Castlebar Capital Corp. Announces Proposed Qualifying Transaction with Blockgration Holdings Inc.

Executive Summary

• Castlebar Capital Corp. entered into a Letter of Intent to complete a reverse take‑over of Blockgration Holdings Inc., which would serve as Castlebar’s qualifying transaction under TSX Venture Exchange rules.
• The proposed deal values Blockgration at approximately C$40 million and involves issuance of 20,000,000 new Castlebar shares at C$0.20 each, plus share consolidations for both companies.
• Completion is conditioned on a concurrent private‑placement financing of at least US$5 million by Blockgration, share consolidations, regulatory approvals, and other customary closing conditions; trading in Castlebar’s shares has been halted pending review.

Key Details

• Letter of Intent (LOI): Dated Dec 18 2025, effective Mar 16 2026; outlines terms for a reverse take‑over (RTO) of Castlebar by Blockgration shareholders.
• Consideration: Blockgration shareholders to receive 20 million new Castlebar shares at C$0.20 per share → implied equity value of C$40 million for Blockgration.
• Share Consolidations (Pre‑Closing):
• Castlebar: 5 pre‑consolidation shares → 1 post‑consolidation share.
• Blockgration: 10.671 pre‑consolidation shares → 1 post‑consolidation share.
• Concurrent Financing: Minimum US$5 million private placement in Blockgration at $2.00 per Subscription Receipt. Each receipt converts into:
• 1 Castlebar share + 0.5 common share purchase warrant.
• Upon conversion, these are exchanged for 1 Resulting Issuer share + 0.5 Resulting Issuer warrant (exercisable at C$3.00 for two years).
• Use of Proceeds: Regulatory expansion & licensing, technology/platform scaling, marketing & partner onboarding (including cross‑border corridor development), general working capital, and transaction expenses.
• Board Composition Post‑Transaction: Up to 5 directors – 2 nominated by Castlebar, up to 3 nominated by Blockgration.
• Trading Halt: Castlebar requested a halt of its common shares pending material review; halt will remain until the transaction closes or is terminated.
• Sponsorship & Qualification: Castlebar reviewing TSX V requirements for sponsorship exemption; the RTO is intended to be the company’s qualifying transaction, moving the resulting entity to Tier 2 status on the Exchange.
• Conditions to Closing: Satisfactory due diligence, execution of a definitive agreement, completion of concurrent financing, shareholder approvals (if required), and all regulatory/stock‑exchange/court authorizations. No assurance that the transaction will be completed.

Notable Quotes

(No direct quotes were provided in the release.)