TROOPS Signs Conditional Agreement To Acquire EFFORCE, Expanding Digital Asset And Sustainability Ventures; Co-Founder Steve Wozniak To Remain Shareholder Of EFFORCE After Deal; No Terms Disclosed

TROOPS, Inc. (NASDAQ:TROO) ("TROOPS" or the "Company"), a diversified conglomerate spanning financial technology and insurance services, today announced that it has entered into a conditional sales and purchase agreement with EFFORCE Group ("EFFORCE").This strategic combination unites TROOPS' robust ecosystem with EFFORCE's blockchain infrastructure and regulatory credentials. Founded by Apple co-founder Steve Wozniak, EFFORCE has established a strong presence in the digital asset and sustainability sectors through its focus on innovative technology-driven solutions. Mr. Wozniak remains a shareholder of EFFORCE following the transaction.The proposed merger is intended to bring together complementary strengths across technology, regulatory compliance, business development, and market access. By combining their respective capabilities, the parties aim to create a stronger platform positioned to pursue opportunities across multiple segments of the evolving digital asset economy.A Multi-Vertical Ecosystem: Beyond Crypto TradingThrough this merger, TROOPS is going to gain access to EFFORCE's frameworks, expanding its operational scope beyond traditional cryptocurrency exchange capabilities into synergistic digital verticals including potential access to carbon credit and green certificate trading.The combined group intends to leverage its expanded infrastructure and industry expertise to pursue opportunities spanning digital assets, sustainability-focused initiatives, financial services integration, and related technology-driven business models.The transaction is expected to provide a foundation for future growth while enhancing the group's ability to serve institutional and commercial clients across multiple markets.Strategic Leadership Insights"This merger represents a significant milestone for TROOPS as we continue to expand our digital asset infrastructure and diversified business platform," said Damian Thurnheer, President and CEO of TROOPS, Inc. "The combination of EFFORCE's technology, regulatory capabilities, and industry expertise with TROOPS' existing operations creates new opportunities for growth, innovation, and value creation."Sergio Carloni, CEO of EFFORCE Group added, "The combination of EFFORCE's licensing framework, digital asset expertise, and sustainability-focused initiatives with TROOPS' market presence creates a strong foundation for future development across multiple business verticals. We believe the transaction will enable the combined group to explore new strategic opportunities while leveraging the strengths of both organisations.""The next phase of green technology will be defined by how effectively we connect investment with measurable impact. Our ambition with this proposed merger is to bring technology and access to capital, closer to the projects and businesses driving the energy transition. In carbon markets, lasting growth depends on confidence in what is being financed and traded. We must have credible projects, transparent information and verifiable outcomes."The integration is expected to accelerate revenue growth opportunities, diversify income streams, and support the creation of long-term value for TROOPS' shareholders. Completion of the acquisition is subject to customary closing conditions, regulatory approvals and the fulfilment of conditions precedent as outlined in the sales and purchase agreement. The parties expect to work closely together to ensure a seamless integration process and to maximise the strategic benefits of the transaction for stakeholders of both organisations.