Blockchain Venture Capital Inc. Announces Letter of Intent to Form Strategic Joint Venture for AI-Driven RWA Financial Platform, Proposed Financing, and Strategic Partnership

Toronto, Ontario--(Newsfile Corp. - May 4, 2026) - Blockchain Venture Capital Inc. (CSE: BVCI) ("BVCI" or the "Company") is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with CBDC Reserve Bank ("CBDC Reserve Bank") and PB Nobel Sustainability Capital Group Limited ("PB Nobel") (collectively, the "Parties") to explore the formation of a strategic joint venture focused on the development of a next-generation, AI-driven real world asset ("RWA") financial services platform.

Introduction to CBDC Reserve Bank
CBDC Reserve Bank is a U.S.-based financial technology and digital asset infrastructure company focused on blockchain-enabled financial systems, including digital settlement frameworks, tokenization infrastructure, and cross-border financial solutions. CBDC Reserve Bank is a private entity and is not a central bank or a government-issued currency authority.

Arm's Length Transaction
The Company confirms that the Parties to the LOI are arm's length to BVCI. No insider, officer, or director of the Company has any material interest in the proposed transaction.

Proposed Joint Venture
Under the terms of the LOI, the Parties intend to collaborate in establishing a joint venture entity (the "JV Company") to be incorporated in Hong Kong, which will focus on delivering integrated financial services across the RWA value chain, including asset tokenization, financial data services, trading infrastructure, and digital asset-related solutions.

The proposed JV Company is expected to leverage:

• AI-driven financial analytics and risk management technologies
• Digital asset infrastructure and settlement capabilities
• Global financial data and information services
• Cross-border financial and capital markets expertise

Proposed Financing
In connection with the potential completion of the proposed transaction, the Company is also evaluating a potential financing to support the closing of the transaction and the initial capitalization of the JV Company (the "Financing").

The Financing is expected to be conducted through one or more of the following, subject to market conditions and regulatory considerations:

• Private placement of securities of the Company
• Strategic investment from institutional or qualified investors
• Other permitted financing structures

The completion, size, pricing, and structure of any Financing have not yet been determined, and remain subject to:

• Market conditions
• Negotiation with prospective investors
• Approval by the Company's board of directors
• Compliance with applicable securities laws and stock exchange requirements
• Receipt of any required regulatory approvals

Proceeds of any Financing are expected to be used for transaction costs, initial capitalization of the JV Company, and general working capital purposes. There can be no assurance that any Financing will be completed on the terms contemplated or at all.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Any securities issued in connection with the Financing will be offered in compliance with applicable securities laws and may be subject to statutory hold periods.

Transaction Status
The LOI outlines a preliminary framework for cooperation among the Parties, including potential equity participation and resource contributions. However, the LOI is non-binding, and the completion of the proposed transaction remains subject to, among other things:

• Negotiation and execution of definitive agreements
• Approval by the board of directors of each of the Parties
• Completion of satisfactory due diligence
• Receipt of all necessary regulatory approvals in applicable jurisdictions
• Compliance with all applicable securities laws, digital asset regulations, and financial services regulations

The proposed transaction is not expected to result in a change of control of the Company. As reflected in the underlying agreement, the arrangement is intended as a framework for future cooperation, with definitive terms to be set out in subsequent agreements .

Trading Status
Based on information currently available, The Company does not currently expect that the LOI will result in a halt in trading; however, trading remains subject to the review and discretion of the applicable exchange, and the relevant stock exchange, and may change if the transaction progresses to a definitive agreement or constitutes a fundamental change under applicable policies.

Regulatory Compliance
The proposed business of the JV Company will involve activities related to digital assets, tokenization, and financial technologies. Accordingly, any future operations involving cryptocurrencies, tokenized assets, or related financial services will be conducted only upon obtaining all required regulatory approvals and in full compliance with applicable laws and regulations in each relevant jurisdiction.
There can be no assurance that the Parties will successfully negotiate or enter into definitive agreements, or that the proposed transaction will be completed on the terms currently contemplated or at all.
The digital asset and tokenization sectors are subject to significant regulatory uncertainty and evolving legal frameworks, which may impact the Company's ability to implement its business plans.

About Blockchain Venture Capital Inc.
Blockchain Venture Capital Inc. is an Ontario-incorporated company registered as a Money Services Business (MSB) with FINTRAC.

The Company provides blockchain-based financial infrastructure, including:

• BVC Chain, a proprietary blockchain and distributed-ledger platform
• BVCPay, a mobile wallet enabling digital transactions using Bitcoin, Ethereum and the CADT stablecoin
• Trillium Coin, a Bitcoin OTC trading service

CADT, BVCI's native digital currency, is intended to be a Canadian dollar-backed stablecoin designed for payments, settlements, digital-asset issuance and ledger services.
Unless and until BVCI obtains all necessary regulatory approvals or qualifies for applicable exemptions, there can be no assurance that the Company will be able to proceed with its CADT-related initiatives.

Forward-Looking Information

This news release contains forward-looking information within the meaning of applicable securities laws, including statements regarding the Proposed Transaction, potential financing, regulatory approvals and future operations of the Company. 
Forward-looking information involves risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in such statements.
Readers are cautioned not to place undue reliance on forward-looking information.
The Company undertakes no obligation to update forward-looking information except as required by applicable securities laws.

The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

For further information:
Richard Zhou
Chairman & CEO
Blockchain Venture Capital Inc.
service@bvcadt.com

Not for distribution to U.S. newswire services or dissemination in the United States.

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