Exhibit 10.1

LETTER OF INTENT

FOR THE PROPOSED ACQUISITION OF SUBSTANTIALLY
ALL ASSETS AND BUSINESS OPERATIONS OF

RESMAC, INC.

Dated: May 30, 2026

This Letter of Intent (this “Letter” or “LOI”) is entered into as of the date set forth above by and between the following parties:

Acquirer:

Netcapital Inc., a Utah corporation with its principal executive offices at 1 Lincoln Street, Boston, Massachusetts 02111, whose common stock is listed on The Nasdaq Capital Market under the ticker symbol “NCPL,” Commission File Number 001-41443 (the “Acquirer” or “NCPL”), acting directly or through a wholly-owned subsidiary to be formed under the laws of the State of South Dakota as further described herein.

Seller:

RezyFi, Inc., a Florida corporation (“Seller” or “RezyFi”), as the sole shareholder and 100% owner of ResMAC, Inc., a Florida corporation incorporated in the State of Florida in 2008 (“Target” or “ResMAC”), acting by and through John Vu, its Chief Executive Officer. As of March 31, 2026, RezyFi has 6,787,006 common shares outstanding, with JJ Zheng holding a controlling interest of approximately 68.28% of such shares.

RECITALS

The parties enter into this Letter with reference to the following facts and circumstances, which form an integral part of the understanding between them:

WHEREAS, ResMAC, Inc. is a licensed residential mortgage bank holding an active HUD Title II non-supervised direct endorsement mortgagee approval, operating in eleven (11) states with capability to expand nationwide, maintaining warehouse financing relationships supporting approximately $51.8 million in total assets as of March 31, 2026, and generating an annualized revenue run-rate of approximately $4.76 million with a demonstrated trajectory toward profitability;

WHEREAS, ResMAC’s management has identified an opportunity to significantly expand its mortgage origination platform by increasing warehouse lending capacity from approximately $25 million to approximately $200 million, which management believes can drive annual revenue growth to an estimated $32 million, and which expansion requires growth capital of approximately $15 to $20 million that ResMAC cannot access through its current capital structure;

WHEREAS, Netcapital Inc. is a Nasdaq-listed fintech company operating a regulated investment portal (www.netcapital.com), a FINRA-registered broker-dealer subsidiary, and the NetNudge AI platform, providing the capital markets infrastructure, regulatory standing, shareholder base, and technology resources necessary to (a) support a registered public offering of equity securities of a financial services subsidiary through a Form S-1 registration statement and Rule 15c2-11 market maker application, (b) provide the broker-dealer infrastructure to facilitate secondary mortgage market transactions and warehouse line optimization, and (c) create a publicly-traded vehicle for ResMAC’s growth that is accessible to the existing shareholder base of Netcapital Inc.;

WHEREAS, Seller has entered into a Share Exchange Agreement with ECGI Holdings, Inc. (OTC: ECGI), a company with a reported market capitalization of approximately $336,000 as of March 2026, which Seller acknowledges is unable to deliver the capital markets access, Nasdaq listing pathway, shareholder base, or S-1 financing capability that the ResMAC business requires to execute its growth strategy;

WHEREAS, Seller has approached Acquirer as a superior strategic partner, recognizing that Acquirer’s existing Nasdaq listing, registered broker-dealer, regulated investment portal, and demonstrated capital markets capability represent the path most likely to deliver the $15 million in growth capital, the public market for ResMAC’s equity, and the liquidity event that the shareholders of RezyFi, Inc. — including its controlling shareholder who has invested approximately $8.87 million in the enterprise — are seeking;

WHEREAS, the parties intend to structure the Proposed Transaction such that: (i) Acquirer acquires substantially all assets and operations of ResMAC through a newly formed South Dakota holding company subsidiary wholly owned by NCPL; (ii) Seller receives equity in such subsidiary as acquisition consideration; (iii) the subsidiary completes a registered public offering on Form S-1 targeting gross proceeds of $15 million; and (iv) Netcapital Inc. distributes its interest in the subsidiary to NCPL shareholders of record as a dividend spinout, creating a new publicly-traded financial services company in which both NCPL shareholders and Seller become direct equity holders; and

WHEREAS, this structure is designed to reward Netcapital Inc. shareholders through the creation of a new, separately-traded public financial services company; to provide ResMAC with the growth capital and public market access it requires; to give RezyFi’s shareholders, including its controlling founder, a credible and liquid path to value realization; and to create meaningful, recurring revenue attributable to the ResMAC business within Netcapital Inc.’s consolidated financial statements during the pre-spinout period.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants herein, the parties agree as follows:

