Toronto, Ontario--(Newsfile Corp. - July 9, 2026) - Skycap Investment Holdings Inc. (CSE: SKY) ("Skycap" or the "Company") is pleased to announce that it has entered into a definitive business combination agreement (the "Business Combination Agreement") with STRYK Brands Inc. ("STRYK"), dated July 8, 2026, pursuant to which the parties have agreed to complete a business combination involving a "three-cornered" amalgamation of STRYK with a wholly-owned subsidiary of Skycap, incorporated solely for the purposes of the transaction ("Subco") that will have the effect of Skycap acquiring all of the issued and outstanding common shares (the "STRYK Shares") and other securities of STRYK in exchange for securities of Skycap, and resulting in the reverse takeover of Skycap by STRYK (the "Proposed Transaction"). A copy of the Business Combination Agreement will be made available on Skycap's SEDAR+ profile at www.sedarplus.ca.
STRYK is a company creating a portfolio of flavoured Nixodine™ pouches for adults 21+. Upon closing of the Proposed Transaction ("Closing"), Skycap will adopt the business of STRYK and change its name to "STRYK Brands Inc." or such other name as determined by STRYK.
The Proposed Transaction will constitute a "Fundamental Change" of the Company as defined by the Canadian Securities Exchange (the "CSE"). It is a condition to Closing that the resulting issuer (the "Resulting Issuer") obtain conditional approval to list its common shares (the "Resulting Issuer Shares") on the CSE. In connection therewith, Skycap expects to file a Form 2A Listing Statement (the "Listing Statement") with the CSE, in accordance with the policies of the CSE.
THE PROPOSED TRANSACTION
In accordance with the terms of the Business Combination Agreement, the Proposed Transaction will be structured as a "three-cornered amalgamation" pursuant to the provisions of the Business Corporations Act (Ontario) involving Skycap, Subco and STRYK. In connection with Closing, it is expected that, among other things:
Skycap will consolidate its issued and outstanding common shares (the "Consolidation") on the basis of one (1) post-Consolidation common share (each, an "Skycap Share") for approximately every 103 pre-Consolidation Skycap Shares, or such other consolidation ratio as agreed to between Skycap and STRYK to preserve the respective valuation of the parties. Shareholders who would otherwise hold less than one whole post-Consolidation common share as a result of the Consolidation will receive one whole post-Consolidation common share, thereby preserving their shareholder interest. All other fractional share entitlements arising from the Consolidation will be rounded down to the nearest whole common share;