Innovation Beverage Group Enters into Letter of Intent (Form 6-K)

Innovation Beverage Group Enters into Letter of Intent

for Potential Merger with BlockFuel Energy, Inc.

Sydney, Australia, September 23, 2025-Innovation Beverage Group Ltd, ("IBG" or the "Company") (Nasdaq: IBG), an innovative developer, manufacturer, and marketer of a growing beverage portfolio of 60 formulations across 13 alcoholic and non-alcoholic brands, today announced it has entered into a non-binding letter of intent for a merger transaction with BlockFuel Energy Inc., a Texas corporation ("BlockFuel" or "BFE") engaging in combining oil and gas exploration with state-of-the-art power generation to power bitcoin mining operations and high-performance data centers in North America.

The letter of intent outlines IBG's acquisition of BlockFuel through a transaction structured as a reverse triangular merger, with a newly formed subsidiary of IBG merging with and into BFE, with BFE as the surviving entity, but with the owners of BFE receiving a number of IBG common stock equal to 90% of the total number of issued and outstanding shares of IBG common stock on a post-transaction basis. Upon closing of the contemplated transaction, it is expected that Daniel Joseph Lanskey, currently President and CEO of BlockFuel and a Director of IBG, would be appointed Chairman of the Board and Chief Executive Officer of IBG, and Sahil Beri, currently Chairman of the Board and Chief Executive Officer of IBG, be appointed as President of a newly formed Australian beverage subsidiary. Sahil Beri would also continue to serve on the board of IBG for a period of 6 months after closing of the contemplated transaction.

Based on the independent fairness analysis and report conducted by Marshall & Stevens Transaction Advisory Services, the post-transaction combined company resulting from the merger of IBG and BFE is expected to have an equity valuation range of approximately US$220 million to US$343 million. As shareholders of IBG will own 10% of the combined entity upon closing, this equates to an implied post-transaction equity value for IBG in the range of US$22 million to US$34.3 million, compared to a pre-transaction valuation of US$2.9 million to US$6.3 million.

BFE has signed an exclusive Letter of Engagement with Needham & Company to act as its investment banking partner.

The letter of intent is non-binding and the parties intend to enter into good faith negotiations towards a definitive agreement governing the transaction, subject to due diligence review. The letter of intent contemplates that the merger closing would be subject to certain closing conditions, including the completion of a separate financing prior to or contemporaneous with the merger, the approval of the stockholders of BFE and IBG, any regulatory approvals that may be required, including any required approval by Nasdaq for the listing of BFE common stock to be issued. However, these terms are not binding, and any definitive agreement that may be reached is expected to contain other customary and negotiated terms and conditions and may contain terms and conditions different from those contemplated in the letter of intent.

IBG Chief Executive Officer, Sahil Beri, commented, "We are thrilled to partner with BlockFuel through this reverse merger, providing a public vehicle for their exceptional business in the oil/gas and crypto mining sectors. They are expanding an age old oil and gas mining industry to the new digital age of crypto mining and we are delighted to partner with them."

Daniel Lanskey, Executive Chairman of BlockFuel added, "Joining forces with IBG is an exciting step forward for our team and our technology. The combined company will bring together our unique technology for turning natural gas at its source, including stranded or flared gas, into a potent resource with access to public markets as we aim to capture significant opportunities in both cleaner energy and digital assets."

About Innovation Beverage Group

Innovation Beverage Group is a developer, manufacturer, marketer, exporter, and retailer of a growing beverage portfolio of 60 formulations across 13 alcoholic and non-alcoholic brands for which it owns exclusive manufacturing rights. Focused on premium and super premium brands and market categories where it can disrupt age old brands, IBG's brands include Australian Bitters, BITTERTALES, Drummerboy Spirits, Twisted Shaker, and more. IBG's most successful brand to date is Australian Bitters, which is a well-established and favored bitters brand in Australia. Established in 2018, IBG's headquarters, manufacturing and flavor innovation center are located in Sydney, Australia with a U.S. sales office located in California. For more information visit: https://www.innovationbev.com/

About BlockFuel Energy

BlockFuel Energy is involved in the exploration and development of proven oil fields onshore in Northern America. By turning natural gas at the source, including stranded and flared gas, into a potent resource for the digital era, BlockFuel Energy intends to redefine the energy industry. BlockFuel Energy combines state-of-the-art power generation with oil and gas exploration to power bitcoin mining operations and high-performance data centers. Our vertically integrated concept allows us to use co-location and modular power generation techniques to optimize efficiency and investment returns. Our cutting-edge solutions for energy optimization and extraction will enable us to transform underdeveloped resources into high-margin, scalable, and sustainable revenue streams. For more information visit: Block Fuel Energy

About Needham & Company

Needham & Company is a globally recognized investment banking and asset management firm focused solely on growth companies and their investors. Founded in 1985, the firm is headquartered in New York City with offices in Boston, Minneapolis, San Francisco, and Miami.