Blockchain Venture, World Digital enter LOI

Mr. Richard Zhou reports BLOCKCHAIN VENTURE CAPITAL INC. ANNOUNCES LETTER OF INTENT FOR PROPOSED REVERSE TAKEOVER TRANSACTION WITH WORLD DIGITAL GOLD GROUP LTD. Blockchain Venture Capital Inc. has entered into a non-binding letter of intent dated March 16, 2026, with World Digital Gold Group Ltd. in respect of a proposed business combination that is expected to constitute a reverse takeover transaction pursuant to the policies of the Canadian Securities Exchange. Proposed transaction Pursuant to the LOI, the company and WDGG intend to complete a business combination whereby BVCI will acquire the gold-based CBDC GLD digital asset business of WDGG through a share exchange, amalgamation, arrangement or similar transaction structure to be determined by the parties. Upon completion of the proposed transaction, the resulting public issuer is expected to carry on its current businesses as well as the business of developing and commercializing the gold-based CBDC GLD digital asset token from the WDDG ecosystem. The resulting issuer is expected to seek approval to change its name to CBDC GLD, subject to regulatory and shareholder approvals. Arm's-length transaction The company and WDGG are arm's-length parties, and no insiders, promoters or control persons of the company have any ownership interest in WDGG. Description of WDGG business and assets WDGG is a digital asset development company focused on the tokenization of gold-related assets and the development of blockchain-based financial infrastructure supporting the CBDC GLD and other token ecosystems. WDGG's assets include: Intellectual property related to the CBDC GLD and other tokenization platforms; Blockchain software and technology associated with gold-linked digital asset issuance; Contractual rights and development initiatives relating to the commercialization of gold-backed digital assets and tokenized financial infrastructure. 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. Consideration The LOI contemplates that the shareholders of WDGG will receive common shares of BVCI as consideration for the acquisition of the CBDC GLD business. The final valuation, exchange ratio and total consideration will be determined in the definitive agreement following completion of financial, legal and technical due diligence. Additional details regarding the proposed transaction will be disclosed once the parties execute a definitive agreement. Financing In connection with the proposed transaction, the company may complete a financing to support the business plan of the resulting issuer. The structure, size and terms of any such financing have not yet been determined and will be disclosed in a subsequent news release if and when finalized. WDGG financial information WDGG is an early-stage company and limited historical financial information is currently available. Additional financial information regarding WDGG is expected to be disclosed in connection with the execution of the definitive agreement and the preparation of the required Canadian Securities Exchange listing statement or disclosure document. Conditions to completion Completion of the proposed transaction is subject to a number of conditions, including, but not limited to: Completion of satisfactory financial, legal and technical due diligence; Negotiation and execution of a definitive agreement; Receipt of all required regulatory approvals, including approval of the Canadian Securities Exchange; Shareholder approval of the company, if required; Completion of any required financing; Satisfaction of all other conditions customary for transactions of this nature. There can be no assurance that the proposed transaction will be completed as proposed or at all. Trading of shares Trading in the common shares of the company is not expected to be halted in connection with the announcement of the LOI. In accordance with CSE policies, trading may be subject to a short-term dissemination halt if the news release is issued during market hours. About Blockchain Venture Capital Inc. Blockchain Venture is an Ontario-incorporated company registered as a money service business with FinTRAC. The company provides blockchain-based financial infrastructure, including: BVC Chain, a proprietary blockchain and distributed-ledger platform; BVCPay, a mobile wallet enabling digital transactions using bitcoin, ethereum and the CADT stablecoin; Trillium coin, a bitcoin OTC trading service. CADT, Blockchain Venture's native digital currency, is intended to be a Canadian-dollar-backed stablecoin designed for payments, settlements, digital-asset issuance and ledger services. Unless and until Blockchain Venture obtains all necessary regulatory approvals or qualifies for applicable exemptions, there can be no assurance that the company will be able to proceed with its CADT-related initiatives. About World Digital Gold Group Ltd. World Digital is developing CBDC GLD, a next-generation, BIS-compliant gold-backed stablecoin for the world's rapidly expanding digital financial system. CBDC GLD is designed to bridge the $12-trillion-plus physical gold market with the efficiency and transparency of blockchain technology. CBDC GLD is being designed specifically for central banks, commercial banks and multinational corporations requiring a stable, transparent and globally accessible digital reserve asset. CBDC GLD will be backed by WDGG's extensive gold reserve portfolio, which includes significant sovereign gold assets. We seek Safe Harbor.