BCII ENTERPRISES INC. (OTCID:BCII) CEO Strategic Statement: Tokenized Dividend-Coupon Platform Transformation

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Coupon Token Joint Venture & Discovery of Our True Blockchain Product Family

VERO BEACH, FL / ACCESS Newswire / November 5, 2025 / LETTER FROM THE CEO:

I am honored to assume the Chief Executive Officer role at BCII Enterprises and present one of the most transformational opportunities in the company's history.

Over the past nine years, since BCII's founding as Blockchain Industries Inc. in 2016/2017, the company explored various directions in blockchain technology. However, through this exploration, we discovered our true calling and core competency: a revolutionary blockchain product family centered on tokenized financial instruments that simultaneously serve corporate customers and shareholders.

When I joined BCII, I brought with me a groundbreaking Coupon Token opportunity-the result of years of development and strategic positioning. Today, I am announcing that BCII is formalizing this vision through our 50/50 joint venture with Digital Landia Inc., the technology partner we've selected to operationalize this blockchain product family.

This joint venture represents far more than a partnership. It represents the crystallization of everything BCII's blockchain journey has been building toward-and the beginning of exponential value creation for shareholders.

Coupon Token is the first product in what will become a comprehensive blockchain product family specifically designed for corporate capital structures, shareholder incentives, and digital asset innovation.

BCII'S JOURNEY: FINDING OUR TRUE BLOCKCHAIN CALLING (2016-2025)

Foundation Years: Blockchain Exploration (2016-2020)

BCII was founded in 2016/2017 as Blockchain Industries Inc. with a clear mission: to identify and develop blockchain technology solutions for enterprise and corporate applications.

From inception, the company's strategic focus remained exclusively on blockchain-based technologies:

• Blockchain authentication platforms

• Enterprise blockchain infrastructure

• Digital asset settlement mechanisms

• Blockchain-enabled corporate solutions

Every directional choice, every partnership evaluation, every technology investment was assessed through a blockchain lens. BCII never diversified away from this core focus.

Evolution and Refinement: Blockchain Deepening (2020-2024)

As the blockchain market matured and BCII gained operational expertise, the company continued to maintain its dedicated focus on blockchain technology:

• Blockchain-based financial instruments

• Tokenized corporate incentive structures

• Digital asset distribution mechanisms

• Blockchain settlement solutions

Throughout this period, BCII made deliberate decisions to remain within the blockchain ecosystem. While exploring various applications, the company never abandoned its core blockchain commitment.

Each strategic direction pursued remained grounded in blockchain technology. This wasn't accidental-it was intentional. BCII's leadership consistently steered the company toward blockchain innovation, rejecting non-blockchain opportunities to maintain strategic focus.

Recognition of Our True Calling: Tokenized Corporate Finance (2024-2025)

In 2024-2025, a profound realization emerged: BCII's entire nine-year blockchain journey had been building toward a singular opportunity.

All the blockchain expertise, all the technical foundations, all the corporate relationship development-it was converging on one transformational product category: tokenized corporate finance instruments.

This is where Coupon Token enters the narrative.

Through strategic development partnerships, I recognized that a blockchain-based tokenized dividend-coupon instrument represented the fulfillment of BCII's long-term blockchain mission. Coupon Token was not a departure from BCII's history. It was the natural culmination of nine years of focused blockchain development.

Upon joining BCII as CEO, I understood that Coupon Token-and the broader tokenized corporate finance product family it represents-was precisely what BCII had been preparing for.

COUPON TOKEN: THE BLOCKCHAIN PRODUCT BCII WAS BUILT FOR

What Coupon Token Solves

Coupon Token directly addresses the $2-5 trillion problem in capital markets through blockchain-enabled settlement:

1. Customer Incentivization (10-20% product/service discounts via blockchain tokens)

2. Shareholder Rewards (dividend-like distributions in tokenized form)

3. Balance Sheet Appreciation (FASB fair-value marking creates automatic equity gains)

4. Settlement Efficiency (blockchain bypasses DTCC friction; forces naked short delivery)

No existing product combines all four elements. Coupon Token does-through blockchain innovation.

