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Digital Commodities Inc. — Capital/Financing Update 2026
Apr 7, 2026
43345_rns_2026-04-07_264172fc-b221-482c-9fd6-70cc46a6ce2e.pdf
Capital/Financing Update
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51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Digital Commodities Inc. (the "Company")
15th Floor, 1111 West Hastings St.
Vancouver, British Columbia V6E 2J3
Item 2 Date of Material Change
April 4, 2026
Item 3 News Release
The news release was disseminated on April 2, 2026 through Newsfile Corp., and subsequently filed under the Company's profile on SEDAR+.
Item 4 Summary of Material Change
The Company announced that it intends to amend the expiry date of 5,675,000 outstanding warrants from April 12, 2026 to April 12, 2029.
Item 5 Full Description of Material Change
The Company announced that it intends to amend the expiry date of 5,675,000 outstanding warrants from April 12, 2026 to April 12, 2029 (the "Warrants"), such amendment to be effective April 4, 2026. All other terms and conditions of the Warrants will remain the same. The amended Warrant terms remain subject to the approval of the Canadian Securities Exchange.
Of the 5,675,000 warrants proposed to be amended, 1,837,500 Warrants are held by Brayden Sutton, CEO and a Director of the Corporation, and 1,837,000 Warrants are held by Joshua Taylor, a Director of the Corporation. The amendment of the Warrants held by Brayden Sutton and Joshua Taylor is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As such, the Company would rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the fair market value of the Warrants being amended, insofar as it involves the Warrants held by Brayden Sutton and Joshua Taylor, do not exceed 25% of the fair market value of the Company's market capitalization.
5.2 Disclosure for Restructuring Transactions
N/A
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
N/A
- 2 -
Item 7 Omitted Information
None.
Item 8 Executive Officer
For further information, contact:
Brayden Sutton
Chief Executive Officer
Tel: 778-656-0377
Email: [email protected]
Item 9 Date of Report
April 7, 2026
1407-6093-6217, v. 1