1. TRANSACTION STRUCTURE

1.1 Nature of Transaction. The Proposed Transaction shall be structured as a purchase by the SD Holdco (as defined in Section 1.2) of substantially all of the assets and assumed liabilities of ResMAC, Inc. (the “Asset Purchase”). In connection with the closing of the Asset Purchase (the “Closing”), the SD Holdco shall acquire the following assets of ResMAC (collectively, the “Acquired Assets”):

(a) all active state mortgage lending licenses held by ResMAC in each jurisdiction where ResMAC currently holds a license, including without limitation the eleven (11) active lending states as of the date hereof, and all pending or in-process license applications in additional states;

(b) the HUD Title II, non-supervised direct endorsement mortgagee approval and all related FHA certifications and approvals, subject to receipt of HUD prior written approval for the change of control as described in Section 4.1 hereof;

(c) all mortgage servicing rights held by ResMAC as of the Closing Date;

(d) all mortgage loans held for sale, with a balance of approximately $27.9 million as of March 31, 2026, and mortgage loans held for investment, with a balance of approximately $14.7 million as of March 31, 2026, subject to warehouse lender consent;

(e) all technology systems, software, loan origination platforms, proprietary data, and borrower and counterparty information of ResMAC;

(f) all trade names, domain names, trademarks, and the goodwill of the ResMAC business;

(g) all customer, borrower, broker, and referral source relationships and associated data; and

(h) all contracts, agreements, and operating arrangements necessary to conduct ResMAC’s mortgage origination, servicing, and related business as a going concern, subject to any required third-party consents.

1.2 South Dakota Holding Company. Prior to or concurrent with the Closing, Acquirer shall form a wholly-owned subsidiary incorporated under the laws of the State of South Dakota (the “SD Holdco”), which shall serve as the direct acquiring entity in the Asset Purchase, the holder of all Acquired Assets, the issuing entity for the SD Holdco Preferred described in Section 2 hereof, and the registrant for the S-1 offering and spinout described in Section 5 hereof. The SD Holdco shall be organized as a C-corporation for United States federal income tax purposes. South Dakota is selected as the state of formation for its deep financial services regulatory infrastructure, its absence of corporate income tax, and its established standing as a jurisdiction for financial services holding companies, including major institutions such as Citibank and Wells Fargo.

1.3 Relationship to ECGI Holdings Transaction. The parties acknowledge that RezyFi, Inc. entered into a Share Exchange Agreement with ECGI Holdings, Inc. (OTC: ECGI) dated March 24, 2026 (the “ECGI Agreement”). Seller acknowledges and represents to Acquirer that ECGI Holdings, Inc. does not have, and has not demonstrated, the financial capacity, capital markets standing, or regulatory infrastructure necessary to deliver the growth capital, public market access, or shareholder base that the ResMAC business requires to execute its expansion strategy, and that Seller is entering into this LOI because Acquirer represents a materially superior strategic and financial partner for achieving those objectives. As a condition precedent to Closing, Seller shall deliver to Acquirer written evidence, satisfactory to Acquirer’s independent counsel, that the ECGI Agreement has been validly terminated or has expired by its terms, or that the Proposed Transaction may be consummated without any restriction, liability, or encumbrance arising from the ECGI Agreement. This condition may not be waived by Acquirer.

2. VALUATION AND PURCHASE CONSIDERATION

2.1 Valuation Methodology. The parties acknowledge the following valuation basis for the Proposed Transaction, reflecting recognized valuation methodologies applied to ResMAC’s most current available financial data:

(a) Book Value Method. As reflected in ResMAC’s unaudited financial statements for the period ended March 31, 2026 (the “March 2026 Financials”), ResMAC’s total assets are approximately $51.8 million and total shareholders’ equity is approximately $2.7 million. Applied at 1.0x stated book equity, this method yields an indicated equity value of approximately $2,700,000.

(b) Revenue Multiple Method. ResMAC generated total revenues of approximately $3.57 million in the nine months ended March 31, 2026, representing an annualized run-rate of approximately $4.76 million, with loan sale income of approximately $2.31 million as the primary revenue component. Applied at a 1.0x revenue multiple consistent with non-bank mortgage originator transactions, this method yields an indicated platform value of approximately $4,760,000.

