Acquisition

January 7, 2026

Spectral Capital Signs Binding Term Sheet to Acquire Intermatica and Expand Global Telecommunications Platform

Spectral Capital signs a binding term sheet to acquire Intermatica, expanding its global telecom platform and supporting its 2026 revenue and profitability goals.

Seattle, WA — January 7, 2026 — Spectral Capital Corporation (OTCQB: FCCN) (“Spectral” or the “Company”) today announced the signing of a binding term sheet to acquire Intermatica S.p.A., an Italy-based telecommunications and technology company, marking another important milestone in Spectral’s strategy to achieve $450 million in profitable revenue in 2026. The term sheet provides that Intermatica will deliver up to $10 million in yearly free cash flow to Spectral to fully earn out the 10,000,000 common shares provided under the term sheet.

The proposed acquisition of Intermatica builds on Spectral’s expanding portfolio of operating telecommunications businesses and reinforces the Company’s strategy of integrating artificial intelligence, advanced analytics, and quantum-forward technologies into established, revenue-generating communications platforms across global markets.

Intermatica operates in enterprise and carrier-grade telecommunications services, with capabilities spanning network services, routing, and communications infrastructure. Upon completion of the transaction, Spectral expects to apply its proprietary and developing AI-native and quantum-forward technologies to enhance network optimization, traffic routing, cost efficiency, fraud prevention, and operational scalability across Intermatica’s existing business.

Jenifer Osterwalder, Chief Executive Officer of Spectral Capital Corporation, commented:

“The Intermatica transaction represents another step forward in executing Spectral’s long-term plan. By combining established telecommunications operators with AI- and quantum-forward technology capabilities, we are building a differentiated global platform designed for scale, profitability, and long-term competitive advantage. This acquisition aligns directly with our objective of reaching $450 million in profitable revenue in 2026.”

Daniel Gilcher, Chief Financial Officer of Spectral Capital Corporation, added:

“Intermatica already operates a solid, revenue-generating telecommunications business. What makes this opportunity particularly compelling is the potential to materially expand margins by integrating Spectral’s AI and quantum-forward intellectual property portfolio into Intermatica’s existing network, routing, and operational workflows. Over time, we believe this technology-driven optimization can significantly improve efficiency, scalability, and profitability without requiring a fundamental change to Intermatica’s core business model.”

Spectral’s acquisition strategy is focused on identifying best-of-breed telecommunications companies with established customers, infrastructure, and cash-flow potential, and enhancing their performance through disciplined capital allocation and advanced technology integration. The proposed Intermatica acquisition follows Spectral’s recent telecommunications transactions and further expands the Company’s presence across European and international markets.

The proposed transaction remains subject to completion of due diligence, execution of a definitive acquisition agreement, satisfaction of customary closing conditions, and applicable regulatory and corporate approvals. There can be no assurance that the transaction will be consummated on the terms currently contemplated, or at all.

About Spectral Capital Corporation

Spectral Capital (OTCQB: FCCN) is building the next generation of AI- and quantum-enabled digital infrastructure. With an extensive patent and IP portfolio across AI and quantum technologies, Spectral is the acquirer of choice for digital infrastructure including telecommunications, voice, SMS technologies and edge data centers. Spectral’s strategy combines original invention, an active pending-patent pipeline, and disciplined productization to create durable value across enterprise and SMB markets. For more information, visit Spectral Capital.

Contact

contact@spectralcapital.com

www.spectralcapital.com

Forward-Looking Statements

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and FCCN's growth and business strategy. Words such as "expects," "will," "intends," "plans," "believes," "anticipates," "hopes," "estimates," and variations on such words and similar expressions are intended to identify forward-looking statements.

Although FCCN believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of FCCN.

Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in FCCN's business; competitive factors in the market(s) in which FCCN operates; risks associated with operations outside the United States; and other factors listed from time to time in FCCN's filings with the Securities and Exchange Commission.

FCCN expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in FCCN's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

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Footnotes

FORWARD-LOOKING STATEMENTS. This website contains forward-looking statements. All statements other than statements of historical fact, including statements concerning the Company's strategy, plans, objectives, prospects, future operations, acquisitions, integration activities, technology and intellectual property development, commercialization efforts, market opportunities, expected financial position, revenue, costs, profitability, capital requirements, use of proceeds and anticipated industry trends, are forward-looking statements. Words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "objective," "plan," "potential," "predict," "project," "seek," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are based on the Company's current expectations, estimates, assumptions and projections and are subject to known and unknown risks, uncertainties and other factors. These factors may cause actual results, performance or achievements to differ materially and adversely from those expressed or implied by the forward-looking statements. These risks and uncertainties include, among others, the Company's ability to complete the proposed offering; obtain and maintain a listing on The Nasdaq Capital Market; execute its business and acquisition strategies; successfully integrate acquired businesses; develop, protect and commercialize its intellectual property and technology; achieve or maintain profitability; obtain additional financing when required; maintain effective internal control over financial reporting; and respond to competition, technological changes and changing market conditions.

