Fraser Big Sky Capital Corp. Announces Entry into Letter of Intent

Vancouver, British Columbia--(Newsfile Corp. - May 27, 2026) - Fraser Big Sky Capital Corp. (TSXV: FRAS.P) (the "Company"), a capital pool company ("CPC") pursuant to Policy 2.4 - Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "TSXV"), announces that it has entered into a non-binding letter of intent (the "LOI") dated May 27, 2026 with Progressive Engineering & Consulting Ltd., an Alberta corporation ("Progressive") and EEL Energy Limited, a Nevada corporation ("EEL") regarding a potential business combination (the "Transaction").

The Company will complete a business combination pursuant to which the Company will acquire (i) all of the issued and outstanding securities of Progressive from the shareholders of Progressive, (ii) all of the issued and outstanding securities of EEL Hybrid Solutions Ltd., an Alberta corporation ("EEL Hybrid") from EEL, and (iii) certain other assets (collectively, the "Assets") from EEL, as further described in the LOI. The Assets are expected to include certain intellectual property, technology and related equipment associated with EEL's energy storage systems and applications, including its advanced kCell technology, subject to due diligence and final agreement.

It is intended that the Transaction would qualify as the Company's Qualifying Transaction (as such term is defined in Policy 2.4) and it is, among other conditions, subject to the satisfaction of the requirements of Policy 2.4. On closing (the "Closing") of the Transaction, which is expected to occur on or before October 31, 2026, the issuer resulting from the Transaction (thereafter referred to as the "Resulting Issuer") will be listed as a Tier 2 "Technology" issuer on the TSXV.

Lee Fraser, Director of the Company, stated: "This LOI is an important step for Fraser Big Sky as we pursue our proposed Qualifying Transaction. We believe the combination of Progressive's engineering capabilities with EEL's energy storage technology, which has been developed in Canada, provides a strong foundation to build a scalable industrial and technology business, and we look forward to completing due diligence and progressing toward a definitive agreement."

About Progressive

Progressive Engineering & Consulting Ltd. dba CAP Engineering ("CAP") is a multidisciplinary engineering company which has been providing engineering, construction, and project management services to clients across Canada since 2005. It has a staff of 50+ employees that includes 15 engineers and 18 technicians. Its focus is on designing, managing, and constructing utility scale power projects incorporating innovative engineering solutions using cutting-edge technology, particularly to address the high cost associated with generating power in underserviced regions and communities and other logistically challenged installations and the need for assured reliability in critical applications.

From startup in 2005, CAP has grown organically to have national reach with offices in Alberta, the Yukon and the Maritimes. It now operates at a scale where it can accelerate future growth through the acquisition of and merger with competing and complimentary engineering businesses and the acquisition of complimentary technologies.

Bob Brown, President of CAP, stated: "CAP has strategically positioned itself for long-term growth. The proposed Transaction aligns with CAP's vision of building an integrated national engineering and technology platform."

About EEL

EEL Energy Limited is a company with a complimentary technology. Energy storage is a major concern for the projects tackled by CAP and EEL has developed and markets a hybrid energy power system for industrial applications that marries a uniquely modified (EEL's trade secret) energy storage system with a traditional diesel generator system that, through normal operations, reduces diesel consumption by up to 80%. The EEL system has several advantages over more traditional electro-chemical batteries, namely increased lifespan, rapid charging, extreme cold weather operation and high stability and resistance to thermal runaway.

It can also be recharged from any source of electrical power, including traditional "Green" sources such as solar and wind. More importantly, the technology can be scaled to provide the necessary storage for much larger power generation systems and CAP has the engineering expertise to take the technology in that direction. The development of further applications of the technology would enhance the product offerings of EEL and would provide CAP with in-house energy storage technology directly applicable to it's projects and clientele.

Mike Nyhuis, President of EEL, stated: "EEL has developed the kCell as an energy storage solution with a range of industrial applications. We view this Transaction as an opportunity to bring our technology and business to the public markets, providing access to capital to support further development, commercialization and broader deployment of Hybrid based Power systems utilizing our technology."

