Dear Fellow Shareholders,
I'm Fraser Matthews, CEO of Surge Digital Inc. (TSXV: SRGE, OTCQB: BBKCD). A lot has changed in a short time, so I wanted to write to you directly. We published a new Investor Presentation today on our Website - this letter is the short version: how 2025 went; what we did in August, why we did it; and what you should expect from us next.
A bit about me first. I spent the last several years as CEO of Netcoins, where I got a front-row seat to what it takes to build a compliant, scaled, trusted digital asset platform in Canada. I know this business from the ground up: its strengths, its potential, and yes, the places where we need to do better. Taking on the broader CEO role felt like a natural extension of that work, and I'm excited about what lies ahead.
A quick look back at 2025
I'll keep the 2025 recap honest and brief. The full details are in our MD&A on SEDAR+ and on the investor page of our website, but a few numbers deserve a moment.
Netcoins crossed $1 billion in trading volume for the first time in its history: $1.068 billion in full-year gross trading volume, up 29% year over year, processed on a regulated Canadian platform. That's not a one-quarter spike. Netcoins is also SOC 2 Type 2 certified, had its BCSC registration extended for two years, and finished the year with 257,000 registered users after ten years of serving Canadians.
Revenue for the full company came in at $12.86 million, essentially flat year over year despite a wild ride in crypto markets. Fee compression across the industry was real. Our average fee rate declined from 1.26% to 0.97%, which cost us roughly $3 million against the prior year's rate, but the platform itself grew. I'd rather tell you that plainly than have you work it out from the filings.
Blockchain Intelligence Group had its best year ever. Revenue grew 36% to $2.27 million at a 90% gross margin, surpassing the prior record set in the 2022 bull market, with subscription and service revenue both up. This is the kind of resilient, recurring-revenue business that doesn't care what Bitcoin is doing on any given Tuesday, because compliance requirements don't disappear when markets go sideways.
On the balance sheet: we closed out a long-running CRA GST/HST reassessment in Q4 2025, paying a revised balance of $3.24 million and recovering $5.2 million that had sat as a provision since 2024. An $8.5 million liability, gone. We ended the year with $6.2 million in cash and approximately $15.3 million in total cash and crypto. No debt. Clean balance sheet. That matters more than it sounds.
TerraZero, our immersive media business, did not develop on the timeline we hoped for. We restructured it in the second half of 2025, brought costs down sharply, and are reviewing all options for the Intraverse platform. It will not be a distraction for this management team.
What changed in August
On August 26, BIGG Digital Assets became Surge Digital Inc. Same company, same people, same operating businesses, now with a sharper focus. The new name reflects what we've become: less a holding company of Web3 investments, more a regulated digital financial services group with one strategy running through it. It's deliberately understated. In a sector still crowded with outsized promises, we'd rather let the regulated infrastructure speak for itself.
On the same day, we completed a 7-for-1 share consolidation, taking us from roughly 355.8 million shares to about 50.8 million. Nobody was diluted; every shareholder owns the same percentage of the company as before. I know the share price looked different on the screen the next morning, and I know that caused some confusion. To be clear: the consolidation was a deliberate restructuring ahead of our next phase of growth. A tighter share count gives us a cleaner structure to build on.
Our TSXV symbol is now SRGE. Our OTC symbol is temporarily BBKCD while the permanent post-consolidation symbol is assigned.
We are also excited to have our brand-new website, www.surgedigital.com, where you can find our latest Investor Presentation.
What Surge is
Our mission is clear and simple: we build and operate the platforms, the rails, and the intelligence tools that bring individuals, businesses, and institutions into the digital asset economy. Safely and at scale. Our focus is on building and integrating our businesses to create sustainable revenue and lasting shareholder value.
The regulatory progress is what I'm most pleased about. Netcoins filed its CIRO membership application on May 27, ahead of the June 1 deadline, and CIRO formally accepted it for review on June 24. We're targeting dealer membership in the first half of 2027, subject to CIRO's review and approval. Today, every Canadian crypto platform operates on time-limited exemptive relief. Full dealer status removes that dependency and opens the door to a much broader product set. It's the licence stack that competitors don't have, and acquirers want.
Where we're headed
The market has moved beyond trading. Stablecoin supply stands above US$300 billion,1 and stablecoin rails carried nearly US$9 trillion in transactions in the first half of 2026 alone.2 Merchant settlement, cross-border payments and payroll are moving on-chain; AI agents are starting to transact on behalf of people and businesses; and capital is looking for compliant yield. Regulated operators are the ones positioned to carry that flow.