(c) Strategic Platform and Forward Growth Value. ResMAC holds active HUD Title II non-supervised direct endorsement mortgagee approval, established warehouse lending relationships with approximately $25 million in current capacity, two years of audited GAAP financial statements, and experienced management capable of executing wholesale origination growth. Management projects revenue growth to an estimated $32 million annually upon deployment of approximately $20 million in additional warehouse capacity at an estimated 10:1 leverage ratio. The replacement cost of ResMAC’s regulatory platform, licensing, and operational infrastructure is estimated at not less than $2,000,000. The forward growth value of this platform, when capitalized through the S-1 and spinout described in Section 5, is expected to significantly exceed the current book value of the enterprise.

2.2 Agreed Acquisition Value. Based upon the foregoing valuation methodologies and the parties’ mutual negotiation, the total acquisition value for the Acquired Assets shall be Five Million Dollars ($5,000,000) (the “Acquisition Value”), representing approximately 1.85 times ResMAC’s total stated shareholders’ equity as of March 31, 2026 and approximately 1.05 times annualized revenue run-rate. The parties acknowledge that the Acquisition Value, while reflecting current financial metrics, is expected to represent a significant discount to the value of the SD Holdco upon completion of the S-1 offering and Spinout described in Section 5, and that the primary value creation mechanism for Seller is the SD Holdco equity received herein and the public market liquidity that the Spinout is designed to provide. The Acquisition Value shall be payable solely in the form of Series A Convertible Preferred Stock of the SD Holdco, as described in Section 2.3 below. No consideration of any kind shall be paid by Netcapital Inc. directly; all consideration shall be issued exclusively by the SD Holdco.

Buying at roughly 1x current metrics and then injecting $15M of growth capital can absolutely set you up for a 6–7x-type valuation outcome on a larger earnings or revenue base, if management delivers on the projected scale and profitability, and the market gives you a reasonable multiple. The deal structure, by pushing most of the seller’s upside into SD Holdco/Spinout equity rather than upfront cash, does in fact align and “force” them to perform for the full value to be realized.

2.3 Form of Consideration — SD Holdco Series A Convertible Preferred Stock. The Acquisition Value shall be paid by the issuance to Seller of a newly designated series of preferred stock of the SD Holdco designated as the “Series A Convertible Preferred Stock” of the SD Holdco (the “SD Holdco Preferred”), at a stated value of $2.00 per share, resulting in the issuance of Two Million Five Hundred Thousand (2,500,000) shares of SD Holdco Preferred with an aggregate stated value of $5,000,000. The SD Holdco Preferred shall be authorized and issued pursuant to a Certificate of Designation filed with the South Dakota Secretary of State prior to or at Closing, and shall have the following material terms:

(a) Stated Value and Issuance. Each share of SD Holdco Preferred shall have a stated value of $2.00 per share. The 2,500,000 shares shall be issued to Seller at Closing as full consideration for the Acquired Assets. No cash consideration shall be paid.

(b) Dividends. Cumulative dividends at the rate of six percent (6%) per annum on the stated value, payable in kind in additional shares of SD Holdco Preferred only when, as, and if declared by the SD Holdco Board. No cash dividends shall be paid on the SD Holdco Preferred.

(c) Conversion into SD Holdco Common Stock Only. Shares of SD Holdco Preferred shall be convertible solely into shares of SD Holdco common stock at a ratio of one (1) share of SD Holdco common stock for each one (1) share of SD Holdco Preferred*, subject to customary anti-dilution adjustments. Conversion shall occur automatically upon the Spinout (as defined in Section 5.2) or the effectiveness of the S-1 registration statement of the SD Holdco, or at such earlier date as the SD Holdco Board may determine. The SD Holdco Preferred shall at no time be convertible into, or exchangeable for, any security of Netcapital Inc. This structure ensures that the Proposed Transaction triggers no issuance of Netcapital Inc. securities, and therefore does not implicate the shareholder approval requirements of Nasdaq Listing Rules 5635(a), 5635(b), or 5635(d) as they apply to Netcapital Inc.

(d) Voting Rights. One (1) vote per share, voting together with holders of SD Holdco common stock as a single class on all matters submitted to a vote of SD Holdco shareholders, except as otherwise required by law.

(e) Liquidation Preference. Upon any liquidation, dissolution, or winding up of the SD Holdco, holders of SD Holdco Preferred shall be entitled to receive, prior to any distribution to holders of SD Holdco common stock, the stated value of $2.00 per share plus any accrued and unpaid dividends thereon.

