Toronto, Ontario--(Newsfile Corp. - June 23, 2026) - Xcyte Digital Corp. (TSXV: XCYT) (the "Company" or "Xcyte") announces that it has received a complaint filed in the Superior Court of the State of California, County of Alameda, entitled Michael Nelson, et al. v. Xcyte Digital Corp., et al. (the "Complaint").

The copy of the Complaint received by the Company appears to be signed by counsel for the plaintiffs and does not appear to include signatures from the named plaintiffs themselves. Since the Complaint was not signed by the named plaintiffs, the Complaint is not a verified complaint under California law, meaning that the named plaintiffs have not confirmed the truth of the allegations under penalty of perjury.

The copy of the Complaint received by the Company was not file stamped and the named plaintiff's legal counsel has not provided a file stamped copy of the complaint. Due to delays in processing at the applicable court, the Company has been unable to independently verify whether the copy received is the final version accepted by the court or whether any additional signature pages or filing materials exist.

The Complaint names the Company, certain subsidiaries and related entities, and certain current or former officers and individuals as defendants. The plaintiffs include Michael Nelson, Melissa Nelson, in her capacity as trustee, and James Ye. The Complaint relates primarily to the termination of Mr. Nelson's employment agreement, certain promissory notes held by Mr. Nelson and a trust associated with Mr. Nelson, and Mr. Ye's assertion that his agreements with the Company are invalid.

The Complaint makes other allegations that the named plaintiffs may not have authority to assert. These allegations relate to the Company's 2024 acquisition of the webinar.net business and related transaction documents, and related matters. The acquisition of the webinar.net business arose pursuant to an agreement between the Company and Webinar.net Incorporated, a Delaware corporation, and Mr. Nelson and Mr. Ye are not party to that agreement in their individual capacities. Webinar.net Incorporated is not a party to the Complaint and to the Company's knowledge Mr. Nelson and Mr. Ye are minority shareholders of Webinar.net Incorporated who do not have authority to independently direct its actions. Based on communications between the Company's legal counsel and counsel to Webinar.net Incorporated, Webinar.net Incorporated has determined that it did not wish to assert any claims against the Company arising from the sale of the webinar.net business. Thus, to the Company's knowledge Mr. Nelson and Mr. Ye have not been authorized by Webinar.net Incorporated to assert any claims arising from the purchase of the webinar.net business on its behalf.

The plaintiffs seek, among other things, compensatory and punitive damages, rescission of certain transaction agreements, restitution, return of certain assets, payment of alleged promissory note obligations, alleged unpaid compensation, imposition of a constructive trust, appointment of a receiver over the webinar.net business unit, attorneys' fees, costs, interest, and other relief.

The allegations in the Complaint have not been proven in court. Xcyte disputes the allegations and intends to defend the matter. The Company is reviewing the Complaint with legal counsel and will provide further updates as required under applicable securities laws and stock exchange requirements.

The Company does not expect to comment further on the merits of the litigation while the matter is before the court, except as required by applicable law.

The Company continues to work closely with its auditor towards completing the Fiscal 2024 audit process. The remaining items are being addressed as a priority, and the Company is making every effort to finalize the audit and related financial statements as soon as possible. Once completed, the Company will proceed with the required filings and any related regulatory submissions.

About Xcyte Digital Corp.

Xcyte Digital Corp. (TSXV: XCYT) is a trusted global events technology partner, specializing in next generation event technology for physical, hybrid, virtual, immersive and phone-based events. Combining proprietary technology with a robust partner ecosystem, Xcyte offers both do-it-yourself and managed services, ensuring secure and scalable solutions worldwide. Thousands of clients, from innovative startups to major corporations, rely on Xcyte's cost-effective, multi-platform subscription model to meet their event needs. Xcyte Digital is headquartered in Canada and the USA, with operations across the globe. Visit us at xcytedigital.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this release constitute forward-looking statements or information under Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "will", "expects", "anticipates" or variations of such words and phrases or statements that certain actions, events or results "will" occur. In particular, ‎forward-looking ‎statements in this release include statements regarding the anticipated timing for the filing of the Annual Filings. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including that the Annual Filings may not be completed in the time anticipated. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company cautions readers of this news release not to place undue reliance on the forward-looking statements contained in this release as many factors could cause actual results or conditions to differ materially from current expectations. Additional information on these and other risk factors that could affect the Company's operations are outlined in the Company's continuous disclosure documents that can be found on SEDAR+ (www.sedarplus.ca) under Xcyte's issuer profile. Xcyte does not intend and disclaims any obligation, except as required by law, to update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/302588

Source: Xcyte Digital Corp.