Mr. Lewis Bateman reports

SPIRIT BLOCKCHAIN ANNOUNCES COMPLETION OF PREVIOUSLY ANNOUNCED STRATEGIC INVESTMENT IN INVESTDEFY TECHNOLOGIES.

Spirit Blockchain Capital Inc., further to its press release dated Nov. 16, 2022, has executed a subscription agreement with InvestDEFY Technologies Inc., whereby Spirit will purchase 645,162 Class B voting shares of InvestDEFY for a purchase price of 62 U.S. cents per InvestDEFY share, for an aggregate subscription amount of $400,000 (U.S.). Spirit is leading the financing, with its investment accounting for 26.37 per cent of the total proceeds raised. InvestDEFY is a full-stack AI (artificial intelligence) platform that powers unique structured products for the digital asset space.

The InvestDEFY team has expressed their excitement about Spirit Blockchain being their leading partner and equity investment in the company, saying, "We are thrilled to have them." Lewis Bateman, chief executive officer of Spirit, says: "This relationship exemplifies the strategic opportunities in the blockchain space and the commitment that Spirit Blockchain Capital is able to provide. InvestDEFY's AI and blockchain will be leading each solution to create new structured products that will provide the Spirit community with increased income and exposure to digital assets."

Under the terms of the subscription agreement, the InvestDEFY shares shall pay a variable dividend targeting 10 per cent or more per annum, with a floor of 7.5 per cent per annum, payable semi-annually until conversion or repurchase. These Class B common shares shall convert into Class A common shares after a two-year period, subject to InvestDEFY's right to repurchase 40 per cent of the Class B shares at the end of such two-year period.

As consideration, Spirit will provide InvestDEFY with $200,000 (U.S.) in cash and 5.4 million common shares of Spirit, which represent $200,000 (U.S.) worth of Spirit shares at a price per share of five cents.

In addition, InvestDEFY has granted Spirit with a board observation right under the subscription agreement, and Mr. Bateman will work closely with InvestDEFY's management.

"We are thrilled to welcome Spirit Blockchain as a partner and equity shareholder," said James Niosi, CEO of InvestDEFY. "This partnership symbolizes InvestDEFY's commitment to powering innovative structured products that deliver enhanced yield and exposure to digital assets for the Spirit community."

Corporate update

On Jan. 25, 2023, the company issued 2,441,074 Spirit shares to various consultants and employees in connection with consulting and employment agreements entered into between the company and the individuals. In total, 2,171,331 Spirit shares were issued at a price of five cents per Spirit share and 269,743 Spirit shares were issued at 6.5 cents per Spirit share, and such distribution was made on an debt-for-shares basis in accordance with the policies of the Canadian Securities Exchange.

About Spirit Blockchain Capital Inc.

Spirit is a Canadian-Swiss group operating in the blockchain and digital asset sectors with the primary goal of creating value in a rapidly growing environment through recurring cash flows and capital appreciation.

Spirit provides investors with direct exposure to the sector, without the technical complexity or constraints of purchasing and holding the underlying crypto assets. Spirit's strategy is based upon management's conviction that the blockchain and digital asset ecosystem will provide significant growth and outperform traditional asset classes over the medium to long term.

The strategy of the company is centred on four complementary economic units:

• Royalties and streams by lending capital to blockchain ecosystem participants, where repayment of the notional and interest takes place in the form of crypto assets;
• Advisory and research services;
• Treasury management through investment in major crypto assets with cold storage in Switzerland; and
• Providing IT (information technology) solutions to the sector in the areas of compliance, AML (anti-money laundering), forensics and risk reporting.

We seek Safe Harbor.