File: Attachment Bushido-Gridbox - News Release - LOI - QT (Oct 22, 2026).pdf

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Bushido Capital Corp. Announces LOI with Gridbox Holdings Inc. in Respect of Qualifying Transaction

VANCOUVER, B.C. - (October 22, 2026) - Bushido Capital Corp. ("Bushido") (TSXV: BUSH.P) is pleased to announce that it has entered into an arm's length letter of intent dated October 21, 2026 (the "LOI") with Gridbox Holdings Inc. ("Gridbox") pursuant to which a newly incorporated, wholly-owned subsidiary of Bushido will complete a three cornered amalgamation and merge with Gridbox (the "Merger") to complete Bushido's qualifying transaction (the "Transaction") in accordance with the policies of the TSX Venture Exchange (the "TSXV"). 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." (the "Resulting Issuer") 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 TSXV.

In connection with the proposed Transaction, Bushido and Gridbox will issue a subsequent news release setting out further information contemplated in TSXV 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 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 Corp.

Bushido was incorporated on March 10, 2026, pursuant to the Business Corporations Act (British Columbia) and is a `Capital Pool Company' listed on the TSXV. Bushido has not - 2 -

commenced commercial operations and has no assets other than cash. Except as specifically contemplated in Policy 2.4 of the TSXV, until the completion of its Qualifying Transaction (as defined in the policies of the TSXV), 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 $1,000,000 at a price of $0.10 per common share (the "Concurrent Financing") 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 post- closing 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 shares of the Resulting Issuer for every one common share of Gridbox held prior to the Merger.

It is anticipated that there will be approximately 20,000,000 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 15,000,000 shares of the Resulting Issuer. The existing shareholders of Bushido will continue to own 4,250,000 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 (the "Closing"): (i) the holders of Bushido common shares will hold approximately 21.25% of the issued and outstanding shares of the Resulting - 3 -

Issuer; (ii) the holders of Gridbox common shares immediately prior to Closing will hold approximately 25% 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% 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% of the issued and outstanding shares of the Resulting Issuer.

The Transaction is being completed at deemed transaction price of $0.10 per Bushido common share.

The value of the consideration for the 20,000,000 Gridbox common shares to be acquired by Bushido pursuant to the Transaction is $1,500,000.

Upon completion of the Transaction, Conor Power, of Vancouver, British Columbia, is expected to be an insider of the Resulting Issuer by virtue of beneficially owning or controlling, directly or indirectly, more than 10% 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 TSXV.

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 TSXV. Conor Power will act as chief executive officer and Ryan 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, British Columbia. Over the last decade, Conor has raised over $32 million dollars in the US and Canada, funding many early-stage startups and delivering several successful investment exits. The majority of his investments focused on technology. Conor 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, Conor 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 Conor originally conceptualized, started and led operations and commercialization. This private business has generated multi million dollars in sales. - 4 -

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

Chief Financial Officer

Ryan 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 (the "Finder's Fee").

Filing Statement

In connection with the Transaction and pursuant to TSXV requirements, Bushido will file a filing statement on SEDAR+ (www.sedarplus.ca), 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 TSXV 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 TSXV policies) of Gridbox. No party or their respective Associates or Affiliates (as such terms are defined in TSXV policies), is a Control Person (as defined in TSXV 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 TSXV Policy 2.4). - 5 -

Trading in Bushido Shares

Trading in Bushido's common shares has been halted in compliance with the policies of the TSXV. Trading in Bushido's common shares will remain halted pending the review of the proposed Transaction by the TSXV and satisfaction of the conditions of the TSXV 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 TSXV 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.

No U.S. Offering or Registration

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

Cautionary Note Regarding Forward-Looking Information

The information contained or referred to in this press release relating to Gridbox has been furnished by Gridbox. Although Bushido has no knowledge that would indicate that any statement contained herein concerning Gridbox is untrue or incomplete, neither Bushido nor any of its respective directors or officers assumes any responsibility for the accuracy or completeness of such information.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not - 6 -

be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the content of this press release.

This release includes forward-looking statements regarding Bushido, Gridbox, and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Transaction, the terms on which the Transaction is intended to be completed, the use of the net proceeds from the Concurrent Financing, the ability to obtain regulatory and shareholder approvals, and the proposed business plan of Gridbox. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Transaction, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the Gridbox industry, failure to obtain regulatory or shareholder approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although Bushido and Gridbox have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Bushido and Gridbox undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Bushido is a capital pool company governed by the policies of the TSXV. The principal business of Bushido is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction.

Contact Information Bushido Capital Corp. Anthony Zelen CEO, CFO, Corporate Secretary & Director 228 1122 Mainland Street, Vancouver, BC V6B 5L1 Tel: 778-388-5258 Email: Anthonyzelen88@gmail.com

Gridbox Holdings Inc. - 7 - Conor Power, Chief Executive Officer Tel: (778) 888 9822 Email: connordpower@gmail.com Neither the TSXV Venture TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV Venture TSXV) accepts responsibility for the adequacy or accuracy of this news release.