San Diego, California and Vancouver, British Columbia--(Newsfile Corp. - September 15, 2026) - CyberCatch Holdings, Inc. (TSXV: CYBE) (OTCQB: CYBHF) ("CyberCatch" or the "Company") is pleased to announce that it has filed and is in the process of mailing its management information circular (the "Circular") and related materials for the annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares of CyberCatch (the "Shares"), the holders (the "Optionholders") of options to purchase Shares ("Options") and the holders (the "Warrantholders", and together with the Shareholders and the Optionholders, collectively, the "Securityholders") of warrants to purchase Shares ("Warrants") with the Meeting to be held at 10:00 a.m. (Vancouver time) on October 14, 2026.

At the Meeting, Securityholders will be asked to approve, among other things, the previously announced plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Arrangement"), pursuant to which 1602628 B.C. Ltd. (the "Purchaser"), a wholly-owned subsidiary of Datavault AI Inc. ("Datavault"), will acquire all of the issued and outstanding Shares for US$3.22 in cash per Share (the "Consideration"), subject to certain adjustments set out in the arrangement agreement dated August 17, 2026 entered into between the Company, Datavault and the Purchaser (the "Arrangement Agreement").

Unanimous Board Recommendation

The Board of Directors of CyberCatch (the "Board"), having undertaken a thorough review and after consulting with its financial and legal advisors, and the unanimous recommendation of the special committee of the Board (the "Special Committee") (which included receipt of the Fairness Opinion from its Financial Advisor) has unanimously determined that the Arrangement is in the best interests of CyberCatch (taking into account the interests of all affected stakeholders) and that the Consideration to be received by the Securityholders pursuant to the Arrangement is fair to Securityholders. Accordingly, the Board has unanimously approved the Arrangement and unanimously recommends that Securityholders vote FOR the Arrangement.

Reasons for Recommendation

In reaching the conclusion to recommend that Securityholders vote FOR the Arrangement, the Board carefully considered a number of factors, including, among others, the following:

• Significant Premium to Shareholders. The Purchaser has offered Shareholders a significant premium to the Share price. Each Shareholder will receive US$3.22 per Share exchanged, subject to certain adjustments as set out in the Arrangement Agreement, which reflects a 180% premium to the closing price of the Shares on the TSX Venture Exchange (the "TSXV") of US$1.15 ($1.60) on August 14, 2026, the last trading day of the Shares prior to the announcement of the Arrangement.

• Cash Consideration. The consideration to be paid to Shareholders will be comprised entirely of cash thereby providing Shareholders with immediate liquidity and certainty of value.

• Strategic Review. The determination to proceed with the Arrangement was reached as part of a strategic review that included consideration by the Board of a broad range of value-enhancing options.

• Fairness Opinion. Evans & Evans, Inc. (the "Financial Advisor"), the independent financial advisor to the Special Committee, provided its opinion (the "Fairness Opinion") to the Special Committee to the effect that, as of August 14, 2026, and subject to the assumptions, limitations and qualifications set out in the Fairness Opinion, the Arrangement Agreement and Consideration is fair, from a financial point of view, to the Securityholders.

A full description of the factors considered by the Special Committee and the Board is included in the Circular under the heading "The Arrangement - Reasons for the Recommendation".

Interim Order

On September 11, 2026, the Company obtained an interim order of the Supreme Court of British Columbia (the "Court") providing for the calling and holding of the Meeting, the granting of dissent rights and addressing other procedural matters related to the Arrangement and the conduct of the Meeting (the "Interim Order"). A copy of the Interim Order is attached as Appendix D to the Circular.

Meeting Information and Circular

The Meeting will be held in person at the office of McMillan LLP, counsel to CyberCatch, at 1500 - 1055 West Georgia Street, Vancouver, BC V6E 4N7 at 10:00 a.m. (Vancouver time) on October 14, 2026. The Board has fixed the close of business on August 28, 2026 as the record date for the determination of Securityholders entitled to receive notice of and vote at the Meeting (the "Record Date").

To be effective, the Arrangement must be approved by at least: (a) two-thirds (66⅔%) of the votes cast by Shareholders present in person or represented by proxy at the Meeting; (b) two-thirds (66⅔%) of the votes cast by Securityholders present in person or represented by proxy at the Meeting, voting together as a single class; and (c) a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting, excluding for this purpose votes attaching to Shares held by certain Shareholders described in items (a) through (d) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (the "Required Securityholder Approval"). Each Shareholder is entitled to one vote in respect of each Share held, each Optionholder is entitled to one vote in respect of each Option held, and each Warrantholder is entitled to one vote in respect of each Warrant held, in each case, with respect to the matters on which they are entitled to vote.

