Birchtree signs non-binding deal for Web3 investment

Mr. Vitali Savitski reports BIRCHTREE INVESTMENTS ANNOUNCES PROPOSED INVESTMENT IN DIGITAL MOTION CORPORATION Birchtree Investments Ltd. has executed a non-binding term sheet dated Dec. 30, 2025, to acquire a 50-per-cent equity interest of Digital Motion Corp., a private Delaware-based corporation focused on redefining digital markets globally with Web3 products and proprietary innovation. Digital Motion brings together advanced financial technologies across capital formation, credit infrastructure and real-world assets (RWAs), to provide both traditional and progressive investors with diversified exposure to innovative Web3-driven financial products. Digital Motion's mission is to modernize the traditional business execution model, while democratizing access to high-growth digital financial markets offering institutional-grade performance. Through its portfolio, which includes platforms like Mayflower and Starbase, Digital Motion builds infrastructure that bridges the conventional financial systems with the rapidly evolving decentralized economy, unlocking new pathways for yield, liquidity and sustainable growth. Pursuant to the term sheet, Birchtree would acquire the 50-per-cent equity interest in Digital Motion from the shareholders of Digital Motion in exchange for the issuance of such number of common shares of Birchtree having a value of no less than $10-million (U.S.) ($13,674,278 based on the Bank of Canada daily exchange rate as of Dec. 24, 2025) based on a deemed issuance price of 20 cents per Birchtree share. In the event the trading price of the Birchtree shares on the CSE is less than 20 cents at the time of closing of the contemplated transaction, the parties may revise the number of consideration shares issuable in connection with the transaction. The transaction is an arm's-length transaction and there are no finders' fees or broker fees payable. Closing of the transaction is subject to a number of customary conditions, including, without limitation, (i) execution of a definitive agreement in respect of the transaction, (ii) satisfactory due diligence by each of the parties, (iii) receipt of all required third party, regulatory, stock exchange, board and shareholder approvals for the transaction, including the approval of the CSE, and (iv) Birchtree having a net working capital position of not less than $200,000. In connection with closing of the transaction, it is also anticipated that Digital Motion will be granted the right to nominate two directors to the board of directors of Birchtree. Concurrently with the execution of, and pursuant to, the term sheet, Birchtree agreed to advance of refundable deposit of $100,000 (U.S.) to Digital Motion. In the event the definitive agreement has not been executed on or before Feb. 27, 2026, unless otherwise extended by the parties, the deposit will be refunded by Digital Motion to Birchtree. Based on the consideration shares being issued at 20 cents per share and the Bank of Canada daily exchange rate as of Dec. 24, 2025, subsequent to the proposed transaction, the shareholders of Digital Motion will hold approximately 32.8 per cent of the total issued and outstanding Birchtree shares and existing shareholders of Birchtree will hold approximately 67.2 per cent of the total issued and outstanding Birchtree shares. The transaction is not expected to result in a change of control of Birchtree since the current shareholders of Birchtree will continue to represent more than 50 per cent of the issued and outstanding common shares of Birchtree and the directors which may be nominated by Digital Motion will not represent a majority of the directors on the board of directors of Birchtree. Birchtree will issue a subsequent news release, with additional disclosure regarding Digital Motion, as the transaction progresses, including once a definitive agreement is signed. About Birchtree Investments Ltd. Birchtree is an investment company with the long-term goal of divesting its investment assets at a profit. We seek Safe Harbor.