Castlebar Capital Corp. Announces Proposed Qualifying Transaction with Blockgration Holdings Inc.
Toronto, Ontario--(Newsfile Corp. - March 17, 2026) - Castlebar Capital Corp. (TSXV: CBAR.P) ("Castlebar" or the "Company") is pleased to announce that it has entered into a letter of intent dated December 18, 2025, and effective on March 16, 2026 (the "LOI") with Blockgration Holdings Inc. ("Blockgration") (together, the "Parties"), which outlines the general terms and conditions pursuant to which the Parties would be willing to complete a transaction that will result in a reverse take-over (the "RTO") of Castlebar by the shareholders of Blockgration (the "Transaction"). Pursuant to the LOI, Castlebar will acquire all of the outstanding securities of Blockgration, which bridges traditional payments with regulated digital finance. Through its global payment infrastructure and fintech partner network, it enables seamless customer payments across geographies through online, in-person, international and card channels. The proposed Transaction is not a "Non-Arm's Length Qualifying Transaction" pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The Transaction is intended to be Castlebar's "Qualifying Transaction" for purposes of the Exchange's capital pool company program.
About Blockgration Holdings Inc.
Blockgration provides financial technology infrastructure that enables organizations to design, launch, and operate modern payment and digital finance solutions. Through its payment orchestration platform, global payment infrastructure, and network of banking and fintech partners, Blockgration simplifies the deployment of scalable financial platforms across multiple markets.
Blockgration platforms integrates multiple payment methods and financial services through a unified technology layer, supporting online, in-person, card-based, and cross-border payment capabilities. Its API-driven architecture enables businesses to support multi-currency payments, global payouts, and digital wallet functionality. Blockgration's strength lies in combining established Web2 financial infrastructure with emerging Web3 technologies, including blockchain-enabled systems and AI-driven solutions that enhance transparency, automation, and operational efficiency, security and compliance across digital financial ecosystems.
Proposed Management and Board of the Resulting Issuer
Upon completion of the Transaction, the Resulting Issuer's management and board will be reconstituted. The board will consist of up to five directors, of which two will be nominees of Castlebar and up to three will be nominees of Blockgration.
Terms of the LOI
Pursuant to the LOI, Blockgration shareholders will exchange all their Blockgration shares (each a "Blockgration Share") for newly issued common shares of Castlebar (each a "Castlebar Share"). The consideration to Blockgration shareholders is expected to comprise 20,000,000 new Castlebar Shares assuming a price of C$0.20 per share and implying an equity value for Blockgration of C$40 million. It is currently anticipated that the Transaction will be effected by way of a three-cornered amalgamation, share exchange, merger, amalgamation, arrangement or other similar form of transaction as is acceptable to the parties, and approved by the Exchange and applicable regulatory authorities, and will be detailed in the definitive agreement (the "Definitive Agreement"). In connection with the Transaction, Blockgration may pay advisory fees to arm's length parties to Castlebar and Blockgration.
Share Consolidation and Share Issuance
Prior to the Closing, Castlebar intends to complete a consolidation of its outstanding Castlebar Shares on the basis of five (5) pre-consolidation Castlebar Shares for every one (1) post consolidation Castlebar Share (the "Castlebar Consolidation") and Blockgration intends to complete a consolidation of its outstanding Blockgration Shares on the basis of 10.671 pre-consolidation Blockgration Shares for every one (1) post consolidation Blockgration Share (the "Blockgration Consolidation").
Concurrent Financing
Prior to closing, Blockgration must complete a private placement financing in the minimum amount of $5,000,000 (the "Concurrent Financing") which is expected to be by way of subscription receipts in Blockgration (each a "Subscription Receipt") on the basis of $2.00 for each Blockgration Subscription Receipt. Each Subscription Receipt will automatically convert into one Castlebar Share and one-half of one common share purchase warrant (the "Warrants"). The Castlebar Shares and Warrants issued upon conversion of the Subscription Receipts will then be immediately exchanged for one common share of the entity established as a result of the completion of the Qualifying Transaction (the "Resulting Issuer") (the "Resulting Issuer Share") and one-half of one Resulting Issuer common share warrant (each a "Resulting Issuer Warrant"). Each whole Resulting Issuer Warrant is exercisable to acquire one Resulting Issuer Share at a price of C$3.00 for a period of two years. Blockgration may pay customary broker and finder's fees and expenses in connection with the Concurrent Financing, in accordance with TSXV Policy 2.4. Net proceeds of the Concurrent Financing are expected to be used for regulatory expansion and licensing, scaling of technology and platform infrastructure, marketing and partner onboarding initiatives including cross-border corridor development, general working capital, and transaction expenses.
Completion of the Transaction is subject to a number of conditions, including but not limited to, satisfactory completion of due diligence by Castlebar, execution of a Definitive Agreement, the completion of the Concurrent Financing, the approval by the shareholders of the Parties (if required), receipt of all requisite regulatory, stock exchange, court or governmental authorizations and consents, including the Exchange, and Exchange acceptance. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the 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 Halt
Castlebar has requested its common shares to be halted by the Exchange pending review of the materials for the Transaction. Trading in the common shares of Castlebar is expected to remain halted until the closing or termination of the Transaction. Upon completion of the Qualifying Transaction, it is expected that the Resulting Issuer will be a Tier 2 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.
Sponsorship
Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with the Exchange policies. Castlebar is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange, however, there is no assurance that Castlebar will ultimately obtain this exemption. Castlebar intends to include any additional information regarding sponsorship in a subsequent press release.
Further Information
Upon consummation of the Definitive Agreement, a comprehensive news release will be issued setting out the terms of the proposed Transaction, the additional terms of the Concurrent Financing in connection with the Transaction and other material information as it becomes available.
About Castlebar Capital Corp.
Castlebar is a capital pool company in accordance with Exchange Policy 2.4 and its principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.
Cautionary Statements and Note Regarding Forward-Looking Information
Certain statements contained in this news release constitute "forward‐looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Company, including the Company's proposed goal of completing a Qualifying Transaction, the Concurrent Financing, sponsorship, the use of proceeds, the anticipated business of the Resulting Issuer, are intended to identify forward‐looking information. All statements other than statements of historical fact may be forward‐looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward‐looking information. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward‐looking information to vary from those described herein should one or more of these risks or uncertainties materialize. These factors include, without limitation: receipt of applicable director, shareholder and regulatory approval of a Qualifying Transaction; changes in law; the ability to implement business strategies and pursue business opportunities; state of the capital markets; the availability of funds and resources to pursue operations; as well as general economic, market and business conditions, as well as those risk factors discussed or referred to in disclosure documents filed by the Company with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward‐looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward‐looking information. The forward‐looking information included in this news release is made as of the date of this news release and the Company undertakes no obligation to publicly update or revise any forward‐looking information, other than as required by applicable law.
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.
Not for distribution to U.S. news wire services or dissemination in the United States
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/288903
Source: Castlebar Capital Corp.
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