Surge Digital Inc. Announces Completion of Name Change and Share Consolidation

Vancouver, British Columbia--(Newsfile Corp. - August 26, 2026) - Surge Digital Inc. (TSXV: SRGE) (OTCQB: BBKCD) (WKN: A2PS9W) ("Surge" or the "Company"), a leading innovator and owner of Netcoins, Blockchain Intelligence Group, and TerraZero, has finalized its corporate rebranding and share capital consolidation, as described in its news release of August 21, 2026.

Effective August 26, 2026, the Company changed its name to "Surge Digital Inc." (the "Name Change") and consolidated its issued and outstanding common shares on the basis of seven (7) pre-consolidation common shares for one (1) post-consolidation common share (the "Consolidation"). The Company's common shares commenced trading on the TSX Venture Exchange (the "TSXV") under the new trading symbol "SRGE" on a post-consolidation basis at the opening of trading on the Effective Date.

On the OTCQB Market, the Company's common shares will trade under the symbol "BBKCD" for a period of approximately 20 business days following the Effective Date, after which a new symbol will be issued. The appended letter "D" is a temporary designation applied to denote the share consolidation and does not represent a change to the Company's OTCQB symbol.

The Company received final acceptance from the TSXV on August 24, 2026 for the Name Change and the Consolidation, each of which was approved by the Company's board of directors pursuant to the Company's Articles and the Business Corporations Act (British Columbia), and did not require the approval of the Company's shareholders.

The Consolidation was completed on a seven-for-one basis (7:1). Details of the consolidated share capital are as follows:

• Pre-Consolidation Shares Outstanding: 355,780,820
• Post-Consolidation Shares Outstanding: 50,825,782
• New CUSIP Number: 86890A109
• New ISIN Number: CA86890A1093

No fractional common shares were issued in connection with the Consolidation. Where the Consolidation would otherwise have resulted in a fractional common share, the number of post-consolidation common shares received was rounded down to the nearest whole number if the fractional interest was less than one-half of a common share, and rounded up to the nearest whole number if the fractional interest was one-half of a common share or greater. No cash consideration was paid in respect of any fractional interest.

The exercise prices and the number of common shares issuable under the Company's outstanding warrants and stock options have been adjusted proportionately in accordance with their respective terms to reflect the Consolidation.

Information for Shareholders:

• Registered holders of share certificates: Have been sent a letter of transmittal by the Company's transfer agent, Computershare Trust Company of Canada, with instructions for surrendering their pre-consolidation certificate(s) in exchange for post-consolidation common shares. Such holders should not destroy any certificates and should follow the instructions in the letter of transmittal.
• Registered holders in book-entry (DRS) form: No action is required; an updated DRS advice reflecting post-consolidation holdings will be issued automatically by Computershare Trust Company of Canada.
• Beneficial Shareholders: No action is required; holdings will be adjusted automatically through intermediaries.

The Name Change and Consolidation are intended to better reflect the Company's business focus and strategic direction.

On Behalf of the Board

Fraser Matthews
Director and Chief Executive Officer
[email protected]
778.819.3890

About Surge Digital Inc.

Surge Digital Inc. (TSXV: SRGE) (OTCQB: BBKCD) (WKN: A2PS9W) owns, operates, and invests in crypto businesses that support a compliant and safe digital asset ecosystem. Its portfolio includes:

• Netcoins – A regulated Canadian and American crypto trading platform.
• Blockchain Intelligence Group – Blockchain analytics and forensics solutions.
• TerraZero Technologies – Immersive Media, Metaverse and Web3 development.

Surge believes the future of crypto is secure, compliant, and trusted.
Learn more at www.surgedigital.com.

Netcoins is a crypto trading platform providing secure, regulated access to a growing range of digital assets. With a commitment to transparency and compliance, Netcoins serves both retail and institutional investors, offering a trusted way to buy, sell, stake and custody crypto in Canada. Learn more at www.netcoins.com.

Blockchain Intelligence Group provides digital asset forensics and blockchain analytics solutions supporting AML, investigations, and risk management for cryptocurrency activity. For more information, please visit www.blockchaingroup.io.

TerraZero is an immersive media and Web3 development company focused on creating next-generation virtual experiences for brands. Through its Intraverse platform, TerraZero offers immersive experience creation, advertising, data analytics, and digital events. For more information, please visit https://terrazero.com or contact [email protected].

For more information and to register for Surge's mailing list, please visit our website at www.surgedigital.com. Or visit SEDAR+ at www.sedarplus.ca.

Future operating results could also be materially affected by the price of cryptocurrency and the demand (or lack thereof) for cryptocurrency. In addition, Surge's past financial performance may not be a reliable indicator of future performance.

Forward-Looking Statements

Certain statements in this release are forward-looking statements or information, which include the expected opportunities, outcomes, potential and benefits of the Company's products and services, and the expected benefits and outcomes. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forward-looking wording such as "may", "will", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, the ability to manage operating expenses, which may adversely affect the Company's financial condition, the ability to remain competitive as other better financed competitors develop and release competitive products, volatility in the trading price of the common shares of the Company, the demand and pricing of cryptocurrency, the Company's ability to successfully define, design and release new products in a timely manner that meet customers' needs; the ability to attract, retain and motivate qualified personnel; competition in the industry; Netcoins' continued compliance with the terms and conditions of the exemptive relief decision and the undertaking, including satisfaction of any remaining milestones or ongoing obligations contemplated therein; CIRO's continued review of Netcoins' membership application and whether, when and on what terms CIRO may approve Netcoins' membership; Netcoins' ability to continue operating under its Restricted Dealer registration until CIRO membership approval; and other factors, many of which are beyond the control of Surge. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. Undue reliance should not be placed on the forward-looking information because Surge can give no assurance that it will prove to be correct. The securities of Surge are considered highly speculative due to the nature of Surge's business. For further information concerning these and other risks and uncertainties, refer to the Company's website and filings on www.sedarplus.ca. In addition, Surge's past performance may not be a reliable indicator of future performance.

Important factors that could cause actual results to differ materially from Surge's expectations include consumer sentiment towards Surge's products and Cryptocurrency, Blockchain and Metaverse technology generally, technology failures, the lack of demand for the company's products and services, fluctuations in the price of cryptocurrency, the ability to successfully define, design, and release new products in a timely manner that meet customers' needs; the ability to attract, retain, and motivate qualified personnel; competition in the industry; the ability to obtain and/or maintain licences, permits and approvals that are necessary to operate the business; the impact of technology changes on the products and industry; failure to develop new and innovative products; the ability to successfully maintain and enforce our intellectual property rights and defend third-party claims of infringement of their intellectual property rights; the impact of intellectual property litigation that could materially and adversely affect the business; the ability to manage working capital; increase in costs and expenses; the dependence on key personnel; competition; the demand and pricing of cryptocurrencies and NFTs (including digital assets); litigation; security threats, including a loss/theft of NFTs, cryptocurrencies, and other assets; and failure of counterparties to perform their contractual obligations.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, Surge disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Surge undertakes no obligation to comment on the expectations of or statements made by third parties in respect of the matters discussed above.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/311607