Skycap Announces Shareholder Approval of STRYK Business Combination, Results of Special Meeting and Proposed Debt Settlements

Toronto, Ontario--(Newsfile Corp. - November 4, 2026) - Skycap Investment Holdings Inc. (CSE: SKY) ("Skycap" or the "Company") is pleased to announce that, at the special meeting of shareholders held on November 3, 2026 (the "Meeting"), its shareholders approved the previously announced business combination with STRYK Brands Inc. ("STRYK"), which Skycap announced on July 9, 2026. All other resolutions presented at the Meeting were also approved. Skycap also announces proposed share issuances to settle accrued director fees, early termination payments and outstanding legal fees.

The proposed business combination (the "Transaction") will be completed by way of a three-cornered amalgamation involving STRYK and a wholly-owned subsidiary of Skycap. Upon completion, Skycap will acquire all of the issued and outstanding shares of STRYK, resulting in a reverse takeover of Skycap by STRYK. The Transaction constitutes a Fundamental Change under the policies of the Canadian Securities Exchange (the "CSE").

Voting Results

The table below summarizes the voting results for each resolution presented at the Meeting. A total of 79,512,429 common shares were represented at the Meeting, representing 45.475% of the Company's 174,849,165 issued and outstanding common shares.

Further details regarding the Transaction and the resolutions approved at the Meeting are set out in the Company's management information circular, available under Skycap's profile on SEDAR+ at www.sedarplus.ca.

Proposed Debt Settlements and Early Termination Payments

Skycap proposes to issue an aggregate of 55,198 post-consolidation common shares to four directors at a deemed price of $5.64 per share to settle $311,333 in accrued and unpaid director fees (collectively, the "Directors' Fees Settlement"). Skycap expects to enter into debt conversion agreements with the participating directors.

The Transaction constitutes a change of control under the professional services agreements dated April 17, 2025 between Skycap and each of Navy Street Consulting Ltd. ("Navy") and 2761819 Ontario Inc. ("276"). Skycap proposes to settle the resulting early termination payments, of $1,060,000 in the aggregate (collectively, the "Change of Control Settlement") by issuing 102,836 post-consolidation common shares to Navy in respect of $580,000 and 85,106 post-consolidation common shares to 276 in respect of $480,000, in each case at a deemed price of $5.64 per share.

Skycap also proposes to issue 22,163 post-consolidation common shares to its legal counsel, at a deemed price of $5.64 per share to settle $125,000 in outstanding legal fees pursuant to a debt conversion agreement to be entered into between Skycap and its legal counsel.

The proposed share issuances remain subject to approval of the CSE and are expected to occur following completion of the share consolidation. All dollar amounts in this section are in Canadian dollars.

Related Party Transactions

The proposed Directors' Fees Settlement and Change of Control Settlement constitute "related party transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Skycap intends to rely on the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101 because Skycap is not a CSE senior tier issuer and none of its securities are listed or quoted on a market specified in that section. Skycap also intends to rely on the exemption from the minority shareholder approval requirement in section 5.7(1)(a) of MI 61-101 because, at the time each of the Directors' Fee Settlement and Change of Control Settlement were agreed to, neither the fair market value of the subject matter for the settlements nor the fair market value of the consideration of the settlements, in each case to the extent involving interested parties and calculated on an aggregate basis, exceeded 25% of Skycap's market capitalization as determined in accordance with MI 61-101.

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:

Keshav Kochhar, Executive Chairman
Skycap Investment Holdings Inc.
[email protected]
289-307-0117

STRYK at:

Max Krangle
General Counsel
STRYK Brands Inc
[email protected]

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities under the concurrent financings of STRYK 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". Forward-looking information also includes the proposed settlements and related share issuances, their timing, entry into the debt conversion agreements and receipt of CSE approval. This information assumes completion of the share consolidation and receipt of the requisite CSE approval. The issuances may be delayed or may not occur if these conditions are not met.

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 Transaction; failure to obtain all regulatory approvals, including CSE approval, for the Transaction; failure to complete the name change; failure to complete the concurrent financings of STRYK; the anticipated costs to complete the 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 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/322491