NEWS RELEASE
TSXV: SRGE
VANCOUVER – Surge Digital Inc. (“Surge” or the “Company”) (TSXV: SRGE; OTCQB:
BBKCD; WKN: A2PS9W), a leading innovator and owner of Netcoins, Blockchain Intelligence
Group, and TerraZero, has finalized its corporate rebranding and share capital consolidation, as
described in its news release of August 21, 2026.
Effective August 26, 2026, the Company changed its name to "Surge Digital Inc." (the “Name
Change”) and consolidated its issued and outstanding common shares on the basis of seven (7)
pre-consolidation common shares for one (1) post-consolidation common share (the
"Consolidation"). The Company’s common shares commenced trading on the TSX Venture
Exchange (the "TSXV") under the new trading symbol "SRGE" on a post-consolidation basis at
the opening of trading on the Effective Date.
On the OTCQB Market, the Company’s common shares will trade under the symbol "BBKCD" for
a period of approximately 20 business days following the Effective Date, after which a new symbol
will be issued. The appended letter "D" is a temporary designation applied to denote the share
consolidation and does not represent a change to the Company’s OTCQB symbol.
The Company received final acceptance from the TSXV on August 24, 2026 for the Name Change
and the Consolidation, each of which was approved by the Company's board of directors pursuant
to the Company's Articles and the Business Corporations Act (British Columbia), and did not
require the approval of the Company’s shareholders.
The Consolidation was completed on a seven-for-one basis (7:1). Details of the consolidated
share capital are as follows:
• Pre-Consolidation Shares Outstanding: 355,780,820
• Post-Consolidation Shares Outstanding: 50,825,782
• New CUSIP Number: 86890A109
• New ISIN Number: CA86890A1093
No fractional common shares were issued in connection with the Consolidation. Where the
Consolidation would otherwise have resulted in a fractional common share, the number of post-
consolidation common shares received was rounded down to the nearest whole number if the
fractional interest was less than one-half of a common share, and rounded up to the nearest wholenumber if the fractional interest was one-half of a common share or greater. No cash consideration
was paid in respect of any fractional interest.
The exercise prices and the number of common shares issuable under the Company’s
outstanding warrants and stock options have been adjusted proportionately in accordance with
their respective terms to reflect the Consolidation.
Information for Shareholders:
• Registered holders of share certificates: Have been sent a letter of transmittal by the
Company’s transfer agent, Computershare Trust Company of Canada, with instructions
for surrendering their pre-consolidation certificate(s) in exchange for post-consolidation
common shares. Such holders should not destroy any certificates and should follow the
instructions in the letter of transmittal.
• Registered holders in book-entry (DRS) form: No action is required; an updated DRS
advice reflecting post-consolidation holdings will be issued automatically by
Computershare Trust Company of Canada.
• Beneficial Shareholders: No action is required; holdings will be adjusted automatically
through intermediaries. The Name Change and Consolidation are intended to better reflect the Company's business focus and strategic direction.
On Behalf of the Board
Fraser Matthews
Director and Chief Executive Officer
778.819.3890
About Surge Digital Inc.
Surge Digital Inc. (TSXV: SRGE; OTCQB: BBKCD; WKN: A2PS9W) owns, operates, and invests in
crypto businesses that support a compliant and safe digital asset ecosystem. Its portfolio includes:
● Netcoins – A regulated Canadian and American crypto trading platform.
● Blockchain Intelligence Group – Blockchain analytics and forensics solutions.
● TerraZero Technologies – Immersive Media, Metaverse and Web3 development.
Surge believes the future of crypto is secure, compliant, and trusted.
Learn more at www.surgedigital.com.
Netcoins is a crypto trading platform providing secure, regulated access to a growing range of digital
assets. With a commitment to transparency and compliance, Netcoins serves both retail andinstitutional investors, offering a trusted way to buy, sell, stake and custody crypto in Canada. Learn
more at www.netcoins.com.
Blockchain Intelligence Group provides digital asset forensics and blockchain analytics solutions
supporting AML, investigations, and risk management for cryptocurrency activity. For more
information, please visit www.blockchaingroup.io.
