UNLOCKD Inc. Executes Binding LOI to Acquire Ancient Extracts USA, Adding Revenue-Generating DTC Wellness Brand

UNLOCKD Inc. (OTCID: BFCH), a public platform focused on acquiring and scaling wellness and functional nutrition brands, announced today the execution of a binding Letter of Intent (LOI) to acquire 100% of VerdaGenix, LLC, the operating entity behind the Ancient Extracts USA brand. The transaction, structured as an equity-based acquisition with an aggregate purchase price of approximately $490,000 (subject to adjustment), is expected to add revenue-generating operations, proprietary formulations, intellectual property, and a fully integrated direct-to-consumer (DTC) infrastructure to the UNLOCKD platform. Upon closing, VerdaGenix will operate as a wholly owned subsidiary.

Ancient Extracts is a DTC wellness brand offering botanical formulations including mushroom coffee, ceremonial-grade matcha, and shilajit-based products. The brand operates active customer acquisition channels across TikTok, Amazon, and META, supported by established digital marketing data, repeat customers, and scalable e-commerce infrastructure. This acquisition positions UNLOCKD within high-growth global categories such as functional beverages, adaptogens, and plant-based wellness, which collectively represent a multi-billion-dollar market opportunity driven by increasing demand for performance, energy, and longevity-focused products.

Jordan P. Balencic, D.O., Chairman and Chief Executive Officer of UNLOCKD, stated, “This transaction adds a revenue-generating DTC engine and vertically integrated product capabilities to the platform. This combination strengthens our ability to scale brands, expand margins, and accelerate new product development.”

As part of the transaction, John P. Gorst will join UNLOCKD’s executive management team following closing. Mr. Gorst brings over 30 years of experience building and leading public and private companies, including serving as Chairman and CEO of multiple publicly traded companies. Over his career, he has raised more than $100 million in capital and has extensive experience in capital markets, corporate strategy, and scaling consumer-focused businesses. Management believes the addition of Mr. Gorst strengthens UNLOCKD’s leadership with proven capital formation expertise and public market experience, positioning the company to accelerate execution and access to growth capital.

The Company also intends to explore integration of its EVERMIND™ platform into the combined business, including potential product extensions and formulation enhancements across the Ancient Extracts portfolio. Management believes this strategy may unlock additional product innovation and expand the Company’s presence across multiple functional wellness categories. The parties are progressing through due diligence and intend to move expeditiously toward execution of a definitive Purchase and Sale Agreement, subject to customary conditions.

In connection with the proposed acquisition, the Company expects to close a financing aligned with the transaction, targeting approximately $300,000 in capital to support inventory expansion, marketing scale, and new product development. Management believes aligning capital with revenue-generating assets is a key driver of scalable growth across the UNLOCKD platform. The transaction remains subject to completion of due diligence, execution of definitive agreements, and satisfaction of customary closing conditions.

For more information about Ancient Extracts, visit https://www.ancientextracts.com. For corporate information on UNLOCKD Inc., visit www.UNLOCKDinc.com and view current filings on OTC Markets.