Hong Kong, October 30 (Reuters/ PR Newswire ) – TROOPS, Inc. (Nasdaq ticker: TROO) ("TROOPS" or "the Company") announced today that it has signed a Memorandum of Understanding ("MOU") with European digital asset technology provider Young Platform S. p.A. The purpose of this MOU is to accelerate the development and launch of the infrastructure for the digital asset exchange that the Company plans to establish. The MOU will come into effect on November 1, 2026, and outlines the main terms and conditions under which both parties will sign a License Agreement ("License Agreement").

According to this terms list and license agreement, the company plans to launch and operate a digital asset exchange in collaboration with EFFORCE Group, based on the proprietary digital asset exchange platforms of Young Platform S and p.A. The company expects to obtain the exchange technology of Young Platform S and p.A through the proposed license agreement, which includes source code, matching engine technology, wallet management system, management tools, technical documentation, and deployment support. The company believes that acquiring these mature technical assets will significantly shorten the development cycle and provide a faster path for the launch of its proposed exchange and a broader digital asset infrastructure platform. In addition to the proposed technical license, TROOPS and Young Platform S also plan to engage in active cooperation regarding platform configuration, integration, deployment, enhancement, and future evolution.

This announcement follows closely on the conditional sales agreement with EFFORCE Group previously disclosed in TROOPS. The company expects that this agreement will expand its capabilities in digital assets, sustainability-related initiatives, and technology-driven financial services.

"This agreement is an important milestone in our implementation of our digital assets strategy," said Damian Thurnheer, President and CEO of TROOPS. "By combining access to mature exchange technologies and source code, as well as direct collaboration between engineering teams, we expect to significantly accelerate the development of exchange infrastructure while maintaining the flexibility to customize and expand the platform in the future."

This measure complements the strategic progress recently announced by TROOPS, which includes its proposed business merger with EFFORCE Group. Additionally, with the previous announcements of the appointments of Jacopo Visetti and Sergio Carloni, the company aims to further enhance its technical capabilities, operational expertise, and industry experience as it expands into the digital assets sector and advances related digital asset licensing arrangements.

Regarding TROOPS, Inc.

TROOPS, Inc is a diversified enterprise group headquartered in Hong Kong. The group is mainly engaged in: (a) lending business in Hong Kong, providing mortgage loans to high-quality target borrowers; (b) real estate investment to obtain additional rental income; (c) developing, operating, and managing an online financial market, offering one-stop fintech solutions leveraging artificial intelligence, big data, blockchain, and cloud computing (SaaS), including (API) services; (d) consulting and referral services related to immigration, education, and visa renewal applications; as well as (e) providing insurance consulting services related to insurance product referrals for insurance brokers. The group's vision is to create synergies within its own sustainable ecosystem as a diversified enterprise group, thereby generating value for its shareholders.

For more information, please visit TROOPS, Inc. Investor Relations website: www.troops.co.

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This announcement contains “forward-looking” statements made under the “Safe Harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Except for historical facts, all statements are forward-looking. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to differ significantly from those expressed or implied in the forward-looking statements. You can identify these forward-looking statements by words or phrases such as “expected,” “intended,” “believed,” “continue,” “estimated,” “anticipated,” “planned,” “possible,” “perhaps,” “should,” “target,” “will,” as well as their negative forms and other similar expressions. These forward-looking statements include those regarding plans, objectives, purposes, strategies, future events or performance, outlooks, prospects, and trends, market outlooks, expected impacts of new accounting standards, and other non-historical statements. The forward-looking statements in this announcement (as well as any written or oral statements related to this report) are based on current estimates, expectations, beliefs, and various assumptions, many of which are in turn based on further assumptions, including management’s examination of historical operating trends, data in the company’s records, and other data available to third parties. These assumptions inherently face significant risks, uncertainties, contingent events, and factors that are difficult or impossible to predict and are beyond our control, which may cause our actual results, performance, or achievements to differ significantly from those expressed or implied in the forward-looking statements. Numerous factors may cause our actual results, levels of activity, performance, or achievements to differ significantly from those stated or implied in these forward-looking statements, including:

• Our ability to maintain the effectiveness of internal controls over financial reporting;
• Our ability to successfully implement business strategies;
• Changes in sales trends, customer needs and customer demographics, as well as the competition in the market we operate in;
• Risks related to liquidity and our ability to obtain loans and other financing on acceptable terms, or the risk of being unable to obtain financing at all, including a lack of sufficient fixed assets as collateral, as well as the risk that future equity financing may dilute shareholders' equity;
• Risks related to the credit quality of customers and borrowers, payment delays, and credit losses;
• Our ability to expand through strategic acquisitions and the establishment of new locations, as well as to realize the anticipated benefits from any acquisitions or divestitures;
• Changes in government policies, laws and regulations in Hong Kong, the People's Republic of China, and other jurisdictions where we operate; as well as changes in economic and market conditions;
• Interest rate and exchange rate fluctuations, inflation, as well as the global economic and financial market conditions;
• Changes in tax laws, treaties, and regulations, as well as challenges to our tax stance;
• Geopolitical events and conflicts, as well as related sanctions or trade restrictions;
• Our ability to attract and retain highly skilled talent, as well as to maintain relationships with suppliers, customers, and other third parties;
• Asset impairment;
• Cybersecurity incidents, as well as our compliance with laws regarding privacy, data protection, and information security;
• Disputes and litigation;
• We maintain the ability to list our common stocks on the NASDAQ capital market; as well as
• Other risks described in our 20-F annual report for the fiscal year ending December 31, 2025, under 'Item 3. Key Information – D. Risk Factors', as well as in other documents submitted to the U.S. Securities and Exchange Commission.

Any forward-looking statements made in this announcement (as well as any related written or oral statements) are only valid as of the date of such statements, and we remind readers not to rely too heavily on these forward-looking statements. Except as required by law, we assume no obligation (and explicitly deny any such obligation) to update or revise any forward-looking statements to reflect events or circumstances that occur after the date of such statements, or to reflect the occurrence of unforeseen events. The factors mentioned above that could lead to significant differences between actual results and the results anticipated in any forward-looking statements in this announcement should not be considered exhaustive. New factors may emerge from time to time, and we cannot predict all of these factors. Furthermore, we are unable to assess the impact of each factor on our business, nor can we assess the extent to which any single factor or a combination of factors could lead to significant differences between actual results and the content contained in any forward-looking statements.