TerraZero is an immersive media and Web3 development company focused on creating next-
generation virtual experiences for brands. Through its Intraverse platform, TerraZero offers immersive
experience creation, advertising, data analytics, and digital events. For more information, please visit
https://terrazero.com or contact hello@terrazero.com.
For more information and to register for Surge’s mailing list, please visit our website at
www.surgedigital.com. Or visit SEDAR+ at www.sedarplus.ca.
Future operating results could also be materially affected by the price of cryptocurrency and the
demand (or lack thereof) for cryptocurrency. In addition, Surge’s past financial performance may not
be a reliable indicator of future performance.
Forward-Looking Statements
Certain statements in this release are forward-looking statements or information, which include the
expected opportunities, outcomes, potential and benefits of the Company’s products and services,
and the expected benefits and outcomes. Forward-looking statements consist of statements that are
not purely historical, including any statements regarding beliefs, plans, expectations or intentions
regarding the future. Such information can generally be identified by the use of forward-looking
wording such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or
the negative thereof or similar variations. Readers are cautioned not to place undue reliance on
forward-looking statements, as there can be no assurance that the plans, intentions or expectations
upon which they are based will occur. By their nature, forward-looking statements involve numerous
assumptions, known and unknown risks and uncertainties, both general and specific, that contribute
to the possibility that the predictions, estimates, forecasts, projections and other forward-looking
statements will not occur. These assumptions, risks and uncertainties include, among other things,
the state of the economy in general and capital markets in particular, the ability to manage operating
expenses, which may adversely affect the Company’s financial condition, the ability to remain
competitive as other better financed competitors develop and release competitive products, volatility
in the trading price of the common shares of the Company, the demand and pricing of cryptocurrency,
the Company’s ability to successfully define, design and release new products in a timely manner that
meet customers' needs; the ability to attract, retain and motivate qualified personnel; competition in
the industry; Netcoins’ continued compliance with the terms and conditions of the exemptive relief
decision and the undertaking, including satisfaction of any remaining milestones or ongoing obligations
contemplated therein; CIRO’s continued review of Netcoins’ membership application and whether,
when and on what terms CIRO may approve Netcoins’ membership; Netcoins’ ability to continue
operating under its Restricted Dealer registration until CIRO membership approval; and other factors,
many of which are beyond the control of Surge. Forward-looking statements contained in this press
release are expressly qualified by this cautionary statement. Undue reliance should not be placed on the
forward-looking information because Surge can give no assurance that it will prove to be correct.
The securities of Surge are considered highly speculative due to the nature of Surge’s business. For
further information concerning these and other risks and uncertainties, refer to the Company’s website
and filings on www.sedarplus.ca. In addition, Surge’s past performance may not be a reliable indicator
of future performance.
Important factors that could cause actual results to differ materially from Surge’s expectations include
consumer sentiment towards Surge’s products and Cryptocurrency, Blockchain and Metaverse
technology generally, technology failures, the lack of demand for the company’s products and
services, fluctuations in the price of cryptocurrency, the ability to successfully define, design, and
release new products in a timely manner that meet customers’ needs; the ability to attract, retain, and
motivate qualified personnel; competition in the industry; the ability to obtain and/or maintain licences,
permits and approvals that are necessary to operate the business; the impact of technology changes
on the products and industry; failure to develop new and innovative products; the ability to successfully
maintain and enforce our intellectual property rights and defend third-party claims of infringement of
their intellectual property rights; the impact of intellectual property litigation that could materially and
adversely affect the business; the ability to manage working capital; increase in costs and expenses;
the dependence on key personnel; competition; the demand and pricing of cryptocurrencies and NFTs
(including digital assets); litigation; security threats, including a loss/theft of NFTs, cryptocurrencies,
and other assets; and failure of counterparties to perform their contractual obligations.
The forward-looking statements contained in this press release are made as of the date of this press
release. Except as required by law, Surge disclaims any intention and assumes no obligation to update
or revise any forward-looking statements, whether as a result of new information, future events or
otherwise. Additionally, Surge undertakes no obligation to comment on the expectations of or
statements made by third parties in respect of the matters discussed above.
Neither the 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
release.