Mr. Lewis Bateman reports

SPIRIT BLOCKCHAIN CAPITAL ANNOUNCES THE SIGNING OF A LETTER OF INTENT TO ACQUIRE TROON TECHNOLOGIES, PROPELLING INDUSTRY INNOVATION AND GROWTH

Spirit Blockchain Capital Inc. and Troon Technologies, a renowned technology solution provider, have entered into a non-binding letter of intent, contemplating the acquisition of Troon Technologies by Spirit, marking a pivotal milestone in their shared pursuit of industry-leading innovation and growth.

"We are thrilled to announce the signing of this letter of intent with Troon Technologies," said Lewis Bateman, chief executive officer of Spirit Blockchain. "This LOI serves as a crucial step in establishing a mutual understanding, and will pave the way for our successful negotiation and execution of the purchase agreement. This strategic partnership will amplify our combined strengths, positioning us at the forefront of the digital asset and technology sectors."

"Troon Technologies is pleased to announce the signing of this letter of intent with Spirit Blockchain Capital," stated Paul Dube, Troon Technologies' co-founder and managing partner. "This merger represents a strong alignment and steps toward an acquisition, and thus represents a significant milestone in Troon Technologies' growth strategy, allowing us to expand our offerings to empower the Spirit ecosystem. We are thrilled to incorporate Troon Technologies' comprehensive services and cutting-edge technology into the Spirit portfolio, offering customers even more advanced solutions to meet their expanding demands. We are committed to providing exceptional value to our clients, and this acquisition exemplifies that commitment."

The transaction

While non-binding and subject to change, the LOI contemplates the terms of the transaction, which may include the company, a subsidiary of the company or a newly formed entity affiliated with the company combining with Troon Technologies. Following the transaction, Spirit Blockchain will have acquired Troon Technologies, merging their expertise, resources and market presence to create a formidable force within the digital asset and technology sectors. This strategic partnership is set to unlock new opportunities, bolster market positioning and drive forward groundbreaking solutions, and is designed to foster collaboration and integration, ensuring a seamless transition and the realization of synergistic benefits.

The completion of the transaction is subject to customary closing conditions and regulatory approvals. Additionally, as part of the definitive purchase agreement, Spirit Blockchain will close its current financing round, which will contribute to the working capital of the business. This infusion of capital will further strengthen the merged entity's financial position and support the overall investment thesis. By securing additional financing, Spirit Blockchain aims to enhance its ability to execute strategic initiatives, drive innovation and capitalize on emerging opportunities within the digital asset industry. The merged entity will be able to pursue its investment thesis with greater conviction and create value for its clients and stakeholders as a result of the combined resources and expanded investment capabilities. Further details will be disclosed as the transaction progresses toward completion.

Additional updates

In keeping with the goal of fostering a collaborative and unified culture, Spirit Blockchain will cancel all current options and reissue them to select individuals at a future date in accordance with applicable securities requirements and stock exchange rules. The company recognizes the importance of attracting and retaining top talent in the industry, and aims to provide options that align with current market conditions. The new options will be priced to offer competitive incentives and align the interests of employees and stakeholders with the long-term success of the merged entity. By reassessing and reissuing the options, Spirit Blockchain seeks to create a motivating and rewarding environment for its dedicated team members while driving sustained growth and performance.

Finally, the company announces that it will conduct a non-brokered private placement consisting of units of the company at a price of $2.50 per unit and convertible promissory notes of the company. Each unit will comprise one common share and one-half of one common share purchase warrant. Each warrant will be exercisable into one common share of the company for a period of 24 months at an exercise price of 18 cents for 24 months following issuance. With regard to the notes, interest will accrue on the principal balance of each note at a simple rate of 7.5 per cent per annum, payable on an semi-annual basis. The principal and unpaid accrued interest on each note then outstanding will be due and payable upon demand by the holder of such note on or after the date that is three years following issuance. Up to 18 months after issuance, holders may elect to convert the principal amount of their notes into common shares of the company at a conversion price equal to 18 cents per common share, in whole or in part, at any time and from time to time, by providing not fewer than two days prior written notice. After 18 months and one day after issuance and up to the maturity date, holders may elect to convert the principal amount of their notes into common shares at a conversion price equal to 24 cents per common share, in whole or in part, at any time and from time to time, by providing not fewer than two days prior written notice. The notes will be general unsecured obligations on the company. The company anticipates closing the private placement on or later than June 23, 2023.

About Spirit Blockchain Capital Inc.

Spirit Blockchain is a leading digital asset investment firm focused on capital appreciation and alpha generation. With a commitment to active management and a risk-based approach to digital asset allocation, the company seeks to deliver superior returns to its clients. Spirit Blockchain leverages its deep industry expertise and strategic partnerships to stay at the forefront of the ever evolving digital asset landscape.

About Troon Technologies

Troon Technologies is a renowned technology solution provider, specializing in blockchain and digital asset solutions. With a visionary approach, Troon Technologies develops cutting-edge technology platforms and services to drive innovation and transformation across industries. The company's expertise spans blockchain development, digital asset solutions and technology consulting.

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