Blockchain Venture forms JV with Shin Nieh Group

Executive Summary

• Blockchain Venture Capital Inc. (BVCI) has entered into a joint venture framework agreement with Shin Nieh Group to explore the formation of a potential joint venture entity registered in the British Virgin Islands.
• The proposed joint venture aims to focus on global compliant real-world asset (RWA) initiatives in mining and mineral sectors, TradeFi infrastructure, cross-border payment solutions (DePay), and digital financial services, leveraging BVCI’s proprietary blockchain infrastructure.
• Concurrently, BVCI’s board approved the issuance of 2 million stock options to directors and staff as part of an equity incentive update, replacing previously expired options.

Key Details

• Joint Venture Framework:
  • Parties: Blockchain Venture Capital Inc. and Shin Nieh Group (a Cayman Islands-registered global investment firm headquartered in New York).
  • Structure: Evaluation of a jointly owned entity registered in the British Virgin Islands.
  • Ownership: Contemplated ownership structure of approximately 49% to 51%.
  • Focus Areas: Global compliant real-world asset (RWA) initiatives in mining and mineral sectors, TradeFi infrastructure, cross-border payment solutions (DePay), and related digital financial services.
  • Technology Leverage: Utilization of BVCI’s proprietary BVCChain, BVCPay, stablecoin infrastructure, OTC digital asset trading capabilities, and selected trading strategies.
  • Conditions: Subject to mutual due diligence, definitive documentation, regulatory registrations, and required approvals in relevant jurisdictions. No assurance that a definitive agreement or joint venture will be completed.
  • Operations: Existing business operations in Canada and the United States remain unchanged.
• Equity Incentive Update:
  • Approval: Board of directors approved updated board and staff incentive stock options to replace certain previously expired incentive options.
  • Quantity: Aggregate of 2,000,000 common share purchase options.
  • Recipients: Certain directors and staff.
  • Exercise Price: 20 cents per share (based on the closing price of common shares on Jan. 28, 2026).
  • Term: Two-year term.
  • Vesting Schedule: Time-based schedule with 50% vesting after 12 months and 100% vesting after 24 months.
  • Impact: Board determined issuance will not materially affect control of the company; forms part of long-term equity incentive and retention strategy.
  • Conditions: Subject to applicable regulatory and exchange approvals, if required.

Notable Quotes

• "The proposed joint venture would focus on global compliant real-world asset (RWA) initiatives in mining and mineral sectors, TradeFi infrastructure, cross-border payment solutions (DePay), and related digital financial services."
• "The board has determined that the issuance of the options will not materially affect control of the company and forms part of the company's long-term equity incentive and retention strategy."