Spectral Capital Signs Binding Term Sheet to Acquire Telvantis Voice Services

Transaction to be Completed for Stock Only; No Debt; Potential for $665,000,000 Earn-Out Based on Revenue and Profit Growth

Under the terms of the binding agreement, Spectral will acquire Telvantis entirely in exchange for stock, with Telvantis delivered to Spectral without any debt. The consideration is 10,000,000 shares of Spectral common stock provided Telvantis improves its current margins to achieve $10,000,000 in operating profits in 2026 or achieves $665,000,000 in profitable gross revenue at its current margins. The minimum consideration is 1,500,000 shares provided Telvantis achieves a minimum revenue target of $240,000,000 profitably in 2026.

This acquisition underscores Spectral's strategy of operationalizing its extensive AI patent portfolio, particularly its innovations in Agentic AI. By applying these advanced AI systems to the voice services industry, Spectral aims to dramatically increase profitability, efficiency, and scalability for Telvantis and its customers.

"This transaction is an important milestone for Spectral as we expand our reach into global voice services," said Jenifer Osterwalder, President and CEO of Spectral Capital Corporation. "Through the integration of our Agentic AI technologies, we see a tremendous opportunity to unlock value and accelerate both revenue and profit growth at Telvantis."

About Spectral Capital Corporation

Spectral Capital Corporation (OTCQB: FCCN) is building a portfolio of companies and technologies at the intersection of artificial intelligence and quantum computing. With over 500 patentable inventions in the pipeline, Spectral focuses on developing, acquiring, and commercializing advanced IP to deliver transformative solutions in telecommunications, autonomy, energy, security, and other high-value sectors. For more information, please visit SpectralCapital.com.

About Telvantis Voice Services, Inc.

Telvantis Voice Services, Inc. is a leading provider of global voice solutions with extensive carrier relationships and strong revenue growth. The company is committed to innovation and expansion, including opportunities in fiber and edge data center services.

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