Mr. Fraser Matthews reports

NETCOINS APPOINTS ANDREW LEIGH AS CHIEF COMPLIANCE OFFICER

Surge Digital Inc.'s wholly owned subsidiary, Netcoins Inc., has appointed Andrew Leigh as chief compliance officer. Mr. Leigh's registration in the role was approved by the British Columbia Securities Commission and the Ontario Securities Commission on Nov. 4, 2026. Mr. Leigh will also serve as Netcoins' CAMLO (chief anti-money-laundering officer).

Mr. Leigh will lead Netcoins' securities compliance program, including its obligations as a restricted dealer under the Canadian Securities Administrators' framework for crypto asset trading platforms and the compliance workstreams supporting Netcoins' pending application for membership in the Canadian Investment Regulatory Organization (CIRO). He reports to Fraser Matthews, chief executive officer and ultimate designated person (UDP) of Netcoins.

Mr. Leigh brings 20 years of Canadian securities compliance experience across investment dealers, a global bank and the industry's self-regulatory organization. He joins Netcoins from Shakepay, where he served as chief compliance officer and led the compliance function through Shakepay's admission as a CIRO investment dealer member in January, 2025. Earlier in his career, he served as chief compliance officer of The August Group Capital and Hampton Securities Ltd., as co-chief compliance officer of Bloomberg Tradebook Canada, and in senior compliance and business risk roles at HSBC InvestDirect and HSBC. He also spent five years at the Investment Industry Regulatory Organization of Canada (now CIRO) as a business conduct compliance examiner.

"Andrew has done this before. He has sat on the regulator's side of the table at IIROC, run compliance at investment dealers and a global bank, and most recently led a Canadian crypto platform through CIRO membership. That is exactly the experience Netcoins needs as we advance our own CIRO application and build out the regulated crypto trading and crypto-as-a-service capabilities at the core of Surge Digital's strategy," said Mr. Matthews, chief executive officer of Surge Digital and Netcoins. "Regulation is our moat. Pairing Andrew's securities compliance leadership with Anna's deep AML [anti-money-laundering] and Fintrac [Financial Transactions and Reports Analysis Centre of Canada] expertise gives Netcoins a compliance bench built for where this industry is going."

Anna Maison continues with Netcoins and will focus on the company's anti-money-laundering (AML), money services business (MSB) and Fintrac programs. Ms. Maison will continue to provide advisory support on anti-money-laundering and financial crime matters.

Netcoins is registered with Fintrac as a money services business in addition to its securities registration, and Ms. Maison's continued leadership of those programs, alongside Mr. Leigh's securities compliance mandate, deepens compliance expertise across the platform as Netcoins expands its product set.

About Surge Digital Inc.

Surge Digital is the bridge between traditional finance and the on-chain economy. Surge owns and operates Netcoins, a regulated Canadian crypto trading platform serving retail, corporate and institutional clients; Blockchain Intelligence Group, a provider of blockchain analytics, investigation and compliance tools to law enforcement, government agencies and financial institutions; and TerraZero Technologies. Surge is building a regulated digital asset platform across four pillars: the Netcoins digital asset app, crypto-as-a-service infrastructure for fintechs and enterprises, blockchain intelligence, and stablecoin payments:

• Netcoins -- a North American centralized exchange (CEX) offering trading, staking, swaps, custody and borrowing;
• Blockchain Intelligence Group -- blockchain analytics and forensics solutions;
• TerraZero Technologies -- immersive media, metaverse and Web3 development.

Netcoins is a crypto trading platform providing secure, regulated access to a growing range of digital assets. With a commitment to transparency and compliance, Netcoins serves both retail and institutional investors, offering a trusted way to buy, sell, stake, borrow and custody crypto in Canada and the United States.

Blockchain Intelligence Group provides digital asset forensics and blockchain analytics solutions supporting AML, investigations and risk management for cryptocurrency activity.

TerraZero is an immersive media and Web3 development company focused on creating next-generation virtual experiences for brands. Through its Intraverse platform, TerraZero offers immersive experience creation, advertising, data analytics and digital events.

We seek Safe Harbor.