Asset Purchase Agreement

On February 14, 2025, the Company entered into an Asset Purchase Agreement whereby the Company agreed to purchase from a third-party (the “Seller”) rights, title, and interest in and to certain intellectual property, rights and derivative works, including improvements, modifications, creations and enhancements created by the Seller using artificial intelligence (“AI”) models. As consideration, the Company agreed to issue 227,000,000 common shares of the Company. At December 31, 2025, no shares have been issued in connection with the asset purchase agreement. Subsequent to year end on January 23, 2026, the Company issued 227,000,000 to complete the asset purchase.

License Agreement

In connection with the Asset Purchase Agreement, the Company entered into a License Agreement that grants the Company an exclusive worldwide license to use certain AI technology. Under the License Agreement, the Company agreed to pay a total license fee of $440,000. Payable in monthly installments of $5,000. Upon payment in full, the license automatically converts into a perpetual, fully paid-up and irrevocable worldwide license. The Company commenced license payments on August 4, 2025. As at December 31, 2025, the Company had paid $10,000 and has postponed monthly installments while the Company develops the overlaying software.

Software Development Agreement

In connection with the Asset Purchase Agreement, the Company entered into an agreement with a group of software specialists to carry out certain software development activities on the Company’s