(f) Lock-Up. Any shares of SD Holdco common stock issued upon conversion of SD Holdco Preferred shall be subject to an eighteen (18) month lock-up period from the date of the Spinout or conversion, as the case may be, pursuant to a lock-up agreement to be executed by Seller at Closing.

2.4 Nasdaq Rule 5635 Compliance. The parties expressly acknowledge that the consideration structure set forth in Section 2.3 is designed to comply with Nasdaq Listing Rule 5635 in all respects. Because the sole consideration issued in the Proposed Transaction consists of SD Holdco Preferred — a security of the SD Holdco, a private subsidiary of Netcapital Inc. — and not of any security of Netcapital Inc. itself, no issuance of Netcapital Inc. common stock or securities convertible into or exercisable for Netcapital Inc. common stock occurs in connection with the Proposed Transaction. Accordingly, the shareholder approval requirements of Nasdaq Listing Rules 5635(a), 5635(b), and 5635(d) are not triggered with respect to Netcapital Inc. Netcapital Inc. shall consult with Nasdaq Listing Qualifications staff prior to Closing to confirm this analysis and shall take such additional steps as Nasdaq may reasonably require.

2.5 Performance-Based Earnout. In addition to the base consideration, Seller shall be eligible to receive additional shares of SD Holdco Preferred as follows:

(a) Revenue Earnout. Up to One Million (1,000,000) additional shares of SD Holdco Preferred, issuable if the ResMAC business unit achieves cumulative GAAP revenue of not less than Ten Million Dollars ($10,000,000) within twenty-four (24) months of the Closing Date, as confirmed by the SD Holdco’s independent accountants.

(b) Capital Markets Earnout. Up to Five Hundred Thousand (500,000) additional shares of SD Holdco Preferred, issuable upon the SD Holdco completing a Form S-1 registered public offering declared effective by the SEC resulting in gross proceeds of not less than Ten Million Dollars ($10,000,000).

3. ASSUMED AND EXCLUDED LIABILITIES

3.1 Assumed Liabilities. The SD Holdco shall assume at Closing the following liabilities of ResMAC (the “Assumed Liabilities”), the assumption of each of which the parties acknowledge is a material condition to Seller’s willingness to consummate the Proposed Transaction:

(a) all existing warehouse credit facilities and mortgage financing arrangements of ResMAC, including the warehouse line utilization of approximately $38.1 million as of March 31, 2026, subject to the prior written consent of each applicable warehouse lender to the assignment of such facilities to the SD Holdco on terms no less favorable than currently in effect;

(b) the operating lease obligations of ResMAC for its principal office space;

(c) ordinary course mortgage servicing and origination obligations arising from loans closed and funded prior to Closing;

(d) all related-party notes payable and amounts due to officers and related parties of ResMAC as reflected in the most recent financial statements of ResMAC, it being understood by the parties that the assumption of these obligations is essential to the consummation of the Proposed Transaction and reflects the operational reality of ResMAC’s existing capital structure; and

(e) the paycheck protection program note payable of approximately $370,838 as reflected in the FY2025 financial statements of ResMAC, the assumption of which is similarly essential to the consummation of the Proposed Transaction.

3.2 Excluded Liabilities. Except for the Assumed Liabilities in Section 3.1, the SD Holdco shall not assume, and Seller shall retain sole responsibility for, all other liabilities of ResMAC or RezyFi of any nature, including without limitation:

(a) all tax liabilities attributable to periods ending on or prior to the Closing Date;

(b) all litigation, regulatory proceedings, or governmental claims pending or threatened as of the Closing Date; and

(c) any obligations, liabilities, or claims of any nature arising from the ECGI Agreement or any related transaction documents.

3.3 Indemnification. From and after Closing, Seller shall indemnify, defend, and hold harmless the SD Holdco and Acquirer for all losses arising from (i) any Excluded Liability, (ii) any breach of Seller’s representations and warranties in the Definitive Agreement, or (iii) any claim arising from the ECGI Agreement or related documents. Indemnification cap: $5,000,000. Basket: $50,000. Survival: twenty-four (24) months post-Closing.

4. CONDITIONS PRECEDENT TO CLOSING

4.1 HUD Change-of-Control Approval. The SD Holdco shall have obtained prior written approval from HUD for the change of control of ResMAC’s Title II non-supervised direct endorsement mortgagee approval. The parties shall cooperate to file the HUD approval application within fifteen (15) business days of LOI execution. This condition may not be waived by either party.

