BitFrontier Capital Holdings, Inc. UNLOCKD Adds Third Brand to Growing Portfolio With Binding Agreement to Acquire 1ENERGY

Developed Functional Energy Platform Adds Brand, Formulations, IP and Creative Assets as UNLOCKD Continues Building Its Consumer Wellness Portfolio

LANCASTER, PA – September 15, 2026 (NEWMEDIAWIRE) – BitFrontier Capital Holdings, Inc., doing business as UNLOCKD Inc. (OTCID: BFCH) (“UNLOCKD” or the “Company”), today announced that it has entered into a binding Letter of Intent with XSBEV LLC and entrepreneur and brand strategist Christian Struzan to acquire substantially all assets associated with the 1ENERGY brand and functional energy-shot platform.

Subject to closing, 1ENERGY will become the third brand platform in the UNLOCKD portfolio, joining revenue-generating Ancient Extracts and EVERMIND, the Company’s pre-revenue functional wellness platform being prepared for commercialization.

The contemplated acquisition includes the 1ENERGY trademarks, formulations, product-development materials, packaging intellectual property, website and digital assets, creative content, manufacturing and supply-chain information, and other assets developed around the brand.

For UNLOCKD, the opportunity is straightforward: acquire a substantially developed consumer platform at what management believes are attractive economics rather than incur the time and expense required to recreate those assets independently.

“We are building a real portfolio,” said John P. Gorst, Chief Executive Officer of UNLOCKD. “Ancient Extracts is generating revenue. EVERMIND gives us commercialization-ready formulations and intellectual property. Now 1ENERGY gives us another developed consumer platform with significant work already completed across branding, formulation, packaging, creative and product development.”

Gorst continued, “That is exactly the type of opportunity we want to find. When meaningful time and capital have already gone into developing an asset, but the business has not reached its commercial potential, there can be an opportunity for UNLOCKD to acquire that foundation at a fraction of what we believe it could cost us to recreate independently.”

Repositioning 1ENERGY for the Functional Wellness Market

1ENERGY was developed around the consumer proposition “Energy Without the Edge.”

UNLOCKD intends to retain and build upon the existing brand foundation while moving away from the historical cannabinoid formulation. The Company plans to evaluate a CBD-free, non-cannabinoid formulation that may incorporate functional mushrooms, adaptogens, nootropics and other functional ingredients consistent with UNLOCKD’s broader wellness strategy.

Management believes the product requires targeted formulation work rather than development of an entirely new consumer platform.

“We aren’t starting with a blank sheet of paper,” Gorst said. “The brand exists. The creative exists. The product-development history exists. The intellectual property and manufacturing knowledge exist. We believe our opportunity is to modernize the formulation, activate the platform and get it back into the market.”

Acquisition Consideration Tied to Performance

Under the binding LOI, UNLOCKD may issue up to 250,000 shares of BFCH Preferred Stock as total potential acquisition consideration. Each Preferred Share is contemplated to be convertible into two shares of BFCH common stock, subject to the applicable terms of the Preferred Stock and the Company’s governing documents.

Importantly, only 75,000 Preferred Shares are contemplated to be issued upon closing. The remaining potential consideration must be earned through defined milestones involving complete technology and commercial transition, successful CBD-free commercialization and commencement of production, and ultimately achievement of $250,000 and $500,000 in cumulative gross margin.

“We structured this transaction around execution,” Gorst said. “The majority of the potential consideration has to be earned. If the asset transitions successfully, reaches commercial production and generates meaningful gross margin, the seller participates in that success. We believe that creates strong alignment for BFCH shareholders.”

Christian Struzan to Remain Involved and Advise UNLOCKD

The transaction also keeps the talent behind 1ENERGY involved in its next stage.

Christian Struzan is expected to continue contributing to 1ENERGY in a senior strategic, brand and creative capacity and to serve as an advisor to UNLOCKD as the Company continues building its broader portfolio.

Following successful commercialization, the parties contemplate operating 1ENERGY through a subsidiary owned 75% by UNLOCKD and 25% by Struzan, subject to definitive documentation and future dilution provisions.

“A tremendous amount of work went into building the 1ENERGY brand, from product development and formulation to packaging, creative strategy and the broader consumer proposition,” said Christian Struzan. “What attracted me to UNLOCKD was the opportunity to combine that foundation with a public-company platform focused on commercialization and growth. I’m excited not only about the next chapter for 1ENERGY, but about working with John, Jordan and the broader UNLOCKD team as we evaluate opportunities across the portfolio.”

Gorst added, “We aren’t simply acquiring the work, we are retaining access to the talent behind it. We believe Christian’s experience can create value not only for 1ENERGY, but across the broader UNLOCKD portfolio.”

The transaction is structured as an asset acquisition. UNLOCKD will not acquire XSBEV LLC and does not intend to assume its historical liabilities except for specific obligations expressly accepted by the Company in writing. Completion remains subject to confirmatory due diligence, Board approval, verification and transfer of the acquired assets, definitive transaction documentation and other customary closing conditions.

About 1ENERGY

1ENERGY is a consumer energy brand and functional energy-shot platform developed around the “Energy Without the Edge” brand proposition. The platform includes branding, formulations, packaging, digital and creative assets, product-development materials and related intellectual property.

Additional information about the existing 1ENERGY platform is available at 1energyshot.com.

About UNLOCKD Inc.

BitFrontier Capital Holdings, Inc., doing business as UNLOCKD Inc. (OTCID: BFCH), is building a consumer platform focused on functional wellness, nutritional health, cognitive performance and emerging consumer brands.

UNLOCKD’s portfolio includes Ancient Extracts, a revenue-generating functional wellness brand; EVERMIND, a functional wellness platform with formulations and intellectual property being prepared for commercialization; and, subject to closing, 1ENERGY, a developed functional energy platform.

UNLOCKD seeks to identify brands and consumer assets where management believes existing intellectual property, product development and brand equity can be acquired at attractive economics and activated through improved capitalization, operational execution and commercialization.

Investor and Media Contact

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

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding the contemplated acquisition and commercialization of 1ENERGY; product reformulation; potential ingredients; manufacturing and commercialization; achievement of transaction milestones; issuance and conversion of Preferred Stock; the contemplated 1ENERGY subsidiary and ownership structure; Christian Struzan’s anticipated involvement; commercialization of EVERMIND; growth of Ancient Extracts; and UNLOCKD’s acquisition and growth strategy.

Forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially. Although the parties have entered into a binding Letter of Intent, completion of the 1ENERGY transaction remains subject to closing conditions, including satisfactory due diligence, Board approval, verification and transferability of the acquired assets, definitive documentation and compliance with applicable law. There can be no assurance that the transaction will close on the contemplated terms or at all; that a reformulated product will be successfully developed, manufactured or commercialized; that any contemplated milestone will be achieved; or that the Company’s acquisition and commercialization strategy will produce the anticipated results.

The Preferred Shares contemplated by the transaction and any common shares issuable upon conversion are expected to constitute restricted securities and will not be registered for resale at issuance unless otherwise subsequently determined. No representation is made regarding the future market price, liquidity or economic value of any BFCH securities.

Readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to publicly update or revise such statements except as required by applicable law.

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News Source: BitFrontier Capital Holdings, Inc.