Skycap signs business combination agreement with STRYK Brands

Toronto, Ontario--(Newsfile Corp. - July 9, 2026) - Skycap Investment Holdings Inc. (CSE: SKY) (" Skycap " or the " Company ") is pleased to announce that it has entered into a definitive business combination agreement (the " Business Combination Agreement ") with STRYK Brands Inc. (" STRYK "), dated July 8, 2026, pursuant to which the parties have agreed to complete a business combination involving a " three-cornered " amalgamation of STRYK with a wholly-owned subsidiary of Skycap, incorporated solely for the purposes of the transaction (" Subco ") that will have the effect of Skycap acquiring all of the issued and outstanding common shares (the " STRYK Shares ") and other securities of STRYK in exchange for securities of Skycap, and resulting in the reverse takeover of Skycap by STRYK (the " Proposed Transaction "). A copy of the Business Combination Agreement will be made available on Skycap's SEDAR+ profile at www.sedarplus.ca . STRYK is a company creating a portfolio of flavoured Nixodine™ pouches for adults 21+.

Upon closing of the Proposed Transaction (" Closing "), Skycap will adopt the business of STRYK and change its name to " STRYK Brands Inc. " or such other name as determined by STRYK. The Proposed Transaction will constitute a "Fundamental Change" of the Company as defined by the Canadian Securities Exchange (the " CSE "). It is a condition to Closing that the resulting issuer (the " Resulting Issuer ") obtain conditional approval to list its common shares (the " Resulting Issuer Shares ") on the CSE.

In connection therewith, Skycap expects to file a Form 2A Listing Statement (the " Listing Statement ") with the CSE, in accordance with the policies of the CSE. THE PROPOSED TRANSACTION In accordance with the terms of the Business Combination Agreement, the Proposed Transaction will be structured as a " three-cornered amalgamation " pursuant to the provisions of the Business Corporations Act (Ontario) involving Skycap, Subco and STRYK. In connection with Closing, it is expected that, among other things: Skycap will consolidate its issued and outstanding common shares (the " Consolidation ") on the basis of one (1) post-Consolidation common share (each, an " Skycap Share ") for approximately every 103 pre-Consolidation Skycap Shares, or such other consolidation ratio as agreed to between Skycap and STRYK to preserve the respective valuation of the parties.

Shareholders who would otherwise hold less than one whole post-Consolidation common share as a result of the Consolidation will receive one whole post-Consolidation common share, thereby preserving their shareholder interest. All other fractional share entitlements arising from the Consolidation will be rounded down to the nearest whole common share; STRYK intends to complete one or more equity financings (collectively, the " STRYK Financings ") for aggregate gross proceeds of not less than USD$2,000,000 comprised of a combination of a non-brokered private placement of STRYK Shares and a concurrent financing of subscription receipts (or other securities) to be completed in connection with the Proposed Transaction and priced in accordance with the policies of the CSE; The Proposed Transaction values STRYK at a deemed value of approximately $77,000,000 (inclusive of the finder's fee described below), resulting in the issuance of approximately 13,700,000 post-Consolidation Shares (the " Issuable Shares ") to the shareholders of STRYK (each, a " STRYK Shareholder "), assuming an offering price under the STRYK Financings of C$5.1624 (approximately US$3.7712), or $5.64 (approximately US$4.12) per Skycap Share on a post Amalgamation (as defined below) basis (the " Post-Amalgamation Per Share Price "), and excluding the issuance of Skycap Shares in exchange for STRYK Shares issued pursuant to the STRYK Financings; The Proposed Transaction values Skycap at a deemed value of $11,538,462, based on a deemed issuance price per post-Consolidation Skycap Share equal to the offering price of the STRYK Financings (assumed at C$5.64 (US$4.12)); STRYK and Subco will be amalgamated under the Business Corporations Act (Ontario) (the " Amalgamation ") and the resulting amalgamated entity (" Amalco ") will become a wholly-owned subsidiary of Skycap; each STRYK Shareholder will receive, for each STRYK Share held immediately prior to Closing, a number of post-Consolidation Skycap Shares equal to the exchange ratio provided for in the Business Combination Agreement, being STRYK's per-share value (the STRYK valuation divided by STRYK's fully-diluted share count) divided by the Post-Amalgamation Per Share Price of the STRYK Financings (the " Exchange Ratio "), estimated at approximately 0.9153 based on an assumed STRYK per-share value of $5.1624 and Post-Amalgamation Per Share Price of $5.64, and all of the holders of convertible securities in STRYK will receive post-Consolidation Skycap Shares, calculated in accordance with the Exchange Ratio, in lieu of STRYK Shares that such holder is entitled to receive upon conversion of such STRYK convertible security; in addition to any escrow or resale restrictions imposed under applicable securities laws or the policies of the CSE, certain securities issued in connection with the Proposed Transaction to former STRYK securityholders will be subject to voluntary lock-up agreements, providing for staged releases over periods of up to 12 months following Closing (or earlier in certain circumstances); the Resulting Issuer will be renamed to " STRYK Brands Inc. ", or such other name as agreed by Skycap and STRYK (the " Name Change "). Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, completion of the Consolidation, completion of the STRYK Financings, applicable shareholder approvals and regulatory approvals, including approval of the CSE.

