TORONTO, ON / ACCESS Newswire / June 4, 2025 / Spetz Inc. (the "Company" or "Spetz") (CSE:SPTZ)(OTC PINK:DBKSF) is pleased to announce that it has entered into an agreement, signed on June 3, 2025, for the sale of its legacy operating business, the Spetz app platform, along with all associated liabilities and subsidiaries, including its holdings in Spetz Tech Ltd. (Israel), to Mr. Josepf Nevo.

This divestiture marks a strategic shift for the Company as it pivots fully toward its blockchain infrastructure subsidiary, SonicStrategy Inc., now positioned as the primary business focus of Spetz. The transaction will remove legacy liabilities from the Company's balance sheet and allow Spetz to redeploy its resources toward expanding its presence within the Sonic blockchain ecosystem through validator infrastructure, staking, and DeFi strategy deployment.

"This transaction allows us to cleanly exit a business that no longer aligns with our strategic direction," said Mitchell Demeter, CEO and Director of Spetz. "By removing the operational and financial burden of the legacy Spetz app, we can now dedicate our full attention to scaling SonicStrategy into a premier public-market vehicle for blockchain infrastructure and innovation."

The consideration for the transfer of all shares and interests in the aforementioned subsidiaries to Mr. Nevo is CDN$1.00 since, by acquiring the shares of the subsidiaries, Mr. Nevo acquired, indirectly, the associated assets and liabilities of the legacy Spetz operating entities. No further liabilities related to the divested entities will remain on Spetz's balance sheet.

In addition, and concurrently with the divestiture, Mr. Nevo and Mr. Ofir Friedman agreed to release the Company from all outstanding debts, liabilities and obligations owing by the Company to Messrs. Nevo and Friedman, including those owing or arising under any existing convertible debenture or any severance entitlement pursuant to any contract of any of them entered into with the Company. The aggregate value of the release of such obligations is approximately $476,400 USD.

Mr. Nevo is not an officer or director of the Company, however he is an officer and director of the legacy Spetz operating entities and therefore may be considered a "related party" of the Company for the purposes of applicable securities laws and stock exchange rules. Accordingly, the divestiture of the legacy Spetz operating entities to Mr. Nevo constitutes a related party transaction, but is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as the Company's securities are not listed on any stock exchange identified in Section 5.5(b) of MI 61-101 and the fair market value of the legacy Spetz operating entities sold to Mr. Nevo under the agreement does not exceed 25% of the Company's market capitalization. The Company did not file a material change report 21 days before the divestiture as the parties just completed the negotiations of the terms of the agreement.

No finder's fees were paid in connection with this transaction.

Further updates will be provided as Spetz continues to execute on its new strategic vision.

About Spetz Inc.
Spetz Inc. (CSE:SPTZ)(OTC PINK:DBKSF) is the parent company of SonicStrategy Inc., a public-market gateway to the Sonic blockchain ecosystem. Spetz provides institutional investors with compliant exposure to staking infrastructure and DeFi strategies across the Sonic network.

Spetz Website: www.spetz.app
Sonic Strategy Website: www.sonicstrategy.io

Company Contacts:

Investor Relations
Email: Investors@sonicstrategy.io

Mitchell Demeter
Email: mitchell@sonicstrategy.io
Phone: +1-345-936-9555

NEITHER THE CANADIAN SECURITIES EXCHANGE, NOR THEIR REGULATION SERVICES PROVIDERS HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Cautionary Note Regarding Forward-looking Statements

Certain information herein constitutes "forward-looking information" under Canadian securities laws, reflecting management's expectations regarding objectives, plans, strategies, future growth, results of operations, and business prospects of the Company. Words such as "may", "plans," "expects," "intends," "anticipates," "believes," and similar expressions identify forward-looking statements, which are qualified by the inherent risks and uncertainties surrounding future expectations.

Forward-looking statements are based on a number of estimates and assumptions that, while considered reasonable by management, are subject to business, economic, and competitive uncertainties and contingencies. The Company cautions readers not to place undue reliance on these statements, as forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from projected outcomes. Factors influencing these outcomes include economic conditions, regulatory developments, competition, capital availability, and business execution risks. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, including, the closing of additional tranches of the Private Placement, how the Company will use of the net proceeds of the Private Placement or if any Warrants or Finder's Warrants will ever be exercised.

The forward-looking information contained in this press release represents Spetz's expectations as of the date of this release and is subject to change. Spetz does not undertake any obligation to update forward-looking statements, except as required by law.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, and shall not constitute an offer, solicitation or sale in any state, province, territory or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, province, territory or jurisdiction. None of the securities issued in the Private Placement will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act.

We seek Safe Harbor.

SOURCE: Spetz Inc