Mr. Colin Frost reports

CREDISSENTIAL INC. ANNOUNCES PROPOSED ACQUISITION OF ORBIT2ORBIT PTY LTD

Credissential Inc. has entered into a binding letter agreement dated July 13, 2026, with Orbit2Orbit Pty. Ltd., pursuant to which Credissential has agreed to acquire all of the issued and outstanding securities in the capital of Orbit2Orbit upon the terms and conditions set out in the letter agreement. The proposed transaction will result in a reverse takeover of Credissential by Orbit2Orbit that will constitute a fundamental change of Credissential pursuant to the policies of the Canadian Securities Exchange. Following completion of the proposed transaction, Credissential will continue the business of Orbit2Orbit, as described below.

The reverse takeover transaction

Pursuant to the letter agreement, Credissential has agreed to acquire all of the issued and outstanding Orbit2Orbit securities by way of one or more definitive exchange offers made to the holders of Orbit2Orbit securities. While it is intended that the proposed transaction will be completed by way of the exchange offers, the final acquisition structure will be determined by Credissential and Orbit2Orbit to accommodate efficiencies for various legal structures, tax and accounting treatment, and securities regulation.

As consideration for the acquisition of all of the outstanding Orbit2Orbit securities, the Orbit2Orbit securityholders will receive one common share in the capital of the resulting issuer for each outstanding ordinary share in the capital of Orbit2Orbit, or such other exchange ratio as mutually agreed to by Credissential and Orbit2Orbit based on the final valuation reflected in the exchange offers. Any outstanding options, warrants or other exchangeable or convertible securities of Orbit2Orbit will be exchanged, based on the exchange ratio, for similar securities of the resulting issuer on substantially similar terms and conditions.

The current issued and outstanding share capital of Credissential consists of 6,837,831 common shares in the capital of Credissential, warrants to purchase up to 1,698,231 Credissential common shares, nil stock options, compensation units to purchase up to 8,748 Credissential common shares and 8,748 Credissential warrants, restricted share units to be settled in cash or in an additional 69,583 Credissential common shares, and 12 per cent unsecured convertible debentures in the aggregate principal amount of $150,000, convertible into three million Credissential common shares at a conversion price of five cents per Credissential common share.

The current issued and outstanding capital of Orbit2Orbit consists of 11 million Orbit2Orbit shares, $300,000 (Australian) under SAFE notes and $1.55-million principal amount of unsecured interest-bearing convertible notes. The Orbit2Orbit SAFE notes and Orbit2Orbit convertible notes will be converted in accordance with their terms into Orbit2Orbit shares immediately prior to the closing of the proposed transaction and then exchanged into Credissential common shares pursuant to the terms of the exchange offers.

Following completion of the proposed transaction and assuming full subscription in the Orbit2Orbit private placement (as defined below), it is anticipated that existing Orbit2Orbit securityholders and holders of subscription receipts (as defined below) will own approximately 52.7 per cent and 19.9 per cent, respectively, of the outstanding resulting issuer shares (on a non-diluted basis), 21.2 per cent of the outstanding resulting issuer shares will be held by existing holders of Credissential common shares (on a non-diluted basis). The remaining 6.2 per cent of the outstanding resulting issuer shares (on a non-diluted basis) is to be held by an arm's-length finder to both Credissential and Orbit2Orbit who will be issued two million resulting issuer shares as compensation for providing advisory services in connection with the proposed transaction, including identifying and introducing Orbit2Orbit to Credissential.

In connection with the proposed transaction, it is anticipated that Credissential will: (i) complete a strategic spinout of its current assets (including any securities held by Credissential and technology developed), such that at the closing of the proposed transaction, Credissential shall have no assets or liabilities (other than fees and expenses in connection with the consummation of the proposed transaction; (ii) continue into the province of Ontario under the Business Corporations Act (Ontario); and (iii) change its name to Orbit2Orbit Inc., or such other name as may be determined by the parties and accepted by applicable regulatory authorities, including the CSE.

Credissential and Orbit2Orbit will provide further details in respect of the proposed transaction in due course by way of a news release.

About Orbit2Orbit Pty. Ltd.

Orbit2Orbit is a space logistics infrastructure company engaged in the development and commercialization of in-space logistics services and supporting hardware in low Earth orbit (LEO). Orbit2Orbit's business is intended to address the current absence of a persistent station-to-station logistics capability in LEO.

Orbit2Orbit's core offering is intended to develop in three progressive stages. Orbit2Orbit's current commercial activity is the Lab2Space pathfinder program, which provides stratospheric and suborbital test flight services to third party payload customers delivered using launch capacity procured from third party launch providers, and using Orbit2Orbit's standardized payload housing unit (PHU) and stacked payload interface and node element (SPINE) interfaces. Orbit2Orbit is also developing a small orbital demonstrator vehicle through Mission 0, which is being designed to validate controlled orbital operations, and rendezvous, proximity operations and docking (RPOD) behaviour. Further, through Mission 1, Orbit2Orbit intends to develop a reusable orbital vehicle and an associated station-side servicing interface, which is intended to support payload transport, deployment, retrieval, inspection and refuelling operations between in-orbit assets.