Prospective investors should carefully review the risks and uncertainties described under "Risk Factors" and elsewhere in the preliminary prospectus and in the Company's other filings with the SEC. Forward-looking statements are predictions only and should not be relied upon as guarantees of future events or performance. The Company cannot assure prospective investors that the events and circumstances reflected in the forward-looking statements will occur or that the Company's expectations will prove correct. Except as required by applicable law, neither the Company nor the underwriters undertake any obligation to update or revise any forward-looking statement after the date of this presentation, whether as a result of new information, future events or otherwise.

The Company's internal estimates are based on information available as of the date of this presentation and on assumptions that management believes to be reasonable, but no assurance can be given as to their accuracy.

INVESTMENT RISK. An investment in the Common Stock is highly speculative, involves a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. Prospective investors should carefully consider all information contained in the preliminary prospectus, including the matters described under "Risk Factors," before making an investment decision.


*unaudited revenue for the six months ended June 30, 2026

© 2026 Spectral Capital Corporation — All Rights Reserved

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Footnotes

FORWARD-LOOKING STATEMENTS. This website contains forward-looking statements. All statements other than statements of historical fact, including statements concerning the Company's strategy, plans, objectives, prospects, future operations, acquisitions, integration activities, technology and intellectual property development, commercialization efforts, market opportunities, expected financial position, revenue, costs, profitability, capital requirements, use of proceeds and anticipated industry trends, are forward-looking statements. Words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "objective," "plan," "potential," "predict," "project," "seek," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are based on the Company's current expectations, estimates, assumptions and projections and are subject to known and unknown risks, uncertainties and other factors. These factors may cause actual results, performance or achievements to differ materially and adversely from those expressed or implied by the forward-looking statements. These risks and uncertainties include, among others, the Company's ability to complete the proposed offering; obtain and maintain a listing on The Nasdaq Capital Market; execute its business and acquisition strategies; successfully integrate acquired businesses; develop, protect and commercialize its intellectual property and technology; achieve or maintain profitability; obtain additional financing when required; maintain effective internal control over financial reporting; and respond to competition, technological changes and changing market conditions.

Prospective investors should carefully review the risks and uncertainties described under "Risk Factors" and elsewhere in the preliminary prospectus and in the Company's other filings with the SEC. Forward-looking statements are predictions only and should not be relied upon as guarantees of future events or performance. The Company cannot assure prospective investors that the events and circumstances reflected in the forward-looking statements will occur or that the Company's expectations will prove correct. Except as required by applicable law, neither the Company nor the underwriters undertake any obligation to update or revise any forward-looking statement after the date of this presentation, whether as a result of new information, future events or otherwise.

The Company's internal estimates are based on information available as of the date of this presentation and on assumptions that management believes to be reasonable, but no assurance can be given as to their accuracy.

INVESTMENT RISK. An investment in the Common Stock is highly speculative, involves a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. Prospective investors should carefully consider all information contained in the preliminary prospectus, including the matters described under "Risk Factors," before making an investment decision.


*unaudited revenue for the six months ended June 30, 2026

© 2026 Spectral Capital Corporation — All Rights Reserved

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Digital Infrastructure. Operating at Scale.
Build to Grow.
Footnotes

FORWARD-LOOKING STATEMENTS. This website contains forward-looking statements. All statements other than statements of historical fact, including statements concerning the Company's strategy, plans, objectives, prospects, future operations, acquisitions, integration activities, technology and intellectual property development, commercialization efforts, market opportunities, expected financial position, revenue, costs, profitability, capital requirements, use of proceeds and anticipated industry trends, are forward-looking statements. Words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "objective," "plan," "potential," "predict," "project," "seek," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are based on the Company's current expectations, estimates, assumptions and projections and are subject to known and unknown risks, uncertainties and other factors. These factors may cause actual results, performance or achievements to differ materially and adversely from those expressed or implied by the forward-looking statements. These risks and uncertainties include, among others, the Company's ability to complete the proposed offering; obtain and maintain a listing on The Nasdaq Capital Market; execute its business and acquisition strategies; successfully integrate acquired businesses; develop, protect and commercialize its intellectual property and technology; achieve or maintain profitability; obtain additional financing when required; maintain effective internal control over financial reporting; and respond to competition, technological changes and changing market conditions.

Prospective investors should carefully review the risks and uncertainties described under "Risk Factors" and elsewhere in the preliminary prospectus and in the Company's other filings with the SEC. Forward-looking statements are predictions only and should not be relied upon as guarantees of future events or performance. The Company cannot assure prospective investors that the events and circumstances reflected in the forward-looking statements will occur or that the Company's expectations will prove correct. Except as required by applicable law, neither the Company nor the underwriters undertake any obligation to update or revise any forward-looking statement after the date of this presentation, whether as a result of new information, future events or otherwise.

The Company's internal estimates are based on information available as of the date of this presentation and on assumptions that management believes to be reasonable, but no assurance can be given as to their accuracy.

INVESTMENT RISK. An investment in the Common Stock is highly speculative, involves a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. Prospective investors should carefully consider all information contained in the preliminary prospectus, including the matters described under "Risk Factors," before making an investment decision.


*unaudited revenue for the six months ended June 30, 2026

© 2026 Spectral Capital Corporation — All Rights Reserved