Mr. Brady Cobb reports

CAPTOR CAPITAL ANNOUNCES TERMINATION OF RTO WITH RIMSTOCK

Captor Capital Corp. is no longer pursuing a business combination with Rimstock Holdings Ltd., in which the company would have acquired a majority position of Rimstock in exchange for shares and cash consideration, and would have resulted in the reverse takeover of the company by Rimstock shareholders. Despite the best efforts of the parties, Rimstock and Captor were unable to reach agreement with Rimstock's secured creditors for the RTO to proceed.

Prior to the termination of the RTO, the company advanced an aggregate of $4,469,076 (U.S.) in bridge financing to Rimstock pursuant to the terms and subject to the conditions of a senior unsecured convertible debenture in the principal amount of $9.5-million dated July 1, 2023. The financing represented Captor's sole investment in Rimstock, and no further amounts will be advanced to Rimstock under the debenture. Interest accrues under the debenture at a rate of 1 per cent above the base rate of Barclays Bank PLC, and has a two-year maturity period, subject to accelerated maturity in certain circumstances. Subject to the receipt of relevant regulatory approvals, the outstanding principal amount is convertible into ordinary shares in the capital of Rimstock. The proceeds from the debenture were used by Rimstock for working capital and general operating purposes.

As the RTO will not proceed, Rimstock is in discussions with its lenders regarding the restructuring of Rimstock and its liabilities. This has resulted in certain Rimstock group companies being placed into administration pursuant to U.K. insolvency laws and a writedown of the debenture by the company in accordance with international financial reporting standards.

Following the termination of the RTO, the company will seek to lift the trading halt on its common shares on the Canadian Securities Exchange (CSE). The resumption of trading of the common shares of the company is subject to the approval of the CSE.

We seek Safe Harbor.