BLOK Digital Completes $1 Million Non-Brokered Private Placement

Newsfile · 1d ago

Calgary, Alberta--(Newsfile Corp. - December 16, 2025) - BLOK Digital Ltd. (NEX: BLOK.H) (OTC Pink: BLVDF) (FSE: BD4) (the "Company") is pleased to announce that it has completed its previously announced non-brokered private placement for aggregate proceeds of $1 million (the "Private Placement"). In connection with the Private Placement, 10,000,000 common shares of the Company ("Common Shares") were issued at a price of $0.10 per Common Share.

The Company intends to use the net proceeds of the Private Placement to settle any outstanding or projected debts or payables, bring the Company's continuous disclosure record up to date (including in connection with the acquisition of assets or combination with a business that would enable its return to the TSX Venture Exchange), as well as for general corporate and working capital purposes.

The Common Shares issued in connection with the Private Placement are subject to a four-month hold period from the closing of the Private Placement, in accordance with applicable securities laws.

Subject to the final review by the NEX board of the TSX Venture Exchange, the Company has agreed to pay a cash finder's fee of $6,600 to Haywood Securities Inc. in respect of the aggregate sales to subscribers under the Private Placement that were introduced by Haywood.

For further information, please contact:

BLOK Digital Ltd.
Angus Campbell, CEO
Telephone: +44 7881 625098
Email: ajmcampbell@gmail.com

This press release is not an offer of the Company's securities for sale in the United States. The Company's securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. The Company will not make any public offering of its securities in the United States. The Company's securities have not been and will not be registered under the U.S. Securities Act.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information set out in this news release constitutes forward-looking statements or information. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "believe" and similar expressions. In particular, this news release contains forward-looking statements in respect of among other things, the use of proceeds from the Private Placement, the ability to identify a business or acquisition of assets or combination with a business that would enable its return to the TSX Venture Exchange and current expectations of the Company with respect to the future business activities and operating performance of the Company that may be described herein. Forward-looking statements are based upon the opinions and expectations of management of the Company as at the effective date of such statements and, in certain cases, information provided or disseminated by third parties. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, they can give no assurance that those expectations will prove to have been correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, risk factors set forth in the Company's most recent management's discussion and analysis, a copy of which is filed on SEDAR+ at www.sedarplus.ca, and readers are cautioned that the risk factors disclosed therein should not be construed as exhaustive. These statements are made as at the date hereof, and unless otherwise required by law, the Company does not intend, or assume any obligation, to update these forward-looking statements.

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

NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS

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