Blockchain Venture Capital Inc. Signs Definitive Agreement to Acquire the Coin Shack; Updates Terms of Previously Announced Private Placement

Executive Summary

• Blockchain Venture Capital Inc. (BVCI) has entered into a definitive asset purchase agreement to acquire substantially all operating assets of The Coin Shack for C$400,000, subject to due diligence and closing conditions by September 1, 2025.
• BVCI updated its non-brokered private placement terms, intending to raise up to C$1,000,000 by issuing Units at C$0.30 per Unit, with proceeds designated for the Coin Shack acquisition, stablecoin/RWA tokenization expansion, and working capital.
• Each Unit in the private placement consists of one common share and one warrant exercisable at C$0.35 per share for 24 months, subject to a statutory hold period.

Key Details

• Asset Purchase Agreement:
  • Target: 2687375 Ontario Inc., doing business as The Coin Shack (privately held Ontario-based digital asset trading firm).
  • Purchase Price: Total of C$400,000.
  • Payment Structure: C$10,000 non-refundable deposit (already paid) and a balance of C$390,000 payable at closing.
  • Acquired Assets: Trademarks, trade name, branding, website, client list, intellectual property, tangible assets (computers, equipment, furniture), goodwill, and assignable customer/vendor agreements (including commercial lease).
  • Closing Conditions: Satisfactory due diligence by August 11, 2025; landlord consent for lease assignment/extension; no material adverse changes; execution of transfer documents.
  • Expected Closing Date: On or before September 1, 2025.
• Private Placement Update:
  • Total Raise: Up to C$1,000,000.
  • Price per Unit: C$0.30.
  • Unit Composition: One (1) common share and one (1) common share purchase warrant.
  • Warrant Terms: Exercisable at C$0.35 per share for a period of 24 months from issuance.
  • Use of Proceeds: Acquisition and integration of The Coin Shack; ecosystem development and expansion of stablecoin and RWA tokenization initiatives; general working capital.
  • Regulatory Conditions: Subject to customary closing conditions and a statutory hold period of four months and one day.

Notable Quotes

• No direct quotes from the CEO/President were included in the provided text.