Mr. Richard King reports

PEPCAP PROVIDES CORPORATE UPDATE, INCLUDING SHAREHOLDER MEETING RESULTS, REVOKED CEASE TRADE ORDER AND TRADING REINSTATEMENT ON TSXV

Pepcap Resources Inc. has provided a number of corporate updates, including the results of its annual general and special meeting of shareholders held on Dec. 18, 2025, the approval of certain corporate matters by shareholders and other corporate developments as described below.

Revocation of cease trade order and TSX Venture Exchange reinstatement of trading

Following the April 7, 2026, revocation of the company's failure-to-file cease trade order by the B.C. Securities Commission, the company applied for reinstatement to trading with the TSX-V. In connection with the application for reinstatement to trading, the company has undergone a TSX-V review, which has been completed.

The company is pleased to inform its shareholders that the TSX-V has accepted the company's application for reinstatement to trading. The company expects that its common shares will be reinstated for trading on the TSX-V shortly.

The company acknowledges and appreciates the patience of its shareholders and stakeholders during this process.

Loan from Clark Swanson

Between December, 2023, and March, 2026, Mr. Swanson, an arm's-length shareholder of the company, advanced funds to the company from time to time to provide working capital. During the financial year ended Sept. 30, 2024, Mr. Swanson advanced an aggregate of $131,518 to the company, and, during the 2025 fiscal year, he advanced an additional $51,917, bringing the aggregate amount owing to Mr. Swanson to $183,435, as of Sept. 30, 2025. Interest accrued on the balance owing as of Sept. 30, 2024, was $11,957, and as of Sept. 30, 2025, was $19,907. As at Dec. 31, 2025, the outstanding balance owing to Mr. Swanson was $188,982, and, as at March 31, 2026, the balance owing was $194,575.

The amounts owing to Mr. Swanson loans bear interest at 12 per cent per annum, compounded annually, are unsecured, were advanced on an arm's-length basis throughout the applicable period and are not convertible into securities of the company.

The following table presents the principal advances from Mr. Swanson, the related interest accrued and the outstanding loan balances, taken directly from the company's filed financial statements.

Results of the 2025 annual general and special meeting of shareholders

The company announces the voting results from its annual general and special meeting of shareholders held on Dec. 18, 2025. Shareholders approved all matters placed before the meeting.

The number of directors of the company was fixed at three, and Richard C. King Jr., Philip J. Fagan Jr. and Jason Gerber were elected as directors of the company to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed.

Shareholders also approved the reappointment of DMCL LLP, chartered professional accountants, as the company's auditor for the ensuing year and authorized the directors to fix the auditor's remuneration.

On a disinterested basis, shareholders approved a change of control of the company under the policies of the TSX-V in connection with the proposed issuance of common shares to Franziska Von Fischer pursuant to a shares-for-debt settlement agreement dated July 8, 2025. The number of common shares to be issued will be determined based on the final settlement price.

On a disinterested basis, shareholders also approved the company's omnibus share incentive plan, as more particularly described in the management information circular dated Nov. 13, 2025, and authorized the directors to make amendments thereto in accordance with the terms of the plan and the policies of the TSX-V.

Changes to the board of directors

Effective Dec. 18, 2025, Tek Sian Kwan, Sophie Tran and Tim Man-Tin Ng ceased to serve as directors of the company.

Effective Dec. 18, 2025, shareholders of the company at the meeting elected Mr. Fagan and Mr. Gerber as directors of the company to serve as directors for the ensuring year. The board thanks Mr. Kwan, Ms. Tran and Mr. Ng for their service and contributions to the company, and welcomes Mr. Fagan and Mr. Gerber to the board.

The company's current board of directors consists of Mr. King, Mr. Fagan and Mr. Gerber. The audit committee is composed of Mr. Fagan and Mr. Gerber, who are independent directors, and Mr. King, who is a non-independent director.

Shares-for-debt settlement update

The company continues to pursue the proposed shares-for-debt settlement previously announced on July 14, 2025. Trading in the company's common shares was initially halted on July 10, 2025, in connection with a proposed transaction with Blockmetrix LLC. Subsequently, on March 6, 2026, trading in the company's common shares was suspended by the B.C. Securities Commission due to the company's failure to file its interim financial report and management's discussion and analysis for the period ended Dec. 31, 2025. As trading in the company's common shares was suspended, the TSX-V has required the company to establish a new deemed issue price based on a stable trading market following the reinstatement of trading. The deemed issue price for the proposed shares-for-debt settlement will be determined once a stable trading market has been established. The proposed transaction remains subject to the acceptance of the TSX-V.