Circle8 Group, Inc.

Circle8 Group has executed a definitive settlement agreement with SPP Credit Advisors that releases, cancels and discharges the company's $35 million Convertible Seller's Note due March 2027. The agreement resolves all outstanding litigation, cures existing defaults, eliminates default interest and restores the remaining indebtedness to its contractual non-default interest rate. As part of the transaction, SPP will grant Circle8 an irrevocable option to purchase approximately 21.9 million existing shares for $0.0001 per share, while the company issues approximately 21.9 million newly registered shares to SPP, and SPP will immediately relinquish all voting, dividend and other shareholder rights on the existing shares. The settlement also establishes an approximately 18-month orderly share disposition framework to facilitate repayment of the remaining indebtedness. Circle8 CEO Guus Franke called the agreement an important turning point that strengthens the company's financial position and removes a major source of uncertainty.