SPP Credit Advisors and Circle8 Group Eliminate $35 Million Convertible Seller's Note in Global Settlement Agreement

Settlement Resolves Litigation and Legacy Financing Matters, Simplifies Capital Structure and Enhances Financial Flexibility

ENGLEWOOD CLIFFS, N.J., Aug. 10, 2026 (GLOBE NEWSWIRE) -- Circle8 Group, Inc. (Nasdaq: CIRC) ("Circle8" or the "Company") today announced that it has executed a definitive settlement agreement with SPP Credit Advisors, LLC ("SPP"), resolving all outstanding litigation between the parties, releasing, cancelling and discharging the Company's $35 million Convertible Seller's Note due March 2027 and substantially restructuring the Company's remaining legacy financing arrangements with SPP.

The definitive settlement agreement cures existing defaults under the Company's obligations to SPP, restores the remaining indebtedness to its contractual non-default interest rate, eliminates default interest and establishes an orderly framework for repayment of the remaining indebtedness. Collectively, these actions strengthen the Company's balance sheet, simplify its capital structure and enhance financial flexibility as the Company focuses on improving operating performance, expanding margins, strengthening cash flow and executing its long-term strategic priorities.

Key Settlement Highlights

• Release, Cancellation and Discharge of the Company's $35 Million Convertible Seller's Note due March 2027, eliminating all associated future stock conversion rights and potential equity dilution.
• Resolution of All Outstanding Litigation and Existing Defaults, including dismissal of the Delaware and New York litigation and mutual releases among the parties.
• Capital Structure Protection Through Irrevocable Share Retirement Rights. As part of the transaction, SPP will grant the Company an irrevocable option to purchase all approximately 21.9 million existing shares currently owned by SPP for $0.0001 per share, providing the Company with the unconditional right to retire those shares. Simultaneously, the Company will issue approximately 21.9 million newly issued registered shares to SPP.
• Immediate Relinquishment of Shareholder Rights. Effective upon closing, SPP will irrevocably relinquish all voting, dividend and other shareholder rights associated with the existing shares pending their retirement.
• Elimination of Default Interest and restoration of the remaining indebtedness to its contractual non-default interest rate.
• Approximately 18-Month Orderly Share Disposition Framework designed to facilitate repayment obligations while supporting an orderly market for the Company's common stock.
• Enhanced Financial Flexibility operational improvements, margin expansion, stronger cash flow and the Company's broader capital structure initiatives..

As part of the transaction, the Company's existing $35 million Convertible Seller's Note has been released, cancelled and discharged, eliminating all obligations and future conversion rights associated with that instrument.

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