Star Metro - Jo-Jo Capital Enters into Letter of Intent with Primeblock and Announces Management Updates

Overview of the Proposed Transaction

Pursuant to the LOI, Jo-Jo and Primeblock have agreed to pursue a business combination transaction, which may be completed by way of a merger, amalgamation, plan of arrangement, share exchange, or other similar transaction structure, as may be mutually agreed by the parties and subject to applicable regulatory approvals. Upon completion of the Proposed Transaction, it is anticipated that Primeblock would become the operating business of the resulting issuer and that the shareholders of Primeblock would hold a majority of the outstanding voting securities of the resulting issuer.

The completion of the Proposed Transaction is expected to be subject to customary conditions, including completion of satisfactory due diligence, the negotiation and execution of a definitive agreement, Exchange acceptance, shareholder approvals where required, and the completion of any required financing in connection with the Proposed Transaction.

About Primeblock Inc.

Primeblock is a Canadian fintech company that provides yield generation solutions for institutional holders of digital assets. Institutional AUM of the major digital currencies has reached an all-time high on both a relative and absolute basis, reflecting consistent growth in the face of volatility. Structural factors are driving continued adoption of digital assets by institutions, and this AUM growth is driving the need to generate yield on otherwise dormant holdings. Primeblock's scaled, compliant asset management platform provides access to specialized yield-genating solutions for fintechs, crypto exchanges and enterprises to unlock value from digital assets by constructing customized portfolios that combine a wide range of curated, diversified, and risk-managed strategies across decentralized (DeFi) and centralized (CeFi) ecosystems.

Operating under compliant frameworks, Primeblock has developed a premier investment infrastructure for B2B, B2B2B, and B2B2C service models, offering both custodial and non-custodial asset management solutions.

Cautionary Statements

The LOI is non-binding and there can be no assurance that the Proposed Transaction will be completed as proposed or at all. Completion of the Proposed Transaction remains subject to a number of conditions, including but not limited to Exchange acceptance and, where applicable, shareholder approval.

Investors are cautioned that, except as disclosed in the required filing statement or management information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Trading in the common shares of the Company is expected to remain halted pending satisfaction of Exchange requirements and until the closing or termination of the Proposed Transaction. Upon completion of the Proposed Transaction, it is expected that the Company will be a Tier 2 Technology Issuer on the Exchange. The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Management Updates

Jo-Jo Capital is also pleased to announce several management and board updates.

The Company has appointed Matthew Lewis to its Board of Directors. Mr. Lewis brings more than 20 years of experience in the Canadian capital markets industry. He currently serves as Chief Executive Officer of Steadright Minerals and is a partner of a prominent Canadian small-cap capital markets media platform. Mr. Lewis' experience in public company leadership, investor communications, and capital markets strategy is expected to be an asset to the Company as it advances its qualifying transaction.

In addition, Carmelo Marrelli, principal of Marrelli Support Services Inc., has been appointed as Chief Financial Officer and Acting Chief Executive Officer of the Company, effective April 2, 2026. Mr. Marrelli replaces Peter Schloo, who previously served in these roles. The Company thanks Mr. Schloo for his contributions and service.

The foregoing appointments are subject to the final approval of the TSX Venture Exchange.

About Jo-Jo Capital Canada Ltd.

Jo-Jo Capital Canada Ltd. is a Canada-based capital pool company listed on the TSX Venture Exchange. The principal business of the Company is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction under the policies of the Exchange. Jo-Jo has not commenced commercial operations and has no assets other than cash.

On behalf of the Board of Directors
Carmelo Marrelli
Chief Financial Officer
Jo-Jo Capital Canada Ltd.
[email protected]
(416) 848-0106

Forward-Looking Statements Disclaimer

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.

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Jo-Jo assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to Jo-Jo. Additional information identifying risks and uncertainties is contained in filings by Jo-Jo with the Canadian securities regulators, which filings are available at www.sedarplus.ca.

Forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, among other things, changes in general economic, business and political conditions, and the availability of financing.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update forward-looking statements except as required by law.

SOURCE: Jo-Jo Capital Canada Ltd.

View the original press release on ACCESS Newswire

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