Castlebar Capital arranges RTO with Blockgration as QT

Mr. Robert Meister reports CASTLEBAR CAPITAL CORP. ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH BLOCKGRATION HOLDINGS INC. Castlebar Capital Corp. has entered into a letter of intent dated Dec. 18, 2025, and effective on March 16, 2026, with Blockgration Holdings Inc., which outlines the general terms and conditions pursuant to which the parties would be willing to complete a transaction that will result in a reverse takeover of Castlebar by the shareholders of Blockgration. Pursuant to the LOI, Castlebar will acquire all of the outstanding securities of Blockgration, which bridges traditional payments with regulated digital finance. Through its global payment infrastructure and fintech (financial technology) partner network, it enables seamless customer payments across geographies through on-line, in-person, international and card channels. The proposed transaction is not a non-arm's-length qualifying transaction pursuant to Policy 2.4 of the TSX Venture Exchange. The transaction is intended to be Castlebar's qualifying transaction for purposes of the exchange's capital pool company program. About Blockgration Holdings Inc. Blockgration provides financial technology infrastructure that enables organizations to design, launch and operate modern payment and digital finance solutions. Through its payment orchestration platform, global payment infrastructure, and network of banking and fintech partners, Blockgration simplifies the deployment of scalable financial platforms across multiple markets. Blockgration platforms integrate multiple payment methods and financial services through a unified technology layer, supporting on-line, in-person, card-based and cross-border payment capabilities. Its API-driven (application programming interface) architecture enables businesses to support multicurrency payments, global payouts and digital wallet functionality. Blockgration's strength lies in combining established Web2 financial infrastructure with emerging Web3 technologies, including blockchain-enabled systems and AI-driven solutions that enhance transparency, automation, and operational efficiency, security and compliance across digital financial ecosystems. Proposed management and board of the resulting issuer Upon completion of the transaction, the resulting issuer's management and board will be reconstituted. The board will consist of up to five directors, of which two will be nominees of Castlebar and up to three will be nominees of Blockgration. Terms of the LOI Pursuant to the LOI, Blockgration shareholders will exchange all their Blockgration shares for newly issued common shares of Castlebar. The consideration to Blockgration shareholders is expected to comprise 20 million new Castlebar shares assuming a price of 20 cents per share and implying an equity value for Blockgration of $40-million. It is currently anticipated that the transaction will be effected by way of a three-cornered amalgamation, share exchange, merger, amalgamation, arrangement or other similar form of transaction as is acceptable to the parties and approved by the exchange and applicable regulatory authorities and will be detailed in the definitive agreement. In connection with the transaction, Blockgration may pay advisory fees to arm's-length parties to Castlebar and Blockgration. Share consolidation and share issuance Prior to the closing, Castlebar intends to complete a consolidation of its outstanding Castlebar shares on the basis of five preconsolidation Castlebar shares for every one postconsolidation Castlebar share and Blockgration intends to complete a consolidation of its outstanding Blockgration shares on the basis of 10.671 preconsolidation Blockgration shares for every one postconsolidation Blockgration share. Concurrent financing Prior to closing, Blockgration must complete a private placement financing in the minimum amount of $5-million (the concurrent financing), which is expected to be by way of subscription receipts in Blockgration on the basis of $2 for each Blockgration subscription receipt. Each subscription receipt will automatically convert into one Castlebar share and one-half of one common share purchase warrant. The Castlebar shares and warrants issued upon conversion of the subscription receipts will then be immediately exchanged for one common share of the entity established as a result of the completion of the qualifying transaction and one-half of one resulting issuer common share warrant. Each whole resulting issuer warrant is exercisable to acquire one resulting issuer share at a price of $3 for a period of two years. Blockgration may pay customary broker and finders' fees and expenses in connection with the concurrent financing, in accordance with TSX-V Policy 2.4. Net proceeds of the concurrent financing are expected to be used for regulatory expansion and licensing, scaling of technology and platform infrastructure, marketing and partner onboarding initiatives (including cross-border corridor development), general working capital, and transaction expenses. Completion of the transaction is subject to a number of conditions, including, but not limited to, satisfactory completion of due diligence by Castlebar, execution of a definitive agreement, the completion of the concurrent financing, the approval by the shareholders of the parties (if required), receipt of all requisite regulatory, stock exchange, court or governmental authorizations and consents, including exchange and exchange acceptance. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. Trading halt Castlebar has requested its common shares to be halted by the exchange pending review of the materials for the transaction. Trading in the common shares of Castlebar is expected to remain halted until the closing or termination of the transaction. Upon completion of the qualifying transaction, it is expected that the resulting issuer will be a Tier 2 issuer on the exchange. Sponsorship Sponsorship of a qualifying transaction of a capital pool company is required by the exchange unless exempt in accordance with the policiesof the exchange. Castlebar is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the exchange; however, there is no assurance that Castlebar will ultimately obtain this exemption. Castlebar intends to include any additional information regarding sponsorship in a subsequent press release. Further information Upon consummation of the definitive agreement, a comprehensive news release will be issued setting out the terms of the proposed transaction, the additional terms of the concurrent financing in connection with the transaction and other material information as it becomes available. About Castlebar Capital Corp. Castlebar is a capital pool company in accordance with TSX-V Policy 2.4 and its principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction. We seek Safe Harbor.