction in accordance with the policies of the TSX Venture Exchange. As a result of the merger, Gridbox will become a wholly owned subsidiary of Bushido. Upon completion of the merger, it is intended that Bushido will change its name to Gridbox Holdings Ltd. and the wholly owned subsidiary, Gridbox Holdings Inc., will change its name to Gridbox Enterprises Ltd. The transaction is subject to the receipt of all necessary regulatory and shareholder approvals, if any are needed, as well as the satisfaction of certain conditions to closing as set out in the LOI.

Upon completion of the transaction, it is anticipated that the resulting issuer will be listed as a Tier 2 technology issuer on the TSX-V.

In connection with the proposed transaction, Bushido and Gridbox will issue a subsequent news release setting out further information contemplated in TSX-V Policy 2.4.

About Gridbox

Gridbox is a private company incorporated in 2026 under the laws of the Province of British Columbia.

Based in the city of Vancouver, Gridbox is a next-generation technology company pioneering decentralized high performance compute (HPC) and digital infrastructure. Engineered for the modern artificial intelligence and cloud computing era, Gridbox bridges the gap between hardware monetization and edge computing by deploying modular, high-density GPU nodes directly behind the meter in residential and commercial settings. By integrating custom, energy-efficient hardware with global compute marketplaces, Gridbox delivers scalable, low-latency processing power for AI (artificial intelligence) workloads while unlocking new, recurring revenue streams for host facilities and strategic infrastructure partners.

Gridbox will have a first-mover advantage in commercializing and marketing its Gridbox.

Bushido Capital

Bushido was incorporated on March 10, 2026, pursuant to the Business Corporations Act (British Columbia) and is a `capital pool company listed on the TSX-V. Bushido has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in Policy 2.4 of the TSX-V, until the completion of its qualifying transaction (as defined in the policies of the TSX-V), Bushido will not carry on business, other than the identification and evaluation of companies, business, or assets with a view to completing a proposed qualifying transaction.

Shahab Samimi, director of Bushido, commented: "Gridbox's distributed approach to AI infrastructure is an exciting opportunity to unlock underutilized power capacity at homes and businesses, with the potential to deploy AI compute faster and at lower cost than traditional data centre development. We look forward to advancing this proposed transaction and supporting Gridbox's ambition to build a scalable AI compute network."

Financial information for Gridbox

Gridbox's financial statements are currently being prepared and audited. The audit will be prepared in accordance with international financial reporting standards.

Gridbox will use its commercially reasonable efforts to complete one or more non-brokered common share equity financings for gross proceeds of not less than $1-million at a price of 10 cents per common share prior to the closing of the transaction. The proceeds of the concurrent financing will be used by Gridbox to commercialize its business and provide sufficient working capital for the 12 months postclosing of the transaction.

About the transaction

Pursuant to the LOI, the common shares of Bushido will not be consolidated or subdivided. The shareholders of Gridbox will receive 0.75 share of the resulting issuer for every one common share of Gridbox held prior to the merger.

It is anticipated that there will be approximately 20 million Gridbox common shares issued and outstanding immediately prior to the completion of the transaction. Upon completion of the transaction the former Gridbox shareholders, including those who participated in the concurrent financing, will collectively own 15 million shares of the resulting issuer. The existing shareholders of Bushido will continue to own 4.25 million common shares of the resulting issuer. A finder will own 750,000 common shares of the resulting issuer. Gridbox has never issued any options or warrants.

The completion of the merger is conditional on the parties negotiating and entering into a binding definitive agreement and obtaining all necessary regulatory approvals in connection with the matters described above and other conditions customary for a transaction of this type.

Upon completion of the transaction: (i) the holders of Bushido common shares will hold approximately 21.25 per cent of the issued and outstanding shares of the resulting issuer; (ii) the holders of Gridbox common shares immediately prior to closing will hold approximately 25 per cent of the issued and outstanding shares of the resulting issuer; (iii) the holders of Gridbox common shares issued upon closing of the financing will hold approximately 50 per cent of the issued and outstanding shares of the resulting issuer; and (iv) the holder of shares issued as payment of the finder's fee (as defined below) will hold approximately 3.75 per cent of the issued and outstanding shares of the resulting issuer.

