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VANCOUVER, Canada, May 25, 2026 (GLOBE NEWSWIRE) — Spirit Blockchain Capital Inc. (CSE: SPIR) (“Spirit” or the “Company”), a publicly listed company focused on blockchain infrastructure and digital asset opportunities, is pleased to report key operational highlights for the quarter ended March 31, 2026, and to announce the closing of the previously announced non brokered private placement initially announced on May 1, 2026.
Q1 2026 Highlights
- Strategic Financing Execution: Initiated and advanced a non-brokered private placement in May 2026. On May 22nd, the Company completed the private placement for gross proceeds of CAD $441,334.43, supporting near-term operational requirements and ongoing restructuring efforts.
- Liquidity & Capital Position: Continued to actively manage a constrained cash position while prioritizing critical obligations, including regulatory, audit, and operational expenses. The Company remains focused on improving working capital through disciplined cost management and targeted capital raises.
- Operational Reset & Cost Rationalization: Undertook internal restructuring following leadership changes, with a focus on reducing external spend, increasing internal execution capabilities, and improving oversight across legal, marketing, and technology functions.
- Technology Platform Review: Conducted a comprehensive assessment of previously funded technology initiatives, including wallet infrastructure, DAO tooling, and tokenization platforms. The Company is evaluating next steps to align development with commercial readiness and revenue generation.
- Regulatory & Governance Focus: Maintained compliance with Canadian Securities Exchange (CSE) requirements and continued coordination with OTC Markets and SEDAR+ filings. Internal processes have been strengthened to support more efficient and cost-effective regulatory execution.
- Leadership Transition: Appointed Raymond O’Neill as Interim Chief Executive Officer, Interim Chief Financial Officer, and Corporate Secretary, reflecting a shift toward hands-on operational leadership and execution discipline.
Private Placement Closing
The Company is pleased to announce that it has closed the previously announced non brokered private placement (the “Offering”), as initially disclosed on May 1, 2026.
Pursuant to the Offering, the Company issued an aggregate of 31,523,888 units (the “Units”) at a price of $0.014 per unit for gross proceeds of CAD $441,334.43. Each Unit consisted of one common share of the Company (a “Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Common Share at a price of $0.05 for a period of three (3) years from the date of issuance.
The Warrants are subject to an acceleration clause whereby, if the volume weighted average price of the Company’s common shares on the Canadian Securities Exchange is at or above $0.075 for 10 consecutive trading days, the Company may accelerate the expiry date upon 30 days’ notice.
The Offering included participation from both existing and new investors across multiple jurisdictions, including Canada, Ireland, Bermuda, the United States and Switzerland. The Company intends to use the net proceeds for general working capital purposes and to advance its ongoing strategic and operational initiatives.
An insider of the Company participated in the Offering. Such participation is considered to be a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on the specified markets set out in MI 61-101 and neither the fair market value of the securities issued to, nor the consideration paid by, such insider exceeds 25% of the Company’s market capitalization.All securities issued are subject to a statutory hold period of four months and one day from the date of issuance. The Offering remains subject to final acceptance by the Canadian Securities Exchange.
Management Commentary
“Our focus in Q1 has been on stabilizing the foundation of the business financially, operationally, and strategically,” said Raymond O’Neill, Interim CEO. “With that groundwork now in place, we are seeing stronger alignment between our capital strategy, technology initiatives, and real market opportunities. The extent of this financing reflects continued shareholder support and strengthens our position as we move forward with disciplined execution and a clear path toward long term value creation.”
About Spirit Blockchain Capital
Spirit Blockchain Capital Inc. is a Canadian-based publicly listed company focused on providing shareholders with exposure to the blockchain and digital asset economy. The Company holds a diversified portfolio of digital assets and invests in emerging blockchain ventures while developing proprietary yield-generation platforms.
For further information, please contact:
Raymond O’Neill
Interim Chief Executive Officer
Spirit Blockchain Capital Inc.
Email: info@spiritblockchain.com
Phone: +1 604 757-0331
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. 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 http://www.sedarplus.ca. 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 news release.
