Company Announces Closing of First Tranche of $2 Million Private Placement

Vancouver, British Columbia--(Newsfile Corp. - July 10, 2025) - Digital Commodities Capital Corp. (CSE:DIGI) (OTCQB:DGCMF) (FSE: W040) ("Digital Commodities" or the "Company") is pleased to announce the closing of the first tranche of its non-brokered private placement previously announced on July 9, 2025 (the "Financing").

The first tranche consisted of the issuance of 13,333,333 units of the Company (each, a "Unit") at a price of $0.075 per Unit for gross proceeds of approximately $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.

Mogo Inc. (TSX:MOGO) (NASDAQ:MOGO), ("Mogo") a leading Canadian financial technology company, participated in the first tranche of the Financing as a strategic investor with a cornerstone investment of $1 million. Mogo's participation represents a strong endorsement of Digital Commodities' vision to build a differentiated public platform focused on acquiring and deploying alternative forms of value—including Bitcoin and precious metals — as functional equivalents to fiat currency for the purpose of sourcing and completing strategic investments.

"This investment by Mogo represents a strong vote of confidence in our model and momentum," said Brayden Sutton, Founder and CEO of Digital Commodities. "Mogo brings deep market expertise, a forward-thinking approach to digital assets, and a long-term view that aligns perfectly with our mission. Their support strengthens our ability to execute our strategy with discipline and transparency as we leverage non-fiat assets like Bitcoin in a pragmatic, transactional capacity."

Greg Feller, President & Co-founder of Mogo added: "We see Bitcoin and gold as increasingly important stores of value in a world of fiat uncertainty. Digital Commodities' focus on using these assets as a foundation for disciplined capital deployment is a forward-looking strategy that aligns with our belief in both Bitcoin and sound investing principles."

The net proceeds from this tranche of the Financing will be used to advance Digital Commodities' dual-pronged treasury strategy focused on acquiring Bitcoin and physical gold-two of the most resilient stores of value in history. 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.

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, under which the Company may accelerate the expiry date 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. Prospective investors should read this offering document before making an investment decision.

Early Warning Disclosure

Mogo acquired 13,333,333 Units pursuant to the Financing for total consideration of $1,000,000 (the "Investment"). Immediately prior to the Investment, Mogo did not beneficially own or control any common shares or other securities of the Company. Immediately following closing of the Investment, Mogo beneficially owns or controls 13,333,333 common shares and 13,333,000 Warrants, representing approximately 8.74% of the issued and outstanding common shares of the Company on a non-diluted basis and 16.07% of the issued and outstanding common shares of the Company on a partially-diluted basis, assuming the full exercise of the Warrants held by Mogo.

Mogo acquired the Common Shares for investment purposes only. Depending upon market conditions and other factors, Mogo may, from time to time, acquire or dispose of additional securities of the Company, in the open market, by private agreement or otherwise, or acquire interests in or enter into related financial instruments involving securities of the Company.

The Company's head office is located at 15^th Floor, 1111 Hastings Street, Vancouver, BC, Canada, V6E 2J3. The common shares of the Company are listed for trading on the CSE "DIGI" and on the OTCQB under the symbol "DGCMF".

A copy of Mogo's early warning report with respect to the Investment will be filed under the Company's profile on SEDAR+ (www.sedarplus.ca) in accordance with applicable Canadian securities laws. For more information or to obtain a copy of the report, please contact Ms. Christy Cameron, VP, Investor Relations, at (604) 659-4380. The principal place of business of Mogo is located at Suite 516-409 Granville Street, Vancouver, BC, Canada, V6C 1T2.

About Digital Commodities Capital Corp.

Digital Commodities is a public investment issuer building a differentiated capital platform backed by a Bitcoin and precious metals treasury. Its mission is to acquire hard, non-fiat assets as a capital base while leveraging them as transactional currency for strategic investments across high-growth sectors. The Company's focus is on value creation through disciplined capital allocation rooted in sound money principles.

On behalf of the board of directors of Digital Commodities

Brayden Sutton

Chief Executive Officer and Director

Investor Relations
Phone: (778)-656-0377
Email: info@digitalcommodities.com
Web: www.digitalcommodities.com

Disclaimer
Forward-Looking Statements

This release 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 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 news release and include, without limitation, statements regarding the completion of the Financing, the anticipated use of the net proceeds of the first tranche of the Financing, Digital's vision 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, Digital's plan to leverage non-fiat assets like Bitcoin in a pragmatic, transactional capacity, that Bitcoin is becoming increasingly relevant in the evolution of global value exchange. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

In making the forward-looking statements in this news release, the Company has applied certain material assumptions, including without limitation, that the Company will complete the remaining tranches of the Financing on the terms and conditions expected, 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 Digital will leverage non-fiat assets like Bitcoin in a pragmatic, transactional capacity and 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 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 will not receive the required corporate approvals for the completion of the Financing, that the Financing will fail to increase shareholder value, 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 take a disciplined and transparent approach to building high-quality BTC exposure, 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, that the Financing will not close within the time frame expected, 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 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.

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES

Corporate Logo

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/258379

Mogo Inc. Makes Strategic $1 Million Investment in Digital Commodities