4.2 ECGI Agreement Resolution. Seller shall have delivered to Acquirer written evidence satisfactory to Acquirer’s independent counsel that the ECGI Agreement has been validly terminated, has expired by its terms, or does not encumber the Proposed Transaction. This condition may not be waived by Acquirer.

4.3 Warehouse Lender Consents. Written consent from each warehouse lender to the assignment of all assumed credit facilities to the SD Holdco on materially consistent terms.

4.4 State License Transfers. Receipt of, or written confirmation of pending approval of, all required mortgage lending license transfers or new applications in each state where ResMAC currently holds an active license and conducts origination activity.

4.5 Due Diligence. Acquirer shall have completed confirmatory due diligence to its satisfaction in its sole discretion within forty-five (45) days of LOI execution. Seller shall provide reasonable access to all books, records, personnel, and properties of ResMAC during such period.

4.6 No Material Adverse Change. No material adverse change in ResMAC’s business, financial condition, regulatory approvals, HUD approval status, or warehouse lending availability between the date of this Letter and the Closing Date.

4.7 Board Approval. The Board of Directors of Netcapital Inc. shall have approved the Proposed Transaction following full disclosure of all related-party relationships among the parties, and shall have determined that the Proposed Transaction is in the best interests of NCPL shareholders.

4.8 SD Holdco Certificate of Designation. The Certificate of Designation for the SD Holdco Preferred shall have been duly adopted by the SD Holdco Board and filed with the South Dakota Secretary of State.

4.9 Leadership and Compensation Agreements. Prior to or at Closing: (a) John Vu shall have executed an employment agreement with the SD Holdco to serve as President of the SD Holdco and ResMAC for a minimum term of twenty-four (24) months, with compensation, benefits, and other terms to be negotiated and set forth in a separate employment agreement attached as an exhibit to the Definitive Agreement; and (b) Todd Violette, as Chief Executive Officer of Netcapital Inc., shall serve as Chief Executive Officer of the SD Holdco, and shall receive an equity grant in the SD Holdco and a success fee as further described in Section 5.4 hereof, the terms of which shall be approved by independent members of the NCPL Board of Directors consistent with applicable securities laws and Nasdaq corporate governance requirements.

4.10 Definitive Agreement. The parties shall have executed the Definitive Agreement and all ancillary agreements in form and substance satisfactory to both parties and their respective independent legal counsel.

5. CAPITAL MARKETS STRATEGY, SPINOUT, AND MANAGEMENT EQUITY

5.1 Strategic Purpose — Nasdaq Access, Shareholder Base, and Growth Capital. The parties acknowledge that the primary strategic benefit to Seller and RezyFi’s shareholders of the Proposed Transaction — as distinguished from the ECGI transaction or any other alternative — is Acquirer’s ability to deliver: (a) a credible Form S-1 registered public offering of SD Holdco equity supported by two years of audited ResMAC financial statements; (b) a FINRA-registered market maker application pursuant to Rule 15c2-11 under the Securities Exchange Act of 1934, enabling a public trading market for SD Holdco securities; (c) access to the existing Netcapital Inc. shareholder base as a foundational investor pool for the SD Holdco offering and subsequent public trading market;

(d) the broker-dealer infrastructure of Netcapital Securities to facilitate secondary mortgage market transactions, warehouse line optimization, and investor relations; and (e) the NetNudge AI platform and Netcapital portal for mortgage borrower acquisition and origination automation. The failure of Acquirer to pursue the S-1 and the Spinout in good faith and with commercially reasonable efforts following Closing shall be considered a material breach of the spirit of this Letter, though not of any binding covenant hereof, and shall be taken into account in the negotiation of the Definitive Agreement.

5.2 S-1 Registration Statement. Following the Closing, Acquirer and the SD Holdco shall use commercially reasonable efforts to prepare and file with the SEC a registration statement on Form S-1 registering the equity securities of the SD Holdco for public distribution (the “S-1”). The financial statements of ResMAC, including the audited financial statements for the fiscal years ended June 30, 2024 and June 30, 2025 (attached hereto as Exhibits A and B, respectively) and the unaudited financial statements for the period ended March 31, 2026 (attached hereto as Exhibit C), shall provide the financial disclosure foundation for the S-1. The SD Holdco shall target gross proceeds from the S-1 offering of not less than Fifteen Million Dollars ($15,000,000), to be used for the following purposes in the approximate proportions to be set forth in the S-1 Use of Proceeds: (a) expansion of ResMAC’s warehouse lending capacity from approximately $25 million to approximately $200 million; (b) technology integration with the Netcapital portal and NetNudge AI platform; (c) maintenance of HUD-required minimum net worth; (d) broker-dealer capital markets infrastructure buildout; and (e) general working capital.

