Exhibit 99.61

CONFIDENTIAL

August 21, 2025

BITZERO BLOCKCHAIN INC. 

Cathedral Place 

925 West Georgia Street, Suite #1000 

Vancouver, British Columbia 

V6C 3L2

Attention: Mohammed Salah Bakhashwain

Dear Mr. Bakhashwain,

This non-binding letter agreement (“Letter Agreement”) outlines the terms and conditions upon which WBM Capital Corp. (“ShellCo”), a company existing under the laws of the Province of British Columbia, proposes to acquire all of the issued and outstanding equity securities and securities convertible into equity securities of BitZERO Blockchain Inc. (“Target”; each a “Party”; and, together, the “Parties”), a corporation existing under the laws of the Province of British Columbia, resulting in the reverse takeover of ShellCo by the securityholders of Target (the “Acquisition”). Following completion of the Acquisition, the common shares (the “Resulting Issuer Common Shares”) in the capital of ShellCo (following the completion of the Acquisition, the “Resulting Issuer”) are proposed to be listed on the Canadian Securities Exchange (the “Exchange”).

This Letter Agreement does not represent a commitment to complete the Acquisition and is non-binding except as set forth in Section 16 below. By executing this Letter Agreement, the Parties agree to proceed towards the consummation of the Acquisition in good faith, subject to the terms and conditions of this Letter Agreement, and for presentation of this Letter Agreement to their respective boards and respective shareholders, if applicable. This Letter Agreement will become binding on the Parties upon the delivery of a notice to ShellCo by the Target confirming that the Target is satisfied with the results of its due diligence investigations of ShellCo. For the purposes of this Letter Agreement, “person” has the same meaning given to it in the Securities Act (Ontario).

1.       Representations and Warranties of ShellCo. ShellCo represents and warrants to Target as of the date hereof:

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there are no securities or convertible securities of Target outstanding and there are no other agreements by which Target is bound or to which it is a party, which would require Target to issue any securities.

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For the purposes of this Letter Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or any other day that commercial banks are not generally open for business in Toronto, Ontario.

Notwithstanding anything in this Letter Agreement, the parties agree to act in good faith to amend the terms of the Letter Agreement if a particular legal structure is determined by one or both parties hereto to be beneficial or advisable for the purpose of addressing any liability, corporate, securities or tax concern of the parties, the parties shall, at such time, consider in good faith the available alternatives that would best address such issue.

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4.           Board of Directors and Management. Subject to compliance with applicable laws and approval by the Exchange and the filing of all required materials, including personal information forms, the members of the board of directors of the Resulting Issuer will be determined at the sole discretion of Target (the “Board Nominees”).

5.           No Press Release. Until the Closing Date, no press release or other statement regarding the Acquisition or this Letter Agreement shall be issued by either Party without the prior written consent of the other Party, such consent to not be unreasonably withheld, conditioned or delayed, as to form, content, timing and manner of distribution or publication, provided that no Party shall be prevented from making any disclosure which is required to be made by law or pursuant to applicable legislation and the rules and policies of the Exchange. Target acknowledges that ShellCo will announce the execution of this Letter Agreement by press release (with Target being provided with an opportunity to review and comment on such press release in advance of its dissemination) and describe the terms of the Acquisition in its continuous disclosure filings in accordance with applicable laws.

6.           Covenants. Until the earlier of the Closing Date or the date of termination of this Letter Agreement pursuant to Section 10 hereof, except pursuant to the transactions contemplated herein, ShellCo and Target agree that:

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9.           Confidentiality. Except as required by applicable law and the rules and policies of the Exchange, ShellCo and Target will receive and maintain all information received from the other strictly in confidence and not disclose to any person, other than to its representatives or advisors, or make public or authorize the disclosure of any such information and not use such information for any purpose except to evaluate a mutually agreed transaction among the parties unless:

If this Letter Agreement is terminated each Party must immediately destroy or return to the other Party all confidential information that was furnished to it, without retaining any copy thereof and provide confirmation in writing by an officer of each Party of such destruction. Notwithstanding the foregoing, each Party may retain such copies of confidential information (i) as are required to be retained to comply with law or reasonable and bona fide corporate governance requirements; and (ii) stored as a result of any routine electronic backup, recovery, business continuity or contingency planning, or archival systems provided that any materials retained pursuant to this Section 9 will continue to be subject to the restrictions on the use and disclosure contained herein so long as they are retained.

10.         Termination. This Letter Agreement may be terminated, with such date being the termination date (the “Termination Date”):

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11.         Access to Information. ShellCo will allow Target and its authorized representatives, including legal counsel and consultants, access to all information, books or records and its personnel as may be reasonably requested, and Target will allow ShellCo and its authorized representatives, including legal counsel and consultants, access to all information, books or records and its personnel as may be reasonably requested. The Target and ShellCo shall also usually commercially reasonable efforts cause its respective directors, employees, accountants and other agents and representatives to cooperate fully with ShellCo or Target (as the case may be) and its representatives in connection therewith.