There can be no assurance that the proposed transactions described in this news release will be completed as proposed, or at all. The Business Combination Agreement contains customary deal protection provisions, including a mutual break fee in the amount of $250,000 payable if the Proposed Transaction is terminated by either party under certain specific circumstances. In connection with the Proposed Transaction, a finder's fee of $2,307,692 is payable to an arm's length finder, to be satisfied through the issuance of STRYK Shares immediately prior to Closing (or as otherwise agreed by the parties) at a deemed price equal to the offering price of the STRYK Financings, subject to applicable securities laws and the policies of the CSE, which shares will be exchanged for Skycap Shares as part of the Issuable Shares.

Further details of the Proposed Transaction, the Company and STRYK will be included in the Listing Statement, the Skycap Circular (defined below) and in subsequent news releases and other public filings. SKYCAP MEETING In connection with the Proposed Transaction, Skycap will hold a special meeting of its shareholders (the " Skycap Shareholder Meeting "), and shall prepare a circular in connection therewith (the " Skycap Circular ") to approve, among other things, the Proposed Transaction the appointment of the directors to be appointed to the board of the Resulting Issuer upon Closing, the Consolidation and the Name Change, as applicable. The Skycap Circular will contain further information with respect to the matters that will be put before the Skycap shareholders at the Skycap Shareholder Meeting and will be made available under Skycap's SEDAR+ profile at www.sedarplus.ca .

PROPOSED MANAGEMENT OF THE RESULTING ISSUER : Upon completion of the Proposed Transaction, it is anticipated that the board of directors and executive team of the Resulting Issuer will be comprised of a minimum of five directors, led by its founders Max Krangle (Chief Executive Officer and Director), James "Jay" Wilgar (President and Director) and Bryan Jones (Chief Corporate Officer and Director), together with Marchant Kuys, Steve Smith and any other nominees to be determined by STRYK. Further information regarding these individuals, including their biographies, will be included in the Skycap Circular and the Listing Statement. LISTING STATEMENT, CIRCULAR AND CAUTION Investors are cautioned that, except as will be disclosed in the Skycap Circular and as will be disclosed in the Listing Statement, any information released or received with respect to the Proposed Transaction or the Skycap Shareholder Meeting may not be accurate or complete and should not be relied upon.

TRADING IN COMPANY SHARES Trading in the common shares of the Company is currently halted and will remain halted until such time as all required documentation in connection with the Transaction has been filed with and accepted by the CSE and permission to resume trading has been obtained from the CSE. ABOUT SKYCAP INVESTMENT HOLDINGS INC. Skycap Investment Holdings Inc. is a Canadian-based investment issuer focused on identifying and investing in high-growth sectors. Leveraging its financial resources and market expertise, Skycap aims to deliver sustainable value to its stakeholders through strategic and diversified investments.

Additional information can be found in the Company's filing statement dated March 27, 2025, available under the Company's profile on SEDAR+ at www.sedarplus.ca . ABOUT STRYK INC. STRYK is creating a portfolio of Nixodine™ pouches for adults 21+. More information is available at www.strykbrands.com .

For further information, please contact: Skycap at: Investor Relations Skycap Investment Holdings Inc. ir@li-metal.com STRYK at: Max Krangle Chief Executive Officer STRYK Brands Inc mkrangle@strykbrands.com This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities under the STRYK Financings in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act ") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Forward-Looking Information and Statements This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation.

Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the failure to satisfy all conditions precedent to the Proposed Transaction; failure to achieve satisfaction or waiver of all conditions to the Business Combination Transaction; failure to obtain all regulatory approvals, including CSE approval, for the Proposed Transaction; failure to receive necessary Skycap Shareholder approval for the Proposed Transaction; failure to complete the Name Change; failure to complete the STRYK Financings; the anticipated costs to complete the Proposed Transaction may exceed current expectations; STRYK (and therefore, the Resulting Issuer) may be unable to successfully execute its business strategy such that future growth, results of operations, performance and business prospects and opportunities of STRYK (and therefore, the Resulting Issuer) may not be as currently anticipated; and new laws or regulations could adversely affect the Resulting Issuer's business and results of operations. There are numerous other factors, many of which are out of STRYK's and Skycap's control, that could cause STRYK's and Skycap's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others, currency fluctuations; limited business history of the parties; disruptions or changes in the credit or security markets or the economy generally; results of operation activities and development of projects; unanticipated costs and expenses; and general market and industry conditions.

These factors and fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance. The parties undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of their securities or their respective financial or operating results (as applicable). Skycap and STRYK caution that the foregoing list of material factors is not exhaustive.

When relying on these forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The parties have assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of factors is not exhaustive and subject to change.

There can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking statements contained in this press release represent Skycap's and STRYK's expectations as of the date of this press release and are subject to change after such date. Skycap and STRYK have no intention, and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

There can be no assurance that the Proposed Transaction will be completed as proposed or at all. To view the source version of this press release, please visit https://www.newsfilecorp.com/release/304582 Newsfile Corp. July 9, 2026 - 6:58 AM PDT News by QuoteMedia www.quotemedia.com