File: Attachment SCD Capital - News - Offshore Designs LOI QT - Sept 29, 2026.pdf

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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

VENTURE EXCHANGE

News Release - Vancouver, British Columbia September 29, 2026 SCD Capital Corp. (TSXV:SMCD.P) ("SCD Capital") and Offshore Designs Ltd. ("Offshore Designs") are pleased to announce that they have entered into a letter of intent dated September 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"). The Proposed Transaction is an arm's length Qualifying Transaction (as such term is defined in Policy 2.4 Capital Pool Companies ("Policy 2.4")) of the TSX Venture Exchange (the "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 August 13, 2018, pursuant to the Business Corporations Act (Canada). Offshore Designs is a British Columbia, Canada-based company that designs, builds and operates underwater ship hull cleaning and inspection robots.

The technology enables fleets to:

dot maintain hull performance & stay on schedule; dot reduce fuel and GHG emissions; dot prevent the spread of invasive species; dot reduce underwater noise; and dot monitor hull condition.

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

For further information visit www.offshoredesigns.ca.

SCD Capital Corp.

SCD Capital was incorporated on September 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

1 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 (the "Amalgamation") to form a newly amalgamated company ("Amalco"). In connection with the Amalgamation, holders of common shares in the capital of Offshore Designs ("Offshore Designs Shares") 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 (the "Definitive Agreement") on or before November 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 (the "Loan"). 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 $2,000,000 and up to a maximum of $4,000,000 (the "Offering") on such terms and conditions as mutually agreed upon by the parties. Finder's fees may be payable in

2 connection with the Offering. No finder's 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 (5) directors, at least two (2) 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 the 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 (the "Filing Statement") to be filed by SCD Capital and Offshore Designs in connection with the Qualifying Transaction, which will be available under the SCD Capital's SEDAR+ profile at www.sedarplus.ca.

For more information, please contact:

Trevor Treweeke CEO, Director and Corporate Secretary Tel: 778-870-5028

3 Email: trevortreweeke@gmail.com No U.S. Offering or Registration

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

Cautionary Note Regarding Forward-Looking Information

This news release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including statements regarding the plans, intentions, beliefs and current expectations of Offshore Designs and SCD Capital with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes, without limitation, information regarding: (a) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied including, but not limited to, the necessary board and regulatory approvals and the timing associated with obtaining such approvals, if at all; (b) the timing for completing the Proposed Transaction, if at all, and the conditions to such transaction; (c) the timing associated with entering into the Definitive Agreement and the terms and conditions therein; (d) the Offering including the size and timing associated with completing such financing; (e) the business plans and expectations of SCD Capital; (f) trading in shares of SCD Capital and when such trading will resume, if at all; (g) the issuance of and timing associated with issuing a further comprehensive news release or news releases; and (h) expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Offshore Designs and SCD Capital's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Offshore Designs and SCD Capital believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and board approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations; compliance with extensive government regulation and the costs associated with compliance; costs of building and developing projects and product opportunities; the risks and uncertainties associated with capital markets; and the diversion of management time on the Proposed Transaction. These forward-looking statements may be affected by risks and uncertainties in the business of Offshore Designs and SCD Capital and general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward- looking statements prove incorrect, actual results may vary materially from those described herein as intended,

4 planned, anticipated, believed, estimated or expected. Although Offshore Designs and SCD Capital have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Offshore Designs and SCD Capital do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to Exchange acceptance and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of SCD Capital should be considered highly speculative. The Exchange has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

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