12.         Conduct of Business.

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Each Party shall bear its respective costs incurred in connection with the preparation, execution, and performance of this Letter Agreement and the transactions contemplated thereby, including all fees and expenses of agents, representatives, counsel, and accountants. Notwithstanding the foregoing, the Target will reimburse the ShellCo for fees and expenses associated with the Acquisition up to a maximum of C$75,000, payable by the Target upon receipt of invoices or payment receipts in connection with such fees and expenses (the “ShellCo Reimbursement”).

If, prior to the earlier of the Termination Date and December 31, 2025, the Target or ShellCo (such party, the “Breaching Party”) directly or indirectly, in one or more transactions, enters into a written agreement to complete a Qualified Transaction (as defined herein), or otherwise effects a Qualified Transaction, then the Breaching Party shall (A) immediately provide written notice to the other Party (the “Non-Breaching Party”) of the Qualified Transaction; and (B) upon the earlier of the execution of a written agreement in respect of a Qualified Transaction or the consummation or effectiveness of a Qualified Transaction, pay a cash termination fee to the Non-Breaching Party equal to US$250,000.

A “Qualified Transaction” shall be defined as: (i) a transaction resulting in the business or assets of Target or ShellCo being listed (directly or indirectly) on a stock exchange, including but not limited to an initial public offering, plan of arrangement, amalgamation, reverse take-over or other business combination pursuant to which the securities of Target (or any resulting issuer or parent thereof) are listed on a stock exchange; or (ii) a Change of Control (as defined below).

A “Change of Control” means, other than any of the transactions completed herein,: (i) any transaction (whether by private placement, purchase, merger or otherwise) whereby a person or persons acting jointly or in concert directly or indirectly acquires the right to cast, at a general meeting of shareholders of Target or ShellCo, more than 20% of the votes that may be ordinarily cast at a general meeting; (ii) Target or ShellCo’s amalgamation, consolidation or merger with or into any other person, any merger of another person into Target or ShellCo, as applicable,, unless the holders of voting securities of Target or ShellCo, as applicable, immediately prior to such amalgamation, consolidation or merger hold securities representing 80% or more of the voting control or direction in Target or ShellCo, as applicable, or the successor entity upon completion of such amalgamation, consolidation or merger; or (iii) any conveyance, transfer, sale lease or other disposition of all or substantially all of Target or ShellCo, as applicable, and/or their respective subsidiaries’ assets and properties, taken as a whole, to another person.

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16.         Non-Binding and Binding Provisions. The terms hereof constitute a non-binding agreement between the Parties with respect to the subject matter hereof and shall not be construed or constituted as an enforceable legal agreement, except for Sections 5, 9, 10, 12, 13, 14 and 16 to 23 (inclusive) of this Agreement, which the Parties hereto agree shall create legal obligations and liabilities, the consideration for which shall be the mutual covenants of the Parties contained herein. Upon written notice to ShellCo by the Target confirming satisfactory completion of its due diligence investigations of ShellCo, the entirety of this Letter Agreement will become binding upon the Parties.

17.         Survival. In recognition of the costs to be borne by each of the parties in pursuing the Acquisition and in further consideration of their respective undertakings as to the matters described in this Letter Agreement, the provisions of Sections 5, 9, 10, 12, 13, 14 and 16 to 23 (inclusive) will survive in the event that this Agreement is terminated. Notwithstanding the foregoing, the termination of this Letter Agreement will not affect the liability of a Party for breach of any of the provisions hereof before the termination of this letter agreement.

18.         Notice. Any notice or other communication to be given hereunder shall, in the case of notice to be given to Target, be addressed to:

BitZERO Blockchain Inc. 

1000 – 925 West Georgia Street 

Vancouver, British Columbia 

V6C 3L2

and, in the case of notice to be given to ShellCo, be addressed to:

WBM Capital Corp. 

1900 – 1040 West Georgia Street 

Vancouver, British Columbia 

V6E 4H3

or to such other address as any of the parties may designate by notice given to the others.

Each notice shall be personally delivered to the addressee or sent by electronic transmission to the addressee and a notice shall, if delivered prior to 4:30 pm on a Business Day (local time at the place of receipt), be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered.

19.         Governing Law. This Letter Agreement and all ancillary documents, wherever possible, shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

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20.         Successors and Assigns. This Letter Agreement will be binding upon, and will enure to the benefit of and be enforceable by the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. No assignment of this Letter Agreement will be permitted without the consent of the other Party.

21.         Further Assurances. Subject to the provisions hereof, each Party shall do all such things and execute and deliver all such further documents and instruments as the other Party may reasonably require to give effect to and implement this Letter Agreement and the transactions contemplated hereunder, all in accordance with their true intent.

22.         Currency. Unless otherwise indicated, all references to “$” or “dollars” shall refer to the lawful currency of Canada.

23.         Execution by Counterpart. This Letter Agreement may be signed in two or more counterparts and by facsimile or PDF.

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THIS AGREEMENT is hereby accepted on the terms and conditions set forth herein on August 21, 2025.

Signature Page – ShellCo – BitZERO – Letter Agreement