Blockchain Venture Capital Inc. Announces Letter of Intent for Proposed Reverse Takeover Transaction with World Digital Gold Group Ltd.

Executive Summary

• Blockchain Venture Capital Inc. (BVCI) entered a non‑binding Letter of Intent with World Digital Gold Group Ltd. (WDGG) to pursue a reverse‑takeover business combination.
• Under the proposed transaction, BVCI would acquire WDGG’s gold‑backed CBDC GLD digital asset business in exchange for BVCI common shares; final terms will be set after due diligence.
• The combined entity is expected to rename itself “CBDC GLD” and continue operating both companies’ blockchain and digital‑asset platforms, subject to regulatory and shareholder approvals.

Key Details

• LOI Date: March 16 2026 (non‑binding).
• Transaction Structure: Reverse takeover; acquisition of WDGG’s CBDC GLD business by BVCI via share exchange, amalgamation, arrangement or similar structure to be determined.
• Consideration: WDGG shareholders will receive BVCI common shares; exact valuation, exchange ratio and total consideration pending definitive agreement.
• Arm’s‑Length Parties: No insiders, promoters or control persons of BVCI hold ownership in WDGG.
• Target Assets:
• Intellectual property for CBDC GLD and related tokenization platforms.
• Blockchain software/technology for gold‑linked digital asset issuance.
• Contractual rights and development initiatives for gold‑backed digital assets.
• Resulting Issuer Plans:
• Continue current businesses of both companies (BVCI’s blockchain infrastructure, wallet services, OTC trading; WDGG’s CBDC GLD development).
• Seek shareholder and regulatory approval to change name to “CBDC GLD”.
• Financing: Potential financing may be undertaken to support the post‑combination business plan; terms not yet determined.
• Conditions to Completion: Satisfactory financial, legal and technical due diligence; execution of definitive agreement; CSE and other regulatory approvals; shareholder approval (if required); any necessary financing; customary closing conditions.
• Trading Impact: No expected trading halt for BVCI shares; possible short‑term dissemination halt if released during market hours per CSE policy.

Notable Quotes

• “The Proposed Transaction is intended to solidify the Resulting Issuer's position as a digital asset infrastructure company focused on tokenization, blockchain financial services, and digital‑asset settlement platforms associated with the CBDC GLD and its current ecosystems.” – Richard Zhou, Chairman & CEO, Blockchain Venture Capital Inc.