UNLOCKD (BFCH) Signs Binding LOI to Acquire Ancient Extracts UK, Adding Nearly $1 Million in Annualized Revenue Upon Closing

Proposed Acquisition Would Bring Ancient Extracts UK Into UNLOCKD's Portfolio, Expanding Its Revenue-Generating Operations Through a Structured Equity Transaction With Defined Financing, Audit, and Closing Requirements

LANCASTER, PA - November 3, 2026 (NEWMEDIAWIRE) - BitFrontier Capital Holdings, Inc. (OTCID: BFCH), doing business as UNLOCKD Inc. (“UNLOCKD” or the “Company”), today announced that it has signed a binding Letter of Intent (“LOI”) to acquire 100% of Ancient Extracts Ltd, operating as Ancient Extracts UK, an established British direct-to-consumer functional wellness business.

Ancient Extracts UK currently reports approximately $77,000 in monthly revenue, representing an annualized revenue run rate of approximately $920,000 based on preliminary management-provided financial information. With revenue continuing to grow organically, the business is approaching the $1 million annualized revenue milestone. Management views this as an early milestone in a substantially larger growth opportunity. In a subsequent announcement, the Company intends to outline its vision for building Ancient Extracts into a business capable of generating $100 million or more in annual revenue, supported by the scale achieved by comparable wellness brands and the broader addressable market.

The proposed acquisition would bring Ancient Extracts UK together with UNLOCKD's existing Ancient Extracts USA business, establishing a presence in both the United States and United Kingdom.

Transaction Overview

Under the binding LOI dated October 26, 2026, UNLOCKD proposes to acquire 100% of Ancient Extracts UK for $1.8 million in restricted BFCH common stock, with additional founder management equity, performance-based incentives, financing-linked cash consideration, and continuing employment arrangements contemplated under the agreement.

Closing is conditioned upon BFCH raising at least $500,000 in qualifying financing, completion of an acceptable financial audit of Ancient Extracts UK, satisfactory due diligence, required approvals, and execution of definitive agreements. The LOI includes a 120-day exclusivity period.

“This LOI is structured to align the transaction with execution,” said John P. Gorst, Chief Executive Officer of UNLOCKD. “The proposed acquisition provides for BFCH to acquire 100% of Ancient Extracts UK primarily through restricted common stock, with additional consideration tied to management participation, performance, and financing. Just as importantly, closing is conditioned upon qualifying capital, completion of an acceptable financial audit, satisfactory due diligence, and definitive agreements. We believe this structure establishes a clear framework for advancing the transaction while safeguarding the interests of BFCH and its shareholders.”

The acquisition remains subject to its closing conditions, and there can be no assurance that the proposed transaction will be completed.

Next Steps

UNLOCKD intends to advance the required financing, financial audit, due diligence, and definitive transaction documentation in accordance with the terms of the LOI.

The Company expects to provide additional details regarding Ancient Extracts UK's operating economics, gross margins, customer retention, subscription revenue, digital marketing performance, and the broader commercial opportunity for the combined Ancient Extracts businesses in a subsequent announcement expected November 5, 2026.

About UNLOCKD Inc.

BitFrontier Capital Holdings, Inc. (OTCID: BFCH), doing business as UNLOCKD Inc., is a publicly traded holding company building a diversified consumer health and wellness platform through the strategic acquisition, development, and commercialization of differentiated brands, products, and intellectual property.

The Company's portfolio includes Ancient Extracts USA, a revenue-generating functional wellness business with an expanding product portfolio and distribution strategy; EVERMIND, a functional wellness platform with proprietary formulations and intellectual property; and 1ENERGY, a developed functional energy-shot brand.

UNLOCKD focuses on acquiring and scaling consumer businesses and brands with established market potential, differentiated products, and opportunities for commercial expansion. Through strategic investment, product innovation, operational integration, and expanded distribution, the Company seeks to accelerate revenue growth, strengthen its operating businesses, and create long-term shareholder value.

Website: https://unlockdinc.com/

About Ancient Extracts UK

Ancient Extracts UK is a functional wellness business offering mushroom-based products, specialty coffee formulations, Himalayan shilajit, ceremonial matcha, and other wellness products. The company operates an established direct-to-consumer e-commerce business with recurring subscription customers and a diversified product portfolio.

Website: https://www.ancientextracts.co.uk/

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable securities laws, including statements regarding the proposed acquisition of Ancient Extracts UK, anticipated financing, audit and closing activities, future revenue contributions, organic growth, integration of US and UK operations, and expected business expansion.

These statements involve risks and uncertainties, including the Company's ability to secure the required financing, complete due diligence and an acceptable financial audit, execute definitive agreements, obtain necessary approvals, retain key management, and successfully integrate the businesses. Actual results may differ materially from those anticipated.

Financial information concerning Ancient Extracts UK is preliminary, management-provided, and unaudited. Annualized revenue figures are extrapolated from reported monthly results and do not represent actual trailing-12-month revenue or guaranteed future performance. There can be no assurance that Ancient Extracts UK will achieve a $1 million annualized revenue run rate within any particular period.

Readers should not place undue reliance on forward-looking statements. Except as required by law, the Company undertakes no obligation to update them.

Investor and Media Contact

John P. Gorst
Chief Executive Officer
UNLOCKD Inc.
John.gorst@unlockdinc.com
https://unlockdinc.com/
OTCID: BFCH

News Source: BitFrontier Capital Holdings, Inc.