Mr. Sai Huda reports

CYBERCATCH ANNOUNCES MAILING, FILING OF MANAGEMENT INFORMATION CIRCULAR FOR ANNUAL GENERAL AND SPECIAL MEETING OF SECURITYHOLDERS AND RECEIPT OF INTERIM ORDER IN CONNECTION WITH PREVIOUSLY ANNOUNCED ACQUISITION BY DATAVAULT AI INC.

Cybercatch Holdings Inc. has filed and is in the process of mailing its management information circular and related materials for the annual general and special meeting of the holders of common shares of Cybercatch, the holders of options to purchase shares and the holders of warrants to purchase shares with the meeting to be held at 10 a.m. (Vancouver time) on Oct. 14, 2026.

At the meeting, securityholders will be asked to approve, among other things, the previously announced plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia), pursuant to which 1602628 B.C. Ltd. (the purchaser), a wholly owned subsidiary of Datavault AI Inc., will acquire all of the issued and outstanding shares for $3.22 (U.S.) in cash per share, subject to certain adjustments set out in the arrangement agreement dated Aug. 17, 2026, entered into between the company, Datavault and the purchaser.

Unanimous board recommendation

The board of directors of Cybercatch, having undertaken a thorough review and after consulting with its financial and legal advisers, and the unanimous recommendation of the special committee of the board (which included receipt of the fairness opinion from its financial adviser) has unanimously determined that the arrangement is in the best interests of Cybercatch (taking into account the interests of all affected stakeholders) and that the consideration to be received by the securityholders pursuant to the arrangement is fair to securityholders. Accordingly, the board has unanimously approved the arrangement and unanimously recommends that securityholders vote for the arrangement.

Reasons for recommendation

In reaching the conclusion to recommend that securityholders vote for the arrangement, the board carefully considered a number of factors, including, among others, the following:

• Significant premium to shareholders. The purchaser has offered shareholders a significant premium to the share price. Each shareholder will receive $3.22 (U.S.) per share exchanged, subject to certain adjustments as set out in the arrangement agreement, which reflects a 180-per-cent premium to the closing price of the shares on the TSX Venture Exchange of $1.15 (U.S.) ($1.60) on Aug. 14, 2026, the last trading day of the shares prior to the announcement of the arrangement.
• Cash consideration. The consideration to be paid to shareholders will be comprised entirely of cash thereby providing shareholders with immediate liquidity and certainty of value.
• Strategic review. The determination to proceed with the arrangement was reached as part of a strategic review that included consideration by the board of a broad range of value-enhancing options.
• Fairness opinion. Evans & Evans Inc., the independent financial adviser to the special committee, provided its opinion to the special committee to the effect that, as of Aug. 14, 2026, and subject to the assumptions, limitations and qualifications set out in the fairness opinion, the arrangement agreement and consideration is fair, from a financial point of view, to the securityholders.

A full description of the factors considered by the special committee and the board is included in the circular under the heading "The arrangement - Reasons for the Recommendation."

Interim order

On Sept. 11, 2026, the company obtained an interim order of the Supreme Court of British Columbia providing for the calling and holding of the meeting, the granting of dissent rights and addressing other procedural matters related to the arrangement and the conduct of the meeting. A copy of the interim order is attached as Appendix D to the circular.

Meeting information and circular

The meeting will be held in person at the office of McMillan LLP, counsel to Cybercatch, at 1500 -- 1055 West Georgia St., Vancouver, B.C., V6E 4N7, at 10 a.m. (Vancouver time) on Oct. 14, 2026. The board has fixed the close of business on Aug. 28, 2026, as the record date for the determination of securityholders entitled to receive notice of and vote at the meeting.

To be effective, the arrangement must be approved by at least: (a) two-thirds (66.66 per cent) of the votes cast by shareholders present in person or represented by proxy at the meeting; (b) two-thirds (66.66 per cent) of the votes cast by securityholders present in person or represented by proxy at the meeting, voting together as a single class; and (c) a simple majority of the votes cast by shareholders present in person or represented by proxy at the meeting, excluding for this purpose votes attaching to shares held by certain shareholders described in items (a) through (d) of Multilateral Instrument 61-101 -- Protection of Minority security Holders in Special Transactions. Each shareholder is entitled to one vote in respect of each share held, each optionholder is entitled to one vote in respect of each option held, and each warrantholder is entitled to one vote in respect of each warrant held, in each case, with respect to the matters on which they are entitled to vote.

The circular contains, among other things, details concerning the arrangement, the background to and reasons for the board and special committee recommendations, the requirements for the arrangement to become effective, the procedure for receiving consideration payable under the arrangement, procedures for voting at the meeting, and other related matters, including standard annual general meeting matters. Securityholders are urged to carefully review the circular and related meeting materials as they contain important information regarding the arrangement and its consequences to securityholders. Copies of the circular and related meeting materials are available under the company's SEDAR+ profile.

How to vote

Registered shareholders, optionholders and warrantholders as of the record date can vote by attending the meeting in person or by completing, dating, and signing the form of proxy enclosed with the circular and returning it to Computershare Investor Services Inc. by fax within North America at 1-866-249-7775, outside North America at 416-263-9524, or by mail to 320 Bay St., 14th floor, Toronto, Ont., M5H 4A6, or by hand delivery at third floor, 510 Burrard St., Vancouver, B.C., V6C 3B9, or via the Internet by following the instructions provided on the website and the 15-digit control number specified in the enclosed form of proxy not later than 10 a.m. (Vancouver time) on Oct. 9, 2026, or, if the meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Non-registered beneficial shareholders as of the record date, being shareholders who hold shares through a broker, bank or other intermediary, should carefully follow the instructions on the voting instruction form that they receive from their intermediary in order to vote the shares that are held through that intermediary. Most intermediaries now delegate instructions from clients to Broadridge Financial Solutions Inc. Broadridge typically prepares a voting instruction form with a 16-digit control number that it delivers to non-registered (beneficial) shareholders and asks them to return instructions directly to Broadridge. For your shares to be voted, you must follow the instructions on the voting instruction form that is provided to you. The voting instruction form must be returned to Broadridge (or other intermediary) well in advance of the meeting to ensure that shares are voted.

Securityholder questions and assistance

Securityholders who would like additional copies, without charge, of the circular or have additional questions about the arrangement, including the procedures for voting or completing transmittal documents, should contact their broker or other intermediary or Cybercatch Investor Relations at 1-866-756-2923 or info@Cybercatch.com.

Timing

The closing of the arrangement is subject to the satisfaction or waiver (where applicable) of certain customary closing conditions, including receipt of the required securityholder approval, receipt of the approval of the court and the approval of the TSX-V. Assuming all conditions are satisfied or waived, it is expected that the arrangement will be completed in the fourth quarter of 2026.

About Cybercatch Holdings Inc.

Cybercatch Holdings provides a proprietary, artificial-intelligence-enabled software-as-a-service (SaaS) solution that provides continuous compliance and cyberrisk mitigation to organizations in critical segments, so they can be safe from cyber threats. The Cybercatch platform focuses on solving the root cause of why cyberattacks are successful: security holes from control deficiencies. It first helps implement all mandated and necessary controls, then the platform automatically and continuously tests the controls from three dimensions (outside-in, inside-out and social engineering) to find control failures so one can fix them promptly to stay compliant and safe from attackers.

We seek Safe Harbor.