Spirit Blockchain Capital Announces Closing of Shares for Services Transactions

VANCOUVER, BC, June 16, 2025 /CNW/ - Spirit Blockchain Capital Inc. (CSE: SPIR) ("Spirit Blockchain" or the "Company"), a leader in digital asset and blockchain investment, is pleased to announce that further to its press releases dated March 5 and June 4, 2025, it has issued an aggregate of 4,435,417 common shares of the Company ("Common Shares") in lieu of cash compensation for services provided to the Company by certain directors, officers and consultants of the Company (the "Shares for Services Transactions").

The Company settled an aggregate of $300,875 owing to various service providers of the Company by the issuance of an aggregate of 3,625,000 Common Shares at a price of $0.083 per Common Share. The Company has also settled an aggregate of $50,000 owing to an arm's length consultant of the Company through the issuance of an aggregate of 291,667 Common Shares at a deemed price of $0.06 per Common Share, 218,750 Common Shares at a deemed price of $0.08 per Common Share and 300,000 Common Shares at a deemed price of $0.05 per Common Share. The Common Shares were issued in lieu of cash payments for services previously rendered to the Company pursuant to consulting and employment agreements whereby the service providers provided various services to the Company throughout 2023, 2024 and 2025.

The Common Shares issued pursuant to the Shares for Services Transactions will be subject to a hold period expiring four months and one day following the date of issuance, and the issuance remains subject to there being no objection from the Canadian Securities Exchange and compliance with applicable securities laws.

A portion of the Shares for Services Transaction constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security holders in Special Transactions ("MI 61-101") as Common Shares were issued to certain directors and officers as follows in connection with settlement of amounts payable to them as follows: Raymond O'Neill, Chairman and a director of the Company, was issued 650,000 Common Shares in settlement of $53,950 in outstanding fees; Lewis Bateman, CEO and a director of the Company, was issued 1,050,000 Common Shares in settlement of $87,150 in outstanding fees and Yves La Rose, a director of the Company, was issued 250,000 Common Shares in settlement of $20,750 in outstanding fees (collectively, the "Related Parties"). The issuance of Common Shares to the Related Parties pursuant to the Shares for Services Transactions is exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101.

None of the securities to be issued in connection with the Shares for Services Transactions have been or will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act.

About Spirit Blockchain Capital

Spirit Blockchain Capital is a leading investment company at the forefront of the blockchain industry. Through our operational business line and asset management business, we provide 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.

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. Forward looking statements in this news release include statements regarding the Company's expectation that the Canadian Securities Exchange will not object to the Shares for Services Transactions. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Factors that could materially affect such forward-looking information are described under the heading "Risk Factors" in the Company's long form prospectus dated August 8, 2022, that is available on the Company's profile on SEDAR at www.sedar.com. The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents managements' best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this press release.

SOURCE Spirit Blockchain Capital Inc.

For media inquiries, please contact: Lewis Bateman, Chief Executive Officer, [email protected]