5.3 Rule 15c2-11 Market Maker Application. In connection with the S-1 process, Acquirer and the SD Holdco shall facilitate the submission of a Form 211 application pursuant to Rule 15c2-11 under the Securities Exchange Act of 1934 to a FINRA-registered market maker, enabling the SD Holdco’s equity securities to be quoted and traded in the public markets following the effectiveness of the S-1. The parties intend for the SD Holdco’s securities to ultimately qualify for listing on The Nasdaq Capital Market, consistent with the strategic objectives of providing Seller’s shareholders with a liquid, exchange-traded security.

5.4 Spinout and Dividend Distribution to NCPL Shareholders. Subject to applicable securities laws, Nasdaq Listing Rules, and the fiduciary obligations of the NCPL Board of Directors, following the effectiveness of the S-1 and the establishment of a public trading market for SD Holdco securities, Netcapital Inc. intends to distribute shares of SD Holdco common stock to shareholders of Netcapital Inc. of record as a taxable stock dividend or pro-rata distribution (the “Spinout”). The Spinout is the primary mechanism by which Netcapital Inc. intends to deliver value directly to NCPL shareholders, by converting an illiquid subsidiary interest into a freely tradeable public equity security held directly by those shareholders. Concurrent with or following the Spinout, the SD Holdco Preferred held by Seller shall automatically convert into SD Holdco common stock pursuant to its terms as set forth in Section 2.3(c), making Seller a direct shareholder of the independent publicly-traded SD Holdco alongside former NCPL shareholders. The result is a publicly-traded financial services company whose shareholders include the existing NCPL shareholder base and Seller’s principals — precisely the outcome that Seller has identified as its primary motivation for the Proposed Transaction. The specific terms, record date, distribution ratio, and mechanics of the Spinout shall be determined by the NCPL Board of Directors and disclosed in accordance with all applicable SEC and Nasdaq requirements. Following the Spinout, Netcapital Inc. shall retain its technology assets, AI platform, funding portal, and broker-dealer, which shall provide services to the SD Holdco under intercompany service and licensing agreements.

5.5 Revenue Contribution During Pre-Spinout Period. Between Closing and the Spinout, ResMAC shall operate as a wholly-owned subsidiary of the SD Holdco and shall be consolidated into the financial statements of Netcapital Inc. During this period, ResMAC’s revenue, origination volume, and operating results will be reported as part of Netcapital Inc.’s consolidated financial statements, creating the additional revenue streams within NCPL that are among the strategic objectives of the Proposed Transaction for Acquirer.

5.6 CEO Equity Compensation and Success Fee. In recognition of Todd Violette’s role as Chief Executive Officer of the SD Holdco and his leadership of the S-1 and Spinout capital markets process, the Board of Directors of the SD Holdco shall grant to Todd Violette, subject to approval by independent members of the NCPL Board of Directors:

(a) Equity Grant in SD Holdco. A grant of SD Holdco equity (the specific form, amount, vesting schedule, and terms to be determined by independent NCPL Board members and set forth in an equity award agreement), representing an economic interest in the SD Holdco vesting based on the achievement of the S-1 effectiveness and Spinout completion milestones, subject to continued service as CEO of NCPL and the SD Holdco.

(b) Success Fee. A success fee payable in cash, SD Holdco equity, or a combination thereof, upon the earlier of (i) the SD Holdco S-1 raising gross proceeds of not less than $15,000,000 or (ii) completion of the Spinout, in an amount and form to be determined by independent NCPL Board members and set forth in a CEO compensation agreement executed prior to or at Closing.

6. EXCLUSIVITY; NO-SHOP (BINDING)

The provisions of this Section 6 are binding upon the parties immediately upon execution of this Letter and shall survive any termination of the non-binding provisions hereof.