Orbit2Orbit was incorporated on Feb. 17, 2025, in Australia pursuant to the provisions of the Corporations Act 2001 (Commonwealth of Australia). Orbit2Orbit's head office is located at Unit 12/10 Louis Crt, Coomera 4209, Gold Coast, Queensland, Australia.

Orbit2Orbit private placement

On or prior to closing of the proposed transaction, Orbit2Orbit, through a special purpose financing vehicle to be incorporated by Orbit2Orbit (Finco), intends to complete a non-brokered private placement of subscription receipts at a price of 80 cents for estimated gross proceeds of not less than $8-million, or such other amount as may be acceptable to Orbit2Orbit and the CSE.

Each subscription receipt shall entitle the holder thereof to receive, upon the satisfaction or waiver (to the extent such waiver is permitted) of certain escrow release conditions prior to the date that is 120 days from the closing of the Orbit2Orbit private placement, including all conditions precedent to the proposed transaction being satisfied, and without payment of additional consideration or further act or formality on the part of the holder thereof, one common share in the capital of Finco and one-half of one warrant to purchase a Finco share. Upon completion of the proposed transaction, each whole Finco share and whole Finco warrant will be exchanged for resulting issuer shares and warrants to purchase resulting issuer shares, respectively, at the exchange ratio.

The gross proceeds of the Orbit2Orbit private placement will be deposited in escrow and shall only be released from escrow to Finco upon satisfaction of the escrow release conditions immediately prior to closing of the proposed transaction. The gross proceeds of the Orbit2Orbit private placement are expected to be used to finance research and development related to the Lab2Space program and advancement of Mission 0, and for general working capital purposes.

The subscription receipts will be offered for sale to purchasers in Canada and internationally pursuant to available private placement exemptions, in the United States only to eligible U.S. accredited investors or qualified institutional buyers pursuant to Rule 506(b) or Rule 506(c) of Regulation D under the U.S. Securities Act, as determined by Finco, and similar exemptions under applicable state securities laws, and in offshore jurisdictions pursuant to available prospectus and registration exemptions in accordance with applicable laws. If Finco determines to rely on Rule 506(c) of Regulation D for any offer or sale in the United States, Finco will take reasonable steps to verify that each such purchaser is a U.S. accredited investor before accepting such purchaser's subscription.

No Finco warrant, Finco finder's warrant or resulting issuer warrant may be exercised in the United States, or by, or for the account or benefit of, a U.S. person unless the securities issuable upon exercise have been registered under the U.S. Securities Act and applicable state securities laws, or are issued pursuant to an available exemption from, or in a transaction not subject to, such registration requirements.

In connection with the Orbit2Orbit private placement, it is currently anticipated that certain finders will be entitled to receive, in connection with investors introduced by the finder to Orbit2Orbit: (a) a cash commission equal to 5 per cent of the aggregate gross proceeds of the Orbit2Orbit private placement purchased by such investors; and (b) such number of Finco warrants as is equal to 5 per cent of the aggregate number of subscription receipts issued to such investors. Each Finco finder's warrant shall entitle the holder thereof to purchase one resulting issuer share at a price of $1.50 per share for a period of 24 months following the satisfaction or waiver of the escrow release conditions. No commission, fee or other transaction-based compensation will be paid in connection with any offer or sale of subscription receipts in the United States unless Finco has determined, after consultation with counsel, that such payment may be made in compliance with applicable U.S. federal and state broker-dealer registration requirements.

The terms of the Orbit2Orbit private placement may change depending on market conditions. Credissential and Orbit2Orbit will provide further updates in respect of the Orbit2Orbit private placement in due course by way of a news release.

Directors and officers of the resulting issuer

On completion of the proposed transaction, the current directors and officers of Credissential will resign. It is currently expected that the proposed officers of the resulting issuer will include Bradley Hatton-Jones (chief executive officer and director), Rick Mah (chief financial officer), Dr. Phillippe Laniakea (chief technology officer), Amal Khatri (chief strategy officer) and Richard Kimel (corporate secretary). Further information concerning the proposed directors of the resulting issuer will be contained in a subsequent news release.

The following sets out the biographical information of the proposed officers of the resulting issuer:

Bradley Hatton-Jones, CEO and director

Mr. Hatton-Jones is the founder, CEO and a director of Orbit2Orbit. At Orbit2Orbit, he leads corporate strategy, capital formation, commercial development, mission planning, strategic partnerships and the development of the company's reusable in-space logistics network.

Before founding Orbit2Orbit, Mr. Hatton-Jones worked as a manufacturing engineer at Gilmour Space Technologies, where he supported the development of the Eris orbital launch vehicle and engineered systems for transferring oxidizer from ground support infrastructure to the rocket. Mr. Hatton-Jones also led the end-to-end design and construction of Australia's largest dedicated rocket manufacturing facility. He was responsible for the facility's layout, manufacturing infrastructure, equipment integration and physical implementation, overseeing the project through to an operational factory.