Transaction Summary

Pursuant to the LOI, the Transaction will be effected by the Company: (i) purchasing the issued and outstanding securities of Progressive for the payment of $5,000,000, which shall be satisfied by the payment of $1,000,000 in cash and the issuance of 14,815,000 common shares of the Company (each, a "Share") at a deemed price of $0.27 per Share, and (ii) purchasing all of the issued and outstanding securities of EEL Hybrid for the payment of $2,000,000, which shall be satisfied by the issuance of 7,407,000 Shares at a deemed price of $0.27 per Share.

On completion of the Transaction, each issued and outstanding option, warrant or convertible security entitling the holder thereof to purchase shares in the capital of Progressive or EEL Hybrid, as applicable, shall be exchanged on a one for one basis for an option, warrant or convertible security of the Company, as applicable, having the same or similar terms, provided that the Company shall not be required to issue more than 5,000,000 of such options, warrants or convertible securities, which shall not be exercisable for a price less than the price per security of the Concurrent Financing (as defined below) nor for a term greater than 5 years from the date of completion of the Transaction.

Payment of any finder's fees in connection with the Transaction shall be subject to compliance with applicable securities laws and TSXV policies.

The completion of the Transaction is subject to a number of terms and conditions standard for a transaction of this nature, including but not limited to:

• completion of due diligence by all parties;

• the entering into by the parties of a definitive agreement (the "Definitive Agreement") with respect to the Transaction (which agreement shall include the warranties, representations, covenants, agreements, terms and conditions customarily found in such agreements);

• the completion of the Concurrent Financing (as defined below);

• the completion of the Board Reconstitution (as defined below);

• receipt of all necessary consents, approvals, exemptions and authorizations of government bodies, regulators, lenders, lessors and other third parties, if any, including without limitation, that of the TSXV; and

• the Company to have effected the Name Change and Corporate Changes, as applicable.

The Company intends to rely on Section 2.11 of National Instrument 45-106 - Prospectus Exemptions for an exemption from the prospectus requirements for the issuance of the Shares to the securityholders of Progressive and to EEL in exchange for their respective securities of Progressive and EEL.

No deposit, advance or loan has been or will be made by the Company to Progressive, EEL or EEL Hybrid.

Arm's Length Transaction

The Transaction was negotiated by parties who are dealing at arm's length with each other and therefore, the Transaction is not a Non-Arm's Length Qualifying Transaction in accordance with the policies of the TSXV. No non-arm's length parties to the Company (i) hold a direct or indirect beneficial interest in Progressive, EEL or EEL Hybrid or (ii) are currently insiders of Progressive, EEL or EEL Hybrid. There are no relationships between or among any non-arm's length parties to the Company and any non-arm's length parties to Progressive, EEL or EEL Hybrid. Trading in the common shares of the Company has been halted and is expected to remain halted until the closing of the Transaction.

Concurrent Financing

The Company shall complete a private placement (the "Concurrent Financing") at a Share price acceptable to investors provided that such price is not less than $0.27 per Share, for gross proceeds of a minimum of $4,000,000, or such other amount as is necessary to satisfy the TSXV's initial listing requirements and as agreed to by the parties. The proceeds of the Concurrent Financing will be used for working capital and general corporate purposes of the Resulting Issuer. Certain principals and/or affiliates of the Company shall commit to provide a minimum contribution of $350,000 toward the Concurrent Financing.

Subject to applicable securities laws and the policies of the TSXV, finder's fees may be payable in connection with the Concurrent Financing.

Proposed Board of Directors, Senior Management and Insiders of the Resulting Issuer

The Resulting Issuer's board of directors will be constituted by two nominees of the Company and up to three nominees of Progressive and EEL (the "Board Reconstitution"). It is anticipated that the Company will appoint Lee Fraser and Killian Ruby as the nominees of the Company. Progressive and EEL are anticipated to appoint Robert Brown and Mike Nyhuis as two of their nominees with the third nominee to be named later. The Company expects to appoint Robert Brown as the Chief Executive Officer and Mike Nyhuis as the Chief Operating Officer.

