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VANCOUVER, Canada, May 01, 2026 (GLOBE NEWSWIRE) — Spirit Blockchain Capital Inc. (CSE: SPIR / OTCQB: SBLCF) (“Spirit” or the “Company”) announces that it has filed its audited financial statements and related management’s discussion and analysis (“MD&A”) for the fiscal year ended December 31, 2025.
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The audited financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and were audited by SRCO, Chartered Professional Accountants. As part of the audit, the independent auditor’s report includes an emphasis of matter regarding material uncertainties related to the Company’s ability to continue as a going concern.
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The filings were made in accordance with the continuous disclosure requirements of the Canadian Securities Exchange (“CSE”) and applicable securities legislation. Spirit remains current with all regulatory filings.
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Copies of the 2025 audited financial statements and MD&A are available under the Company’s profile on www.sedarplus.ca and on the Company’s website at www.spiritblockchain.com.
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Private Placement
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The Company is also pleased to announce that it has commenced a private placement offering of units (the “Units”) for aggregate gross proceeds of up to $250,000 (the “Offering”), with participation expected from both existing shareholders and new strategic investors. The first tranche of the Offering is expected to close in the coming week for aggregate gross proceeds of approximately $200,000.
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The Offering is being completed at a price of $0.014 per Unit. Each Unit shall consist of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant shall be exercisable for one Common Share at a price of $0.05 per Common Share for a period of 3 years from the date of issuance. If the volume weighted average price of the Common Shares on the CSE reaches or exceeds $0.075 for 10 consecutive trading days, the expiry date of the Warrants may be accelerated at the option of the Company upon 30 days’ notice to the holders thereof. All securities issued under the Offering will be subject to a hold period of four months and one day from the closing date.
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An insider of the Company is participating in the Offering and the participation of such insider is considered a related party transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(b) and 5.7(1)(a) of MI 61-101 as the Company is not listed on the specified markets set out in MI 61-101 and the fair market value of the consideration from related parties participating in the Offering is not greater than 25% of the market capitalization of the Company.
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The proceeds of the Offering will be used to support ongoing operations, advance key initiatives, and strengthen the Company’s position as it continues to execute on its broader strategy.
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Raymond O’Neill, Interim Chief Executive Officer, Interim Chief Financial Officer, and Corporate Secretary of the Company, commented:
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“We are pleased to be advancing the submission of our audited financial statements for 2025, which reflects our continued focus on transparency and operational discipline. In parallel, the Company has received strong support from investors and has begun securing capital to support its strategic initiatives. We look forward to providing further details in due course, in accordance with our disclosure obligations.”
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