The transaction is being completed at deemed transaction price of 10 cents per Bushido common share.

The value of the consideration for the 20 million Gridbox common shares to be acquired by Bushido pursuant to the transaction is $1.5-million.

Upon completion of the transaction, Conor Power, of Vancouver, B.C., is expected to be an insider of the resulting issuer by virtue of beneficially owning or controlling, directly or indirectly, more than 10 per cent of the issued and outstanding shares of the resulting issuer.

Arm's-length transaction

The transaction is not a non-arm's-length transaction in accordance with the policies of the TSX-V.

Directors and officers of the resulting issuer

Pursuant to the LOI, the board of directors of the resulting issuer will consist of four directors, three appointed by Gridbox and one appointed by Bushido. All of the directors will have Canadian or American public company experience having acted as directors. Two of the directors will be independent directors as required by the policies of the TSX-V. Mr. Power will act as chief executive officer and Mr. Cheung will serve as chief financial officer.

Conor Power -- director and chief executive officer

Mr. Power is a venture capitalist and successful entrepreneur who was born and raised in Vancouver, B.C. Over the last decade, Mr. Power has raised over $32-million in the U.S. and Canada, funding many early stage start-ups and delivering several successful investment exits. The majority of his investments focused on technology. Mr. Power is an executive who builds agile, high-growth organizations. With deep experience navigating early stage venture funding, corporate structuring and go-to-market execution, Mr. Power brings a hands-on, outcomes-oriented approach to leadership. He specializes in aligning technical product development with market demand, building strong board and investor trust, and driving businesses toward sustainable profitability and liquidity events. Evidence of his business building abilities is seen from a company that Mr. Power originally conceptualized, started, and led operations and commercialization. This private business has generated multimillion dollars in sales.

Other directors will be appointed prior to closing of the transaction.

Chief financial officer

Mr. Cheung will become the resulting issuer's chief financial officer. He is a chartered professional accountant with extensive experience in financial management, corporate governance and regulatory compliance for publicly traded companies. He currently serves as a chief financial officer and/or a director of several other publicly listed companies. Mr. Cheung specializes in financial reporting, corporate finance, securities compliance and public company administration. He has broad experience supporting companies in the mining, exploration and technology sectors. Mr. Cheung holds a bachelor of commerce degree from the University of Victoria and is a member of the Chartered Professional Accountants of British Columbia.

Corporate secretary

Gridbox will appoint a corporate secretary to the resulting issuer who has public company experience.

Finder's fee

In connection with the completion of the transaction, the resulting issuer will issue 750,000 common shares to Knight Equity Holdings Inc., an arm's-length party pursuant to a finder's fee payable in connection with the transaction.

Filing statement

In connection with the transaction and pursuant to TSX-V requirements, Bushido will file a filing statement on SEDAR+, which will contain details regarding the transaction, the merger, the concurrent financing, Bushido, Gridbox and the resulting issuer.

No deposits, advances or loans have been or are intended to be made in connection with the proposed transaction.

Non-arm's-length parties

No non-arm's-length parties (as such term is defined in TSX-V policies) of Bushido have a direct or indirect beneficial interest in Gridbox, as set out below. No non-arm's-length parties to Bushido are insiders (as such term is defined in TSX-V policies) of Gridbox. No party or their respective associates or affiliates (as such terms are defined in TSX-V policies), is a control person (as defined in TSX-V policies) of both Bushido and Gridbox and, as such, the proposed transaction will not be a non-arm's-length qualifying transaction (as defined in TSX-V Policy 2.4).

Trading in Bushido shares

Trading in Bushido's common shares has been halted in compliance with the policies of the TSX-V. Trading in Bushido's common shares will remain halted pending the review of the proposed transaction by the TSX-V and satisfaction of the conditions of the TSX-V for resumption of trading. It is likely that trading in Bushido's common shares will not resume prior to the closing of the proposed transaction.

Additional information

Further updates in respect of the transaction will be provided in a subsequent news release. If and when the definitive agreement is executed, Bushido will issue a subsequent news release in accordance with the policies of the TSX-V containing details of the definitive agreement and additional terms of the transaction, and the financial information of Gridbox and the proposed directors, officers, and insiders of the resulting issuer upon completion of the transaction.

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