Killian Ruby is a CPA, CA and leads the Malaspina-Manex Group through his roles as President & CEO of Malaspina Consultants Inc. and of Manex Resource Group Inc. Mr. Rudy currently sits on the board of directors of several public companies, provides CFO and strategic financial advisory services to a range of public and private companies across a number of industry sectors, as well as leading the strategic growth of the Malaspina-Manex Group.

Lee Fraser is an MBA most recently serving as board member and officer for Planet 13 in Nevada. Previously he served in senior operational roles as Divisional COO for Warner Bros. and Fox. He brings deep experience across public-company operations, entertainment, technology infrastructure, compliance and multi-state/province growth platforms.

Robert Brown is a professional engineer and graduated from the University of Waterloo. He is the CEO of Progressive, which he started in 2005, and has successfully grown it into a corporation with 50+ employees. Prior to founding CAP Engineering, he held senior project management and engineering roles with Chant Construction, Alberta Infrastructure, and Miller Construction. Outside of his professional work, Mr. Brown is actively involved in volunteer initiatives, including several international Habitat for Humanity Global Village projects. He has continued to grow his experience in the construction and operation of power projects in Canada and internationally.

Mike Nyhuis has been responsible for the initial sourcing of vendors and distributor partners for the current line of EEL products. He has over 30 years of experience in marketing, fund-raising and startups. Mr. Nyhuis has managed a private REIT and has developed condominium hotel / resort ownership properties in the Caribbean, Canada and USA.

The Company anticipates that Mike Nyhuis and Robert Brown will become insiders of the Resulting Issuer.

Additional information on the proposed directors, officers and Insiders (as defined in the policies of the TSXV) of the Resulting issuer will be included in a subsequent press release as well as within the Form 3B2 - Information Required in a Filing Statement for a Qualifying Transaction (the "Filing Statement") to be filed with the TSXV in connection with the Transaction.

Name Change

The Company intends to change its corporation name (the "Name Change") at Closing to such name that shall be acceptable to Progressive and EEL and the applicable regulatory authorities.

Financial Information of Progressive and EEL

Additional information on the financial condition of Progressive and EEL will be included in a subsequent press release as well as the Filing Statement to be filed with the TSXV in connection with the Transaction.

Sponsorship

Sponsorship of a Qualifying Transaction of a CPC is required by the TSXV unless an exemption from the sponsorship requirement is available. The Company intends to apply for a waiver from the sponsorship requirements. There is no assurance that the Company will be able to obtain such a waiver.

About the Company

The Company is designated as a CPC under Policy 2.4. The Company currently has not begun any formal commercial operations and has no assets other than cash raised from its initial public offering and the prior seed investment round. Until the completion of a Qualifying Transaction, the Company will not carry on any business other than identifying prospective transactions, completing appropriate due diligence, and evaluating such assets for the purpose of completing a Qualifying Transaction.

Additional Information

All information contained in this press release with respect to the Company, Progressive and EEL was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

For more information, please contact:

Killian Ruby
Director
T: (604) 806-0626
E: killian@malaspinaconsultants.com

Disclaimer for Forward-Looking Information

This press release may contain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans" "expects" or "does not expect", "proposed", "is expected", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information in respect of the Company, Progressive and EEL reflects the Company's, Progressive's and EEL's, as the case may be, current beliefs and is based on information currently available to the Company, Progressive and EEL, respectively, and on assumptions the Company, Progressive and EEL, as the case may be, believes are reasonable. These assumptions include, but are not limited to, management's assumptions about the TSXV approval for the Transaction, closing of the Concurrent Financing, the ability to obtain a waiver from the sponsorship requirements, the Resulting Issuer's anticipated share structure, the business plans of Progressive and EEL, any plans for any future stock exchange listings, and the Company's ability to realize the anticipated benefits of the Transaction. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, Progressive, EEL or the Resulting Issuer to be materially different from those expressed or implied by such forward-looking information. Although the Company, Progressive and EEL have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release represent the expectations of the Company, Progressive and EEL as of the date of this press release and, accordingly, are subject to change after such date. However, each of the Company, Progressive and EEL expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

Neither 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 press release.

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