6.1 Exclusivity Period. From the date of execution through the date that is ninety (90) calendar days thereafter (the “Exclusivity Period”), Seller, RezyFi, ResMAC, and each of their respective officers, directors, shareholders, employees, agents, and advisors shall not, directly or indirectly:

(a) solicit, initiate, encourage, or entertain any inquiry or proposal from any third party regarding any acquisition, merger, asset sale, equity investment, or similar transaction involving ResMAC or its assets; (b) engage in discussions or negotiations with any such third party; (c) enter into any letter of intent, agreement, or understanding with any such third party; or (d) provide non-public information to any such third party. For the avoidance of doubt, the foregoing expressly includes any actions to advance, consummate, or extend the closing of the ECGI Agreement during the Exclusivity Period.

6.2 Reverse Break Fee. In the event Seller breaches Section 6.1, including by re-engaging ECGI Holdings, Inc. or any other third party during the Exclusivity Period, Seller shall pay Acquirer Two Hundred Fifty Thousand Dollars ($250,000) in cash within ten (10) business days of such breach, as liquidated damages representing a reasonable estimate of Acquirer’s damages, and as the sole and exclusive monetary remedy of Acquirer for such breach, without prejudice to equitable remedies including specific performance and injunctive relief.

6.3 Acquirer Termination Right. Acquirer may terminate this Letter and its obligations hereunder at any time upon written notice to Seller, including following completion of due diligence, with no payment or other obligation to Seller.

6.4 Extension. The Exclusivity Period may be extended by mutual written agreement. Either party may request a thirty (30) day extension if HUD change-of-control approval remains pending and all other conditions in Section 4 have been satisfied or waived.

7. CONFIDENTIALITY (BINDING)

The provisions of this Section 7 are binding upon the parties immediately upon execution of this Letter and shall survive for three (3) years from the date hereof.

7.1 Mutual Confidentiality. Each party shall maintain the confidentiality of all non-public information received from the other party in connection with this Letter and the Proposed Transaction and shall not disclose such information to any third party without prior written consent, except (a) to such party’s legal counsel, accountants, financial advisors, and board members on a need-to-know basis subject to equivalent confidentiality obligations, or (b) as required by applicable law or legal process, with prior notice to the other party where legally permissible.

7.2 SEC Disclosure and 8-K Filing. Acquirer, as a reporting company under the Securities Exchange Act of 1934, shall be required to file a Current Report on Form 8-K with the SEC disclosing the execution of this Letter as a material definitive agreement. The financial statements of ResMAC attached hereto as Exhibits A, B, and C are incorporated into this Letter by reference and shall constitute part of this Letter for all purposes, including for purposes of such Form 8-K disclosure. Acquirer shall provide Seller with advance notice and a reasonable opportunity to review any such public disclosure for factual accuracy prior to filing.

7.3 Related-Party Disclosures. The parties acknowledge that Acquirer is required by applicable SEC rules to disclose: (a) the pre-existing personal and professional relationship between the Chief Executive Officer of Acquirer and John Vu, Chief Executive Officer of Seller; and (b) the investment of approximately $250,000 held by VUVU Ventures, an entity affiliated with Acquirer’s CEO, in ECGI Holdings, Inc. Such disclosures shall not constitute a breach of confidentiality obligations.

8. GENERAL PROVISIONS (BINDING)

The provisions of this Section 8 are binding upon the parties immediately upon execution of this Letter.

8.1 Governing Law and Venue. This Letter shall be governed by and construed in accordance with the laws of the State of South Dakota, without giving effect to any choice of law provision. Each party irrevocably submits to the exclusive jurisdiction of the Circuit Court for Minnehaha County, State of South Dakota, and the United States District Court for the District of South Dakota, Southern Division, sitting in Sioux Falls, South Dakota, for the resolution of any dispute arising under or in connection with the binding provisions of this Letter.

8.2 Expenses. Each party shall bear its own legal, accounting, and advisory expenses, regardless of whether the Proposed Transaction is consummated.

8.3 No Broker. Each party represents that it has not engaged any broker, finder, or financial intermediary entitled to a fee from the other party in connection with the Proposed Transaction, except as separately disclosed in writing.

8.4 Non-Binding Nature. Except for Sections 6, 7, and 8, this Letter does not constitute a binding agreement to consummate the Proposed Transaction, and no binding obligation shall arise until execution of the Definitive Agreement.

8.5 Counterparts; Electronic Signature. This Letter may be executed in counterparts. Electronic signatures via DocuSign or equivalent platform shall constitute original signatures for all purposes.

8.6 Entire Agreement. This Letter, together with the Exhibits attached hereto, constitutes the entire understanding of the parties regarding the Proposed Transaction and supersedes all prior discussions and understandings. This Letter may be amended only by written instrument signed by authorized representatives of both parties.