Most of the new entrants chasing agent payments and tokenization have interesting technology but no regulatory wrapper. That wrapper is our moat. Building it takes years: registrations, audits, trust accounts, compliance infrastructure, regulatory relationships. We've done that work, and it is not easily replicated. That's the bet we're making.
Surge is built on four pillars:
1. Everything App (Netcoins). Own the primary client digital asset relationship end to end: trade, swap, stake, borrow, send and spend, all in one app.
2. Crypto as a Service. Deliver our regulated custody, fiat rails, liquidity and compliance to fintechs, banks and platforms by API. Recurring revenue that scales without consumer acquisition costs.
3. Intelligence (Blockchain Intelligence Group). The forensics, risk scoring and monitoring that let capital move on-chain safely, both for outside customers and across our own platforms.
4. Payments. Merchant payments, global payments, agentic finance and yield on stablecoin. This is the pillar that carries our evolution and our global ambitions, and we expect to get there through a mix of building, partnering and acquiring.
The first three pillars are operating today. Pillar 4 is where we're going, and the pillars reinforce one another rather than compete for capital. On acquisitions: we're actively evaluating targets that shorten our path to market in payments and settlement, and we'd rather buy proven rails than spend three years building them. Nothing is signed, and anything material will be disclosed the moment it should be.
What to watch
Over the next few quarters, here's what we're working toward:
These are targets, not promises. Some will slip, and when they do, we'll tell you plainly rather than go quiet.
Thank you
Many of you have held BIGG for a long time, and I don't take that patience lightly. We listened, we made the hard structural changes, and we've narrowed our focus to the things that will actually move the business. Please take a look at the full presentation at surgedigital.com, and if you have questions, write to us at ir@surgedigital.com. We read every message.
Thank you for your continued confidence.
Fraser Matthews
Chief Executive Officer, Surge Digital Inc.
TSXV: SRGE | OTCQB: BBKCD | WKN: A2PS9W
Notes and sources
¹ Stablecoin supply above US$300 billion. Total stablecoin supply first crossed US$300 billion in early October 2025, peaked at roughly US$322 billion in May 2026, then contracted through the summer while remaining above US$300 billion. Sources: Axios, "Stablecoin hype grows, total supply cracks $300 billion" (Oct. 2, 2025), https://www.axios.com/2025/10/02/stablecoin-supply-300-billion; The Block, "Stablecoin supply tops $300 billion but growth stalls…" (May 19, 2026), https://www.theblock.co/post/401707/stablecoin-supply-300-billion-growth-stalls-tether-gains-rivals-expense; Forbes Digital Assets, "The Stablecoin Market Shrank For The First Time In Four Years…" (Jul. 27, 2026), https://www.forbes.com/sites/digital-assets/2026/07/27/the-stablecoin-market-shrank-for-the-first-time-in-four-years-watch-the-volumes-instead/.
² Nearly US$9 trillion in H1 2026 transaction volume. Adjusted stablecoin transaction volume totaled approximately US$8.82 trillion in the first half of 2026, per Visa Onchain Analytics. "Adjusted" volume excludes bot activity, internal exchange transfers, and other on-chain records that do not represent genuine economic activity; raw/unadjusted volumes are materially higher (e.g., over US$28 trillion in Q1 2026 alone). Sources: CoinDesk, "Circle's USDC Is Leaving Tether Behind in the Stablecoin Volume Race" (Jul. 6, 2026), https://www.coindesk.com/business/2026/07/06/circle-s-usdc-is-leaving-tether-behind-in-the-stablecoin-volume-race; CoinGeek, "Stablecoin transaction count, volume up despite market cap decline" (Jul. 9, 2026), https://coingeek.com/stablecoin-transaction-count-volume-up-despite-market-cap-decline/.
This letter contains forward-looking statements and forward-looking information within the meaning of applicable Canadian securities legislation, including statements regarding the Company's strategy, the anticipated timing and outcome of Netcoins' CIRO membership application, product roadmap, expansion into stablecoin and payments services, the review of strategic options for TerraZero, and potential acquisitions. Forward-looking statements are based on current expectations and assumptions and are subject to known and unknown risks and uncertainties, including those described in the Company's continuous disclosure filings on SEDAR+. Actual results may differ materially. CIRO membership is subject to CIRO's review and approval, and there is no assurance it will be obtained on the timeline indicated or at all. No agreement has been entered into with respect to any acquisition. The Company undertakes no obligation to update forward-looking statements except as required by law. Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this letter.