Mr. Trevor Treweeke reports

SCD CAPITAL CORP. AND OFFSHORE DESIGNS LTD. ENTER INTO LETTER OF INTENT TO COMPLETE QUALIFYING TRANSACTION AND LISTING ON THE TSX VENTURE EXCHANGE

SCD Capital Corp. and Offshore Designs Ltd. have entered into a letter of intent dated Sept. 28, 2026, which outlines the terms and conditions pursuant to which SCD Capital and Offshore Designs will complete a transaction that will result in a reverse takeover of SCD Capital by Offshore Designs. The proposed transaction is an arm's-length qualifying transaction (as such term is defined in Policy 2.4, Capital Pool Companies) of the TSX Venture Exchange and, if completed, will constitute SCD Capital's qualifying transaction (as such term is defined in Policy 2.4). Upon completion of the qualifying transaction, it is anticipated that the resulting issuer (as defined below) will be listed as a Tier 2 technology or industrial issuer on the exchange.

In connection with the proposed transaction, SCD Capital and Offshore Designs will issue a subsequent news release setting out further information contemplated in Policy 2.4.

Offshore Designs Ltd.

Offshore Designs was incorporated on Aug. 13, 2018, pursuant to the Business Corporations Act (Canada). Offshore Designs is a company based in British Columbia, Canada, that designs, builds and operates underwater ship hull cleaning and inspection robots.

The technology enables fleets to:

• Maintain hull performance and stay on schedule;
• Reduce fuel and GHG (greenhouse gas) emissions;
• Prevent the spread of invasive species;
• Reduce underwater noise;
• Monitor hull condition.

Offshore Design's mission is to transform hull maintenance from reactive cleaning into pro-active, data-driven hull performance management.

SCD Capital Corp.

SCD Capital was incorporated on Sept. 4, 2025, pursuant to the Business Corporations Act (British Columbia) and is a capital pool company listed on the exchange. SCD Capital has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in Policy 2.4 of the exchange, until the completion of its qualifying transaction (as defined in the policies of the exchange), SCD Capital 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.

Proposed transaction summary

The proposed transaction is expected to be structured as a three-cornered amalgamation, whereby SCD Capital will incorporate a wholly owned subsidiary, which will amalgamate with Offshore Designs to form a newly amalgamated company (Amalco). In connection with the amalgamation, holders of common shares in the capital of Offshore Designs will receive common shares in the capital of the resulting issuer (as defined below).

The proposed transaction is subject to the parties entering into a definitive agreement in respect of the proposed transaction on or before Nov. 30, 2026, or such other date as Offshore Designs and SCD Capital may mutually agree. Completion of the proposed transaction is also subject to a number of other customary conditions, including obtaining all necessary board, shareholder and regulatory approvals, including exchange approval. Pursuant to the proposed transaction, SCD Capital shall change its name as requested by Offshore Designs acting reasonably and as may be acceptable to the exchange and regulatory authorities (the resulting issuer) and it will adopt a new stock symbol. Concurrently with the closing of the proposed transaction, the new board of directors of the resulting issuer may issue additional stock options to directors, officers, employees and consultants of the resulting issuer in accordance with the existing SCD Capital stock option plan, applicable exchange policies and securities laws. Upon completion of the proposed transaction, the resulting issuer will carry on the business of Offshore Designs and Amalco will be a wholly owned subsidiary of the resulting issuer.

It is not currently anticipated that the proposed transaction will require the approval of the shareholders of SCD Capital as it is not a non-arm's-length qualifying transaction (as defined in Policy 2.4) or a related party transaction pursuant to the provisions of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.

Pursuant to the terms of the proposed transaction, SCD Capital will acquire all of the securities of Offshore Designs on such terms and conditions as mutually agreed upon by the parties.

Bridge loan

In connection with the qualifying transaction and as of the date of execution of the LOI, SCD Capital shall advance a bridge loan to Offshore Designs in the amount of $25,000 and subject to the approval of the exchange, SCD Capital shall advance a further $225,000 to Offshore Designs, pursuant to terms and conditions to be agreed to between the parties. SCD Capital shall provide a subsequent updating news release once such loan terms are finalized. The initial $25,000 loan is expected to be used by Offshore Designs for legal fees.

Concurrent financing

SCD Capital and Offshore Designs or one of its affiliates shall complete, prior to or concurrently with the proposed transaction, a private placement of subscription receipts or special warrants aggregate gross proceeds of $2-million and up to a maximum of $4-million on such terms and conditions as mutually agreed upon by the parties. Finders' fees may be payable in connection with the offering. No finders' fees are expected to be payable in connection with the proposed transaction.

Officers and directors

Prior to completion of the proposed transaction and subject to approval by the exchange and the filing of all required materials, it is currently expected that the board of directors of the resulting issuer will be reconstituted to comprise a slate of up to five directors, at least two directors of which will be independent.

Non-arm's-length parties

No non-arm's-length parties (as such term is defined exchange policies) of SCD Capital have a direct or indirect beneficial interest in Offshore Designs, as set out below. No non-arm's-length parties to SCD Capital are insiders (as such term is defined in exchange policies) of Offshore Designs. No party or their respective associates or affiliates (as such terms are defined in exchange policies) is a control person (as defined in exchange policies) of both SCD Capital and Offshore Designs, and, as such, the proposed transaction will not be a non-arm's-length qualifying transaction (as defined in Policy 2.4).

Trading in SCD Capital shares

Trading in SCD Capital's common shares has been halted in compliance with the policies of the exchange. Trading in SCD Capital's common shares will remain halted pending the review of the proposed transaction by the exchange and satisfaction of the conditions of the exchange for resumption of trading. It is likely that trading in SCD Capital's common shares will not resume prior to the closing of the proposed transaction.

Additional information

Further updates in respect of the qualifying transaction will be provided in a subsequent news release. If and when the definitive agreement is executed, SCD Capital will issue a subsequent news release in accordance with the policies of the exchange containing details of the definitive agreement and additional terms of the qualifying transaction, and, to the extent not contained in this news release, additional information with respect to the offering, the financial information of Offshore Designs and the proposed directors, officers and insiders of the resulting issuer upon completion of the transaction.

Also, additional information concerning the qualifying transaction, SCD Capital, Offshore Designs and the resulting issuer will be provided in the filing statement to be filed by SCD Capital and Offshore Designs in connection with the qualifying transaction, which will be available under SCD Capital's SEDAR+ profile.

We seek Safe Harbor.