Mr. Hatton-Jones is a chemical process engineer who graduated from Queensland University of Technology. He is registered on Engineers Australia's National Engineering Register in both chemical engineering and mechanical engineering.

Dr. Phillippe Laniakea, chief technology officer

Dr. Laniakea is the chief technology officer of Orbit2Orbit, where he leads the company's spacecraft technology development program, systems engineering activities and pathway-to-space strategy across high-altitude, suborbital and orbital missions. Dr. Laniakea brings more than 13 years of experience in spacecraft systems engineering, assembly, integration and test, mission delivery, and space qualification testing across Australian research institutions, commercial satellite companies and sovereign defence space programs.

Before joining Orbit2Orbit, he served as head of satellites at Southern Cross Space, leading program management and systems engineering for a 50-kilogram-class microsatellite prototype and managing international partnerships and supply chain activities. He previously served as deputy program manager -- satellites at Gilmour Space Technologies, where he led systems engineering for a 100-kilogram-class microsatellite platform and established the company's spacecraft integration capability, including cleanroom, space electronics integration, testing, assembly, integration and test, and quality assurance processes. He also co-led the development of an Australian Defence Space Command Earth observation pathfinder mission delivered in collaboration with CSIRO, university partners and Defence Space Command. As a member of the founding team of the UNSW Canberra Space Group, Dr. Laniakea served as space systems engineer, and assembly, integration and test lead. He directed the integration and testing of three spacecraft missions, delivering four spacecraft to successful launch and on-orbit operation, and established a research laboratory supporting space environment simulation and spacecraft qualification testing.

Dr. Laniakea holds a PhD in aerospace engineering from the University of Queensland's Centre for Hypersonics and a DiplIng in mechanical and aerospace engineering from RWTH Aachen University in Germany.

Amal Khatri, chief strategy officer

Mr. Khatri is chief strategy officer of Orbit2Orbit, and brings more than 25 years of leadership experience across the space, energy and geospatial intelligence sectors. At Orbit2Orbit, Mr. Khatri supports corporate strategy, mission development, commercial growth, government engagement and the development of strategic industry partnerships.

Before joining Orbit2Orbit, Mr. Khatri held senior executive and management positions in government agencies, established corporations and emerging technology companies across Africa and the Asia-Pacific region. From 2015 to 2022, Mr. Khatri served as executive director of the space program at the South African National Space Agency, with responsibility for national programs spanning space operations, Earth observation, space science and space engineering. Mr. Khatri also served as the agency's chief information officer.

Mr. Khatri has led satellite programs, multidisciplinary technical teams, government investment initiatives and international partnerships involving organizations including NASA, the European Space Agency and BRICS space agencies.

Rick Mah, chief financial officer

Mr. Mah has more than 20 years of corporate finance experience in technology and hospitality industries. During that time, he has held progressively senior finance roles with public and private companies. He has supported numerous financing activities helping raise over $700-million of capital. In addition, he was a key contributor in a number of strategic transactions, ranging from $1-million to $3.4-billion, including valuation and integration activities. Mr. Mah holds a bachelor of business administration from Simon Fraser University and is a chartered professional accountant and CFA charterholder.

Richard Kimel, corporate secretary

Mr. Kimel is a partner at the law firm of Aird & Berlis LLP, co-leader of the firm's capital markets and mergers and acquisitions groups, and a member of the firm's executive committee. Mr. Kimel practises in the areas of corporate finance and corporate/commercial law with experience in mergers and acquisitions (cross-border and domestic) of both public and private corporations, go-public transactions (both initial public offerings and reverse takeovers), public offerings and private placement financings (including debt and equity offerings), and corporate governance matters. Mr. Kimel acts as corporate counsel for numerous companies listed on the Toronto Stock Exchange, the TSX Venture Exchange and the CSE. Mr. Kimel also acts as a director or officer for a number of his publicly listed clients. Mr. Kimel received his LLB from the University of Toronto and an honours degree in business administration from the Richard Ivey School of Business at Western University in London, Ont.

Significant conditions to closing

The completion of the proposed transaction is subject to a number of conditions precedent, including, but not limited to, satisfactory due diligence reviews, negotiation and execution of definitive transaction documentation, including the exchange offers, approval by both boards of directors, approval of Orbit2Orbit shareholders, approval of Credissential shareholders, obtaining necessary third party approvals and/or consents, approval of the CSE for the listing of the resulting issuer shares, and completion of the Orbit2Orbit private placement, the spinout, the continuance and the name change. There can be no assurance that the proposed transaction or the Orbit2Orbit private placement will be completed as proposed or at all.

Additional information

Credissential is a reporting issuer in Alberta, British Columbia and Ontario. The Credissential common shares are currently halted from trading pending completion of the proposed transaction or until such time as permission to resume trading has been obtained from the CSE .

Additional information will follow as the proposed transaction progresses and a listing statement will be prepared and filed in accordance with the policies of the CSE.

All information contained in this news release with respect to Credissential and Orbit2Orbit was supplied by the parties, respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

About Credissential Inc.

Credissential is an AI-powered (artificial intelligence) financial services software developer.

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