Mr. Todd Sexton reports

SECURE BLOCKCHAIN COMPLETES ACQUISITION OF AGENTIC SOLUTIONS LIMITED, LAUNCHES ENTERPRISE AGENTIC AI PLATFORM

Secure Blockchain Development Corp. has closed its all-stock acquisition of Agentic Solutions Ltd., an AI (artificial intelligence) technology company built on elizaOS, one of the leading open-source frameworks for autonomous AI agents created by Eliza Labs -- currently a top-ranked AI agent repository on GitHub with over 17,600 stars, 200-plus plug-ins and active integrations across messaging platforms, on-chain data and enterprise tools.

The acquisition of agentic by Secure Blockchain, a TSX Venture Exchange-listed technology issuer with established blockchain infrastructure capabilities, hands the commercial layer of the elizaOS framework its first public market proxy and uniquely positions the combined entity to deliver agentic AI solutions with optional on-chain features -- leveraging elizaOS's native blockchain integrations that set it apart from purely Web2 agent platforms.

"We are focused on delivering real agentic intelligence to businesses across every industry -- from professional services and manufacturing to healthcare, retail, growth-stage tech and blockchain-enabled applications," said Steven Bryson-Haynes, co-founder and president of Agentic.

Agentic is building its AI agents on elizaOS, positioning Secure Blockchain as the first public-market commercial arm for the framework's applications. Sebastian Quinn-Watson, co-founder of Agentic and newly appointed director of Secure Blockchain, commented: "This acquisition brings the commercial application of elizaOS to the public markets. We're building the tools that will allow companies to become truly agentic -- where intelligent systems handle the heavy lifting while people focus on strategy and innovation."

Pursuant to the acquisition of Agentic, the company issued an aggregate of five million common shares of the company to Agentic's shareholders, at a deemed price of nine cents per share.

The company has also closed a non-brokered private placement financing, raising $1.5-million through the issuance of 13,333,333 units of the company at a price of 11.25 cents per unit. The financing included an anchor investment from the Eliza Foundation who subscribed for approximately 50 per cent of the financing. Each unit consists of one common share and one-half of one common share purchase warrant, with each whole common share purchase warrant entitling the holder thereof to acquire one additional common share of the company at a price of 15 cents per share until April 10, 2030. The company has also settled an aggregate of $500,000 in liabilities through the issuance of 4,444,444 common shares of the company at a price of 11.25 cents per share.

Net proceeds from financing will support AI agent development, platform buildout, consulting delivery, legacy liability settlement and general working capital.

Subsequent to the Agentic acquisition, financing and debt settlement, the company has 32,590,531 common shares issued and outstanding. Securities issued in connection with the Agentic acquisition, financing and debt settlement are subject to the statutory hold period expiring Aug. 11, 2026.

The debt settlement included participation by Todd Sexton, chief executive officer of the company, in the aggregate amount of 693,333 common shares, representing a settlement of $78,000 of indebtedness. This participation constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The issuance of the common shares is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as it was a distribution of securities for debt, and the fair market value of the common shares issued, and the aggregate consideration paid, did not exceed 25 per cent of the company's market capitalization.

The company did not file a material change report more than 21 days before the expected closing of the debt settlement transaction because the details of the participation therein by related parties of the company were not settled until shortly prior to closing of the debt settlement and the company wished to close on an expedited basis for business reasons.

About Secure Blockchain Development Corp.

Secure Blockchain is a technology issuer focused on blockchain-embedded solutions and now enterprise agentic AI. Through its Delivery Trust platform and the newly integrated Agentic capabilities, the company delivers secure, intelligent systems for high-integrity operations across industries. While the company's core focus is enterprise agentic AI transformation, its blockchain heritage and elizaOS's on-chain capabilities provide optional advanced features for clients in finance and Web3 markets.

About Agentic Solutions Ltd.

Agentic specializes in autonomous AI agents and blockchain infrastructure, delivering production-ready AI solutions that automate complex workflows, enhance decision-making and drive scalable enterprise transformation across all industries, while also providing differentiated blockchain capabilities for finance and Web3 markets.

We seek Safe Harbor.