Mr. Lewis Bateman reports

SPIRIT BLOCKCHAIN CAPITAL SUCCESSFULLY EXECUTES AGREEMENT TO ACQUIRE TROON TECHNOLOGIES

Spirit Blockchain Capital Inc., further to its press release dated June 16, 2023, has successfully executed the definitive agreement to acquire the shares of Troon Technologies Canada Inc., a technology solutions provider, in a transformative move that promises to propel industry innovation and growth to new heights. Spirit will acquire the shares in tranches contingent on the parties hitting certain performance-related targets.

Lewis Bateman, chief executive officer of Spirit Blockchain Capital, commented on this milestone, stating: "This marks a significant achievement in our journey. Our commitment to innovation and technological advancement in the digital asset and technology sectors has found a perfect match in Troon Technologies. We are excited about the endless possibilities that this collaboration will unlock for our clients and stakeholders."

Paul Dube, Troon Technologies' co-founder and managing partner, added: "Our shared vision for industry excellence and growth has now taken a substantial step forward. Troon Technologies is poised to integrate our expertise and cutting-edge technology into Spirit's portfolio, ensuring our clients access to even more advanced solutions to meet their evolving demands. Together, we are committed to reshaping the future of the digital asset and technology landscape."

The transaction

Under the share purchase agreement, Spirit shall acquire 100 per cent of the shares of Troon Technologies in four tranches over a period of three years contingent on the parties achieving agreed-upon performance related-milestones. Initially, Spirit will purchase 10 per cent of the issued and outstanding shares of Troon Technologies from its shareholders in exchange for such number of common shares of Spirit equal to $370,000 (U.S.) calculated at a price per Spirit share equal to the volume-weighted average price of the Spirit shares on the Canadian Securities Exchange for the 20 consecutive trading days prior to such issuance. Following this initial issuance, on the first, second and third year anniversary following closing of the transaction, Spirit will, subject to the parties achieving certain performance-based targets at the end of each fiscal year, purchase an additional 30 per cent of the Troon shares from its shareholders in exchange for such number of Spirit shares at the market price equal in value to 30 per cent of the enterprise value of Troon Technologies until it has purchased all the issued and outstanding Troon shares.

This strategic partnership brings together two dynamic entities with complementary strengths, resources and market presence, positioning them as a powerful force within the digital asset and technology sectors. This collaboration is set to unlock new opportunities, enhance market positioning and drive innovative solutions, creating a seamless transition and realizing synergistic benefits. Troon Technologies is in a strong financial position, generating $1,251,445 (U.S.) in consolidated revenue for the nine-month period ended Sept. 30, 2023, and $2,148,127 (U.S.) in consolidated revenue for the year ended Dec. 31, 2022. These results are based on the unaudited financial statements provided to management of Spirit.

The completion of the transaction is contingent upon customary closing conditions and regulatory approvals.

About Spirit Blockchain Capital Inc.

Spirit Blockchain Capital is a leading investment company at the forefront of the blockchain industry. Through the company's operational business line and asset management business, Spirit provides investors with a range of opportunities for capital appreciation. With a strong focus on innovation, strategic investments and operational excellence, Spirit Blockchain is poised to unlock the potential of the digital economy. Together, with Troon Technologies, we are pioneering a new era in capital investment, where technology and innovation work hand-in-and to drive growth, seize opportunities and navigate the challenges of this dynamic sector.

We seek Safe Harbor.