Digital Commodities Inc. — Capital/Financing Update 2025

Jul 25, 2025

51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Digital Commodities Capital Corp. (the "Company")
15th Floor, 1111 West Hastings Street
Vancouver, British Columbia V6E 2J3

Item 2 Date of Material Change

July 14, 2025

Item 3 News Release

The news release was disseminated on July 14, 2025 through Newsfile Corp, and subsequently filed under the Company's profile on SEDAR+.

Item 4 Summary of Material Change

The Company announced that it has closed the second and final tranche of its previously announced non-brokered private placement (the "Financing").

Item 5 Full Description of Material Change

The Company announced the closing of the second and final tranche of the Financing, bringing total gross proceeds raised to date under the Financing to $2 million.

The Company is pleased to confirm that the entire offering was fully subscribed, reflecting strong and sustained investor interest in the Company's strategy and outlook. Notably, Mogo Inc. (TSX: MOGO) (NASDAQ: MOGO), a leading Canadian financial technology company, participated in the Financing as a strategic investor with a cornerstone investment of $1 million.

The second tranche consisted of the issuance of 13,333,332 units of the Company (each, a "Unit") at a price of $0.075 per Unit for gross proceeds of $1 million. Each Unit consists of one common share and one common share purchase warrant (each, a "Warrant"), with each Warrant exercisable to acquire one additional common share at a price of $0.10 for a period of two years from the closing date, subject to acceleration.

The net proceeds from this tranche of the Financing will be used to advance the Company's dual-pronged treasury strategy focused on acquiring Bitcoin and gold. These assets will serve as functional capital for opportunistic, value-accretive investments that align with the Company's long-term vision. Proceeds will also support general corporate purposes.

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In connection with the Financing, the Company paid finders fees of $13,680 in cash commission, 1,066,666 common shares of the Company and 1,249,066 finder warrants ("Finder Warrants"). Each Finder Warrant entitles the holder thereof to acquire one common share of the Company at a price of $0.10 per share for a period of two years from the date issuance. The common shares and the Finder Warrants are subject to a four month and one day hold period in accordance with applicable securities laws.

The Units were offered pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, and are not subject to resale restrictions under applicable Canadian securities laws. The Warrants are subject to an acceleration clause effective October 31, 2025, whereby the Company may accelerate their expiry if its shares trade at or above $0.20 for 10 consecutive trading days.

An offering document related to the Financing is available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.digitalcommodities.com.

5.2 Disclosure for Restructuring Transactions

N/A

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

N/A

Item 7 Omitted Information

None.

Item 8 Executive Officer

For further information, contact:

Brayden Sutton

Chief Executive Officer

Tel: 778-656-0377

Email: info@digitalcommodities.com

Item 9 Date of Report

July 25, 2025

Cautionary Statement Regarding "Forward-Looking" Information.

This material change report includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking

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statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this material change report and include, without limitation, statements regarding the anticipated use of the net proceeds of the Financing, the Company's plan to build a differentiated platform anchored in real, non-fiat assets, the role that Bitcoin can play as a foundational tool in the next chapter of capital markets, and Digital's plan to deploy the capital with discipline and seize the opportunities ahead. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this material change report. Readers are cautioned that the foregoing list of factors is not exhaustive. In making the forward-looking statements in this material change report, the Company has applied certain material assumptions, including without limitation, that the Company's expectations regarding the role that Bitcoin will play in the next chapter of capital markets will prove to be accurate, that the Company will receive the expected benefits from the Financing, that the Financing will increase shareholder value, that Bitcoin will become increasingly relevant in the evolution of global value exchange, that the Company will build a differentiated platform anchored in real, non-fiat assets and deploy its capital with discipline and seize the opportunities ahead and that the Company will use the net proceeds of the Financing as currently anticipated.

These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, that the Company's expectations regarding the role that Bitcoin will play in the next chapter of capital markets will prove to be inaccurate, that the Financing will fail to increase shareholder value, that the Company will fail to build a differentiated platform anchored in real, non-fiat assets and deploy its capital with discipline, that the price of Bitcoin will drop significantly, that the Company will fail to complete the Financing on the terms disclosed, or at all, that Digital will fail to leverage non-fiat assets like Bitcoin in a pragmatic, transactional capacity, that Digital will fail to build a differentiated public platform focused on acquiring and deploying alternative forms of value as functional equivalents to fiat currency for the purpose of sourcing and completing strategic investments, that Bitcoin will fail to become increasingly relevant in the evolution of global value exchange, that Bitcoin will not be a successful store of value and/or inflation hedge, that the Company's business plans will change, that the Company will fail to remain focused on disciplined capital allocation, transparency, and long-term value creation, that the Company will not use the net proceeds of the Financing as currently anticipated, adverse changes to the cryptocurrency industry, adverse changes to cryptocurrency regulations, general economic, market or business conditions, uninsured risks, other regulatory changes and other risks detailed herein and from time to time in the filings made by the Company with securities regulators. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are

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cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.

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