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.

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.

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.

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.

Private Placement

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.

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.

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. 

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.

Raymond O’Neill, Interim Chief Executive Officer, Interim Chief Financial Officer, and Corporate Secretary of the Company, commented:

“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.”

Closing of the Offering is subject to customary closing conditions, including the approval of the CSE.

About Spirit Blockchain Capital Inc.

Spirit Blockchain Capital Inc. is a growth-oriented investment company focused on the blockchain technology sector. With a diversified portfolio approach, the Company invests in blockchain infrastructure, cryptocurrencies, mining operations, and emerging blockchain technologies. Spirit aims to create shareholder value through strategic investments in a rapidly expanding digital asset landscape.

Investor Relations Contact:

Raymond O’Neill
Interim Chief Executive Officer
Phone: (604) 757-0331
info@spiritblockchain.com

Visit: www.spiritblockchain.com

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Factors that could materially affect such forward-looking information are described under the heading “Risk Factors” in the Company’s long-form prospectus dated August 8, 2022, that is available on the Company’s profile on SEDAR+ at www.sedarplus.ca. The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents managements’ best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

The Canadian Securities Exchange has not reviewed, approved, or disapproved the content of this news release.

Source: Spirit Blockchain Capital Inc.