Insights

SPIRIT Blockchain Capital Inc. announces intention to go public in Canada and Private Placements

April 8, 2021 – Vancouver, British Columbia: 1284696 BC Ltd (the “Company” or “BCCO”), a private BC company, is pleased to announce it has entered into a letter of intent dated April 1, 2021 (the “LOI”) with Spirit Blockchain Capital Inc. (“Spirit”) pursuant to which the company will acquire all of the issued and outstanding securities of Spirit (the “Proposed Transaction”) and Spirit will become a wholly-owned subsidiary of the Company. Spirit is a private company incorporated under the laws of British Columbia and has a wholly owned subsidiary, Spirit Blockchain AG, a Swiss Company.

Upon completion of the Proposed Transaction, BCCO currently intends to file a non-offering prospectus (the “Prospectus”) with the applicable securities commissions and apply for a listing (the “Listing”) on the Canadian Securities Exchange (the “Exchange”). In connection with the Proposed Transaction, the resulting issuer is expected to operate under the name “Spirit Blockchain Capital Inc.” (the “Resulting Issuer”). It is a condition of the Proposed Transaction that the Resulting Issuer apply for Listing, however, there can be no assurance that the Exchange will approve the Listing.

The Proposed Transaction is an arm’s length transaction.

About Spirit Blockchain Capital Inc.

Spirit is a Canadian Swiss group operating specifically 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 the underlying crypto assets. Spirit’s strategy is based upon management’s conviction that the Blockchain and Digital Asset ecosystem will register significant growth and outperform traditional asset classes over the medium to long-term.

The Company’s strategy focuses on three complimentary economic units:

▪ Royalties & Streams by providing capital to blockchain ecosystem participants, where repayment of the notional and interest takes place in the form of crypto assets.

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▪ Advisory & Research Services for Institutional and private Investors to a global blockchain and digital assets investment product.

▪ Treasury management through investment in major crypto assets with cold storage in Switzerland.

Summary of the Proposed Transaction

Pursuant to the terms of the LOI, the Company will acquire all of the issued and outstanding securities of Spirit and the shareholders of Spirit will receive an aggregate of 46,000,000 common shares in the capital of BCCO (the “Payment Shares”) at a deemed price of $0.125 per share. The final form of the transaction will be set forth in a definitive agreement to be entered into by the parties and that will replace the LOI (the “Definitive Agreement”).

The completion of the Proposed Transaction is subject to the satisfaction of various conditions that are standard for a transaction of this nature, including but not limited to (i) execution of the Definitive Agreement on or prior to April 30, 2021; (ii) the completion of the Private Placement (as defined below); (iii) if applicable, the approval of the Proposed Transaction by the shareholders of each of BCCO and Spirit, and (iv) the completion of satisfactory due diligence by each of the parties prior to executing the Definitive Agreement. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.

Each of BCCO and Spirit will bear their own costs in respect of the Proposed Transaction.

Intended Financing Plan

Prior to or concurrent with completion of the Proposed Transaction, Spirit will complete a non- brokered private placement of up to 40,000,000 common shares in the capital of Spirit (“Spirit Shares”) at a price of $0.125 per share for gross proceeds of up to $5,000,000 (the "Private Placement”). The proceeds raised in connection with the Private Placement will be used to fund the operations of Spirit and for general working capital. All securities issued pursuant to the Private Placement will be subject to an indefinite hold period under applicable securities laws. Commissions may be paid on proceeds raised commensurate with industry norms.

Prior to or concurrent with completion of the filing of the Prospectus, it is currently expected that BCCO will complete at least one additional financing at a price to be determined (currently expected to be in the range of S0.30 to $0.40 per share) and subject to market conditions, for gross proceeds of not less than $1,000,000 (the "Concurrent Offering”). The proceeds raised in connection with the Concurrent Offering will be used to fund the costs associated with completing the Proposed Transaction, and for general working capital of the Resulting Issuer. All securities issued pursuant to the Concurrent Offering will be subject to an indefinite hold period under applicable securities laws. Commissions may be paid on proceeds raised commensurate with industry norms.

ON BEHALF OF SPIRIT Blockchain Capital Inc

Erich Perroulaz, Chairman & CEO