The Circular contains, among other things, details concerning the Arrangement, the background to and reasons for the Board and Special Committee recommendations, the requirements for the Arrangement to become effective, the procedure for receiving consideration payable under the Arrangement, procedures for voting at the Meeting and other related matters, including standard annual general meeting matters. Securityholders are urged to carefully review the Circular and related Meeting materials as they contain important information regarding the Arrangement and its consequences to Securityholders. Copies of the Circular and related Meeting materials are available under the Company's SEDAR+ profile at www.sedarplus.ca.

How to Vote

Registered Shareholders, Optionholders and Warrantholders as of the Record Date can vote by attending the Meeting in person or by completing, dating and signing the form of proxy enclosed with the Circular and returning it to Computershare Investor Services Inc. ("Computershare") by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail to 320 Bay Street, 14^th Floor, Toronto, Ontario M5H 4A6 or by hand delivery at 3^rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, or via the internet at www.investorvote.com by following the instructions provided on the website and the 15-digit control number specified in the enclosed form of proxy not later than 10:00 a.m. (Vancouver time) on October 9, 2026, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Non-registered beneficial Shareholders as of the Record Date, being Shareholders who hold Shares through a broker, bank or other intermediary, should carefully follow the instructions on the voting instruction form that they receive from their intermediary in order to vote the Shares that are held through that intermediary. Most intermediaries now delegate instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically prepares a voting instruction form with a 16-digit control number that it delivers to non-registered (beneficial) Shareholders and asks them to return instructions directly to Broadridge. For your Shares to be voted, you must follow the instructions on the voting instruction form that is provided to you. The voting instruction form must be returned to Broadridge (or other intermediary) well in advance of the Meeting to ensure that Shares are voted.

Securityholder Questions and Assistance

Securityholders who would like additional copies, without charge, of the Circular or have additional questions about the Arrangement, including the procedures for voting or completing transmittal documents, should contact their broker or other intermediary or CyberCatch Investor Relations at 1-866-756-2923 or info@cybercatch.com.

Timing

The closing of the Arrangement is subject to the satisfaction or waiver (where applicable) of certain customary closing conditions, including receipt of the Required Securityholder Approval, receipt of the approval of the Court and the approval of the TSXV. Assuming all conditions are satisfied or waived, it is expected that the Arrangement will be completed in the fourth quarter of 2026.

About CyberCatch

CyberCatch Holdings, Inc. (TSXV: CYBE) (OTCQB: CYBHF) provides a proprietary, AI-enabled Software-as-a-Service (SaaS) solution that provides continuous compliance and cyber risk mitigation to organizations in critical segments, so they can be safe from cyber threats. The CyberCatch platform focuses on solving the root cause of why cyberattacks are successful: security holes from control deficiencies. It first helps implement all mandated and necessary controls, then the platform automatically and continuously tests the controls from three dimensions (outside-in, inside-out and social engineering) to find control failures so one can fix them promptly to stay compliant and safe from attackers. Learn more at: https://www.cybercatch.com.

Forward-Looking Statements

This news release includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, are forward-looking statements. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements regarding the expected timing of the Meeting; the expected timing of the completion of the Arrangement; the satisfaction of the conditions precedent to the Arrangement; the receipt of Securityholder and Court approvals; the benefits of the Arrangement to Securityholders; and the expected consideration to be received by Securityholders. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable

assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. A variety of inherent risks, uncertainties and factors, many of which are beyond the Company's control, affect the operations, performance and results of the Company and its business, and could cause actual events or results to differ materially from estimated or anticipated events or results expressed or implied by forward-looking statements. Some of these risks, uncertainties and factors include: general business, economic, competitive, political and social uncertainties, delays or changes in plans with respect to projects or capital expenditures; conclusions of economic evaluations; changes in labour costs and other costs and expenses as anticipated, labour disputes and other risks of the cybersecurity industry.

Any statements or information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "anticipates", "believes", "plans", "estimates", "intends", "targets", "goals", "forecasts", "objectives", "potential" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be considered forward-looking information. The Company's forward-looking information is based on the assumptions, beliefs, expectations and opinions of management as of the date of this news release and includes, but is not limited to, information with respect to the Arrangement, the payment of the consideration and receipt of all necessary approvals therefor. Other than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking information if circumstances or management's assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such statements or information. For the reasons set forth above, investors should not place undue reliance on forward-looking information.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/314346

Source: CyberCatch Holdings, Inc.