IN WITNESS WHEREOF, the parties have caused this Letter of Intent to be executed by their duly authorized representatives as of the date first written above.

EXHIBIT INDEX

Exhibit A: ResMac, Inc. — Financial Statements with Independent Auditors’ Report for the Years Ended June 30, 2024 and June 30, 2023 (CWDL Certified Public Accountants, San Diego, California, dated November 5, 2024).

Exhibit B: ResMac, Inc. — Financial Statements with Independent Auditors’ Report for the Year Ended June 30, 2025 (Advisent LLC, 2025).

Exhibit C: ResMac, Inc. — Executive Summary and Unaudited Financial Data for the Nine-Month Period Ended March 31, 2026.

[Exhibits A, B, and C are incorporated herein by reference and form part of this Letter of Intent for all purposes, including for purposes of the Form 8-K to be filed by Netcapital Inc. with the Securities and Exchange Commission disclosing the execution of this Letter and the Proposed Transaction.]

— END OF LETTER OF INTENT —

Exhibit A

Exhibit C

Executive Summary

ResMac, Inc.

ResMac, Inc. is a licensed residential mortgage bank with authority to lend in 11 states and the operational capability to expand nationwide. The company provides mortgage origination, loan sales, servicing-related activities, and investment lending operations. ResMac maintains a diversified mortgage banking platform supported by warehouse financing relationships, scalable loan production operations, and a growing portfolio of loans held for investment.

As of March 31, 2026, ResMac reported total assets of approximately $51.8 million, compared to $43.6 million as of June 30, 2025, reflecting meaningful balance sheet growth driven primarily by expansion in loans held for sale and notes receivable.

Financial Performance

For the year-to-date period ending March 31, 2026, ResMac generated approximately $3.57 million in total revenue, derived primarily from loan production and loan sale activities. Loan sale income represented the company’s largest revenue contributor at approximately $2.31 million, while loan production income contributed approximately $1.29 million.

The company reported a year-to-date net loss of approximately $(280,000) through March 31, 2026, representing a substantial improvement compared to the $(923,000) net loss reported for the fiscal year ended June 30, 2025.

Management’s cost rationalization efforts are evident across several expense categories, including marketing, servicing, and operational processing costs. Personnel expenses remain the company’s largest operating cost, totaling approximately $2.2 million year-to-date as of March 2026.

Balance Sheet and Liquidity

ResMac maintains a mortgage banking balance sheet structure supported primarily by warehouse lending facilities. As of March 31, 2026:

The increase in loans held for sale from approximately $19.1 million in June 2025 to $27.9 million in March 2026 reflects improved origination activity and pipeline growth. Notes payable declined from approximately $6.47 million to $5.55 million during the same period, reflecting deleveraging efforts and improved capital management.

ResMac currently operates with approximately $25 million in warehouse lending capacity to support mortgage origination activities. The company is seeking approximately $20 million in additional growth capital to significantly expand its warehouse lending platform and increase total warehouse capacity to approximately $200 million.

With expanded warehouse capacity and the ability to operate at an estimated 10:1 leverage ratio, management believes the company can materially increase loan origination volume across both retail and wholesale lending channels. The expanded platform is expected to accelerate annual revenue growth from approximately $4 million to an estimated $32 million within a relatively short timeframe.

A significant portion of the anticipated growth is expected to come from wholesale mortgage origination, which offers substantial operating leverage due to its lower fixed-cost structure. Wholesale production primarily utilizes independent mortgage brokers and referral agents, reducing the need for substantial internal staffing expansion while minimizing incremental operational overhead and internal cash burn.

Strategic Positioning

ResMac is positioned as a specialized mortgage finance platform focused on scalable loan origination and secondary market execution. The company’s operational infrastructure, warehouse financing capabilities, and servicing framework provide a foundation for growth as residential lending markets stabilize and interest rate conditions improve.

The company’s scalable wholesale origination strategy, combined with expanded warehouse lending capacity, is expected to materially improve operating leverage and profitability while allowing management to efficiently deploy capital across multiple origination channels.

ResMac’s improving earnings trajectory, expanding loan production volumes, and strengthened operational discipline suggest continued progress toward profitability and long-term enterprise value creation.

Outlook

Management’s near-term priorities are expected to include:

ResMac’s operating platform, lending licenses, scalable wholesale strategy, and improving financial profile position the company to capitalize on future opportunities within the residential mortgage and specialty finance sectors.