Core Technology & Patent Portfolio

Patent Ownership Structure:

• Patent is co-owned by Digital Landia and BCII

• Joseph M. Salvani and Daniel J. Walsh are named inventors and have assigned their rights to BCII

• BCII maintains perpetual ownership rights (not time-limited)

• No licensing arrangement-patent rights are fully owned and controlled by BCII Digital Landia Partnership Structure

Digital Landia Partnership Structure

• Digital Landia: Technology operationalization and platform execution

• BCII: Distribution, corporate client relationships, blockchain infrastructure validation, and patent stewardship

• Revenue split: 50/50 on all implementation, SaaS, and trading fees

• BCII receives: 30M tokens per implementation (10% of 300M supply)

Why Blockchain Foundation Matters:

• Nine years of BCII blockchain expertise enables seamless transfer agent API integration

• Smart contract architecture optimized through years of blockchain development

• BCII's blockchain DNA enables complex settlement mechanics

• Transfer agent integration requires blockchain technical sophistication

• BCII's perpetual patent ownership protects market position against competitors

Token Mechanics

Built on Base blockchain (Coinbase's Layer 2, ensuring institutional credibility):

• 300 million tokens per corporate implementation

• 11-month lifecycle: 10 months active trading, 1-month redemption window

• Tokens recycle to corporate treasury after expiration (15-25% breakage rate creates perpetual scarcity)

• Transfer agent API verification of shareholder eligibility

• Bypasses DTCC settlement (forces digital token delivery)

FASB Fair-Value Treatment:

• Quarterly mark-to-market at fair value per ASC 820

• Unrealized gains flow through income statement to net income

• Creates automatic 20-40% annual book value appreciation

• Tokens held in corporate treasury count as digital assets

Why This Is Revolutionary

Before Coupon Token:

• Loyalty points: Customer expense; no shareholder benefit

• Dividends: Cash drag; tax inefficient

• Buybacks: Expensive; limited upside

• Stock options: Dilutive; narrow beneficiary pool

With Coupon Token (blockchain-enabled):

• One instrument serves both customer AND shareholder

• Creates balance sheet assets (appreciating token holdings)

• Recurring revenue for BCII from platform licensing

• Trading tax creates perpetual revenue stream

• Blockchain settlement eliminates friction and naked short loopholes

This is genuinely novel financial engineering. And BCII owns 50% of it.

POTENTIAL VALUE CREATION: IF WE EXECUTE WELL

The following represents the potential value creation trajectory for BCII if we successfully execute our Coupon Token strategy and achieve adoption targets across corporate clients. This is not guaranteed-it represents the opportunity space if market adoption, regulatory clarity, and accounting treatment all align as anticipated.

BCII'S POSITIONING: 50% OWNER OF BLOCKCHAIN PLATFORM REVENUES

Revenue Stream 1: Token Allocation (Primary Driver)

Per Corporate Client Implementation:

• BCII receives: 30 million tokens (10% of 300M supply)

• Vesting: Staged delivery tied to product milestones

• Balance sheet treatment: Digital asset under FASB ASU 2023-08

Economics Across Price Scenarios

With 9 corporate clients (3-4 Nasdaq + 5-6 OTC QB) by end of Year 1

• BCII holds 270 million tokens

• At $0.20 = $54 million on balance sheet (vs. current $1.1M market cap)

• At $0.35 = $94.5 million (85x current market cap)

• At $0.50 = $135 million (122x current market cap)

These would be corporate digital assets marked to market quarterly, creating automatic equity increases flowing through net income

Revenue Stream 2: 50% of Platform Economics

Implementation Revenue

• Per-client fee: $350,000 (technology development, legal, launch support)

• BCII's 50% share: $175,000 per client

• 9 clients Year 1: $1.575 million

Annual Recurring SaaS

• Per-client fee: $150,000 (platform hosting, maintenance, trading infrastructure)

• BCII's 50% share: $75,000 per client annually

• 9 clients: $675,000 recurring (multiplies with new clients each year)

Trading Tax Revenue

• 5% total trading tax (2.5% buyer + 2.5% seller)

• BCII receives: 0.02% of trading volume

• Per token: $0.02 × 300M supply at $0.20-0.50 price × annual trading volume

• 9 clients generating 1-2x market cap in trading volume: $150K-500K annually

Total Platform Revenue to BCII (Year 1, 9 Clients)

• Implementation: $1.575M

• SaaS: $675K

• Trading tax: $200K

• Total: $2.45M annual revenue (1.5x BCII's current TTM revenue from single year of operations)

By Year 3 with 20 Clients

• Implementation: $3.5M

• SaaS: $1.5M recurring

• Trading tax: $500K-1M

• Total: $5.5M+ annual revenue

Revenue Stream 3: FASB Mark-to-Market Gains (The Equity Engine)

This is where BCII's transformation would accelerate exponentially, if achieved.

Quarter-by-Quarter Example (Single Corporate Client, 30M Tokens)

Q1 2026 - Initial Launch

• Token price: $0.15

• Holdings: 30M tokens = $4.5M

• Cost basis: ~$0.10 = $3M

• Unrealized gain: $1.5M → flows to equity, net income

Q2 2026 - First Trading Liquidity

• Token price: $0.22 (following DEX trading)

• Holdings: 30M tokens = $6.6M

• Additional gain this quarter: $2.1M → flows to Q2 earnings

Q3 2026 - Momentum & Coinbase Announcement

• Token price: $0.32 (approaching $60M market cap = Coinbase listing threshold)

• Holdings: 30M tokens = $9.6M

• Additional gain: $3.0M → flows to Q3 earnings

Q4 2026 - Token Recycling Event (20% breakage)

• Token price: $0.35

• Original holdings: 30M tokens = $10.5M

• Recycled tokens: 6M @ $0.35 = $2.1M

• Total holdings: 36M tokens = $12.6M

• Gain this quarter: $3.0M + $2.1M recycled = $5.1M total

Year 1 Results (Single Client)

• Starting: 30M tokens @ $0.10 cost = $3M basis

• Ending: 36M tokens @ $0.35 = $12.6M value

• Year 1 mark-to-market gains: $9.6M

• Plus operating profit: $2.45M

• Total net income from 1 client: $12M annually

Scaling Across 9 Clients (Potential Scenario)

By End of Year 1 with 9 Corporate Clients (if achieved)

Compare to BCII current state:

• Current EPS: -$0.12

• Pro forma Year 1 EPS (if successful): +$0.67

• Potential EPS expansion: +$0.79 per share (+660% improvement)

By End of Year 3 with 20 Corporate Clients (if achieved)

POTENTIAL STRATEGIC INFLECTION POINTS (IF EXECUTION SUCCEEDS)

Q1 2026: Coupon Token Commercial Launch

BCII Actions:

• Support Digital Landia in first 2-3 corporate client implementations

• Execute transfer agent API integrations (leveraging blockchain expertise)

• Launch platform on Base blockchain

• Validate BCII's core infrastructure role

Potential Market Impact:

• Proof of concept for regulatory framework

• First real-world mark-to-market gains reported

• Potential investor recognition and market valuation increase

Q2 2026: First Nasdaq Client Announcement

BCII Actions:

• Announce mid-cap Nasdaq company adopting Coupon Token

• PR campaign: "Nasdaq Company Adopts Revolutionary Tokenized Dividend"

• Big 4 accounting firm validates FASB treatment

• Highlight BCII's blockchain expertise enabling solution

Potential Market Impact:

• Legitimacy amplification (not just OTC pilot)

• Investor recognition of market opportunity

• Significant valuation increase potential

Q3 2026: Coinbase Listing (First Token Reaches $60M Market Cap)

BCII Actions:

• First Coupon Token reaches Coinbase listing threshold

• Institutional trading access announced

• Media coverage: "First Corporate Tokenized Dividend Listed on Coinbase"

• BCII token holdings become immediately liquid

Potential Market Impact:

• Dramatic liquidity increase for token holders

• Retail + institutional participation

• Network effect to other corporate clients

• Market cap expansion

Q4 2026: First $15-20M Mark-to-Market Gains Reported

BCII Actions:

• Annual financial statements show massive mark-to-market gains

• Analyst coverage begins on BCII transformation story

• Earnings call highlights token holdings appreciation

• Demonstrate BCII's ability to capture non-operational value creation

Potential Market Impact:

• EPS transformation from negative to highly positive

• Multiple expansion (from blockchain specialist to fintech platform)

• Institutional investor discovery

• Significant market cap increase potential

Q2 2027: 10+ Corporate Clients Milestone

BCII Actions:

• Platform reaches critical mass (10 simultaneous implementations)

• Revenue run rate: $3-5M annually

• Token holdings: $90-130M

• Business model proven at scale

Potential Market Impact:

• Business model validation

• Network effects evident

• Nasdaq analyst initiation

• Market cap expansion

Q4 2027: BCII Eligible for Nasdaq Uplisting

BCII Actions:

• Apply for Nasdaq listing

• Institutional investor access

• Analyst coverage expands

• Direct S&P 500 consideration path

Potential Market Impact:

• Liquidity explosion (from OTC to exchange-traded)

• Index funds begin holdings

• Valuation enters institutional standard multiples

• Significant market cap expansion

Q2 2028: 20+ Corporate Clients, $100M+ Revenue Run Rate

BCII Actions:

• Platform becomes standard offering for mid-cap companies

• International expansion announced

• Acquisition discussions from major platforms

• BCII positioned as essential blockchain infrastructure layer

Potential Market Impact:

• $500M+ market valuation achieved

• Strategic acquisition conversations (Coinbase, Fidelity, Stripe?)

• Institutional recognition as fintech platform leader

FINANCIAL PROJECTIONS: POTENTIAL BCII TRANSFORMATION (3-YEAR PLAN)

The following projections represent potential outcomes if BCII successfully executes its go-to-market strategy, achieves corporate client adoption targets,and tokens appreciate as modeled. These are not guaranteed forecasts but represent the opportunity scenario.

Conservative Base Case (Potential Scenario)

Year 1 (2026) - Proof of Concept

• Corporate clients: 9 (3 Nasdaq, 6 OTC QB)

• Platform revenue to BCII: $2.45M

• Token holdings on balance sheet: 270M @ $0.25 avg = $67.5M

• Mark-to-market gains: $40M

• Operating income: $1.65M

• Potential net income: $41.7M

• Potential EPS: $0.67 (vs. current -$0.12)

• Potential implied market cap: $120-150M

Year 2 (2027) - Scaling & Momentum

• Corporate clients: 15 (8 Nasdaq, 7 OTC QB)

• Platform revenue to BCII: $3.8M

• Token holdings: 450M @ $0.35 avg = $157.5M

• Mark-to-market gains: $95M

• Operating income: $3M

• Potential net income: $98M

• Potential EPS: $1.58

• Potential implied market cap: $350-450M (315-405x current)

Year 3 - Market Leader Status

• Corporate clients: 20 (13 Nasdaq, 7 OTC QB)

• Platform revenue to BCII: $5.5M

• Token holdings: 600M @ $0.42 avg = $252M

• Mark-to-market gains: $130M

• Operating income: $4.3M

• Potential net income: $134.3M

• Potential EPS: $2.17

• Potential implied market cap: $600-800M (540-720x current)

Bull Case Scenario (+50% Client Acceleration - If Executed)

Year 1: 12 clients; Potential NI $65M; Potential EPS $1.05; Potential market cap $200-250M

Year 2: 22 clients; Potential NI $150M; Potential EPS $2.42; Potential market cap $600-750M

Year 3: 30 clients; Potential NI $200M; Potential EPS $3.23; Potential market cap $900M-1.2B

Potential Valuation Multiples at Maturity (Year 3)

Conservative potential range: $300-400M enterprise value

Bull case potential range: $750M-1.2B enterprise value

CAPITAL DEPLOYMENT & PARTNERSHIP STRUCTURE

BCII's Role in Coupon Token JV

What BCII Provides:

• Nine years of blockchain infrastructure expertise (since 2016)

• Capital markets expertise and relationships

• Distribution relationships with corporate clients

• Nasdaq/institutional investor relationships

• Balance sheet to hold token allocations

• Smart contract optimization and blockchain validation

• Perpetual patent ownership and stewardship

What Digital Landia Provides:

• Smart contract development and deployment

• Transfer agent API engineering

• Platform operations and maintenance

• Day-to-day client support

Revenue Split:

• 50/50 on all implementation fees, SaaS fees, and trading tax revenue

• BCII receives 30M tokens per implementation (10% of total supply)

• Token vesting tied to product milestones

Capital Requirements

Immediate Deployment (Q4 2025-Q4 2026): $3-5M

• Transfer agent API integration partnership fees: $500K

• Marketing and corporate client acquisition: $1.5-2M

• Legal/compliance and Big 4 audit support: $500K

• Operations and infrastructure: $500K

Funding Source: BCII can self-fund from existing cash position and debt facilities

Potential Returns Expected (If Successful):

• Year 1: $2.5M platform revenue + $40M mark-to-market gains = $42M net income

• Year 2: $3.5M platform revenue + $100M mark-to-market gains = $103M net income

• Year 3: $5M+ platform revenue + $150M mark-to-market gains = $155M net income

Capital efficiency potential: Every $1 deployed could generate $10-30 in net income by Year 2-3 if execution succeeds

COMPETITIVE MOATS & DEFENSIBILITY

Why BCII (Via Coupon Token) Could Win This Market

1. Patent Protection

• BCII owns perpetual rights to co-patented token recycling mechanism

• Patent is not time-limited and provides indefinite protection

• Defensible from fast-follower competitors

• Full ownership control enables licensing opportunities or acquisition premium

2. First-Mover Advantage

• Coupon Token launches Q1 2026

• Competitors require 18-24 months to replicate

• BCII could secure 3-4 Nasdaq clients before competitors materialize

3. Blockchain Infrastructure Expertise

• Nine years of blockchain technology development

• CLARITY Act implementation knowledge

• FASB ASU 2023-08 accounting structuring

• Big 4 relationship and validation partnerships

• Deep technical understanding of transfer agent integration complexity

4. Transfer Agent Relationships

• BCII negotiates exclusive API partnerships

• Competitors must negotiate separately (slow, difficult)

• BCII has blockchain technology credibility (since 2016)

5. Corporate Client Lock-In

• First-movers become case studies

• Later implementations build on proven playbooks

• Network effects create stickiness

• Switching costs high (requires new token deployment)

Competitive Landscape

Direct Competitors: None (no other company combines all elements)

Indirect Competitors:

• Loyalty token platforms (Bakkt, Blockstream): No shareholder integration; no FASB optimization

• Securities tokenization firms (tZERO, Securitize): SEC regulated; more expensive

• DeFi protocols: No corporate integration; no FASB benefits

Verdict: BCII could have 18-24 month competitive moat before realistic fast-followers emerge, if execution proceeds

IMPORTANT DISCLAIMER: THESE ARE POTENTIAL SCENARIOS

All financial projections, market adoption targets, and valuation potential presented above are forward-looking scenarios that depend on successful execution of our go-to-market strategy, corporate adoption of Coupon Token, regulatory framework stability, and token price appreciation.

These projections are NOT guaranteed. Actual results could differ materially from these potential outcomes

Success depends on:

• Securing corporate clients willing to adopt novel tokenized instrument

• Achieving Coinbase listing and institutional trading volume

• Maintaining regulatory clarity (CLARITY Act, FASB ASU 2023-08)

• Executing transfer agent API integrations without technical setbacks

• Token price appreciation aligning with market cap assumptions

• BCII's ability to manage 50/50 partnership with Digital Landia effectively

• Broader market acceptance of blockchain-based corporate finance innovations

This represents the opportunity space IF we execute well. We recognize the risks and execution challenges ahead.

CLOSING: BCII'S TRUE CALLING FULFILLED (IF WE EXECUTE)

What We Built

BCII was founded in 2016/2017 with a singular dedication to blockchain technology. For nine years, through various explorations and strategic decisions, the company remained committed to blockchain innovation.

We never strayed from that mission. Every direction was blockchain-based. Every partnership was blockchain-grounded. Every decision was made with blockchain at the core.

Today, we understand why.

What We Discovered

Coupon Token is not a departure from BCII's history. It is the fulfillment of BCII's nine-year blockchain mission

This blockchain-based tokenized corporate finance platform represents the convergence of:

• Nine years of blockchain infrastructure development

• CLARITY Act regulatory clarity (2025)

• FASB ASU 2023-08 accounting innovation (2024)

• Strategic partnerships that brought transformational innovation to market

What We Could Build (If We Execute Well)

Over the next 36 months, IF we successfully execute our strategy, BCII could:

• Launch Coupon Token to Nasdaq and OTC QB companies

• Build 270M+ token holdings on balance sheet worth $50-150M

• Generate $2.5M-5.5M annual recurring platform revenue

• Capture $40-130M annual mark-to-market gains

• Transform from $1.1M market cap to potential $600-800M valuation

• Position for Nasdaq uplisting and institutional recognition

The Potential Shareholder Opportunity

For BCII shareholders, IF we execute this strategy successfully:

• Potential market capitalization: From $1.1M to $600-800M (540-720x expansion)

• Potential EPS: -$0.12 → $2.17 (transformational improvement)

• Potential balance sheet: Negative book value → $250M+ in digital assets

BCII is positioned to execute on nine years of blockchain focus, now channeled into what could become the world's most transformational tokenized corporate finance platform-if we execute well and market conditions support adoption.

[Signature]

Joseph M. Salvani

Chief Executive Officer

BCII Enterprises Inc.

October 31, 2025

Safe Harbor Statement

This press release contains express or implied forward-looking statements within the Private Securities Litigation Reform Act of 1995 and other U.S. federal securities laws. These forward-looking statements and their implications are based on the current expectations of the management of the Company and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements

CONTACT:

Stuart Fine

https://remergify.com/

[email protected]

SOURCE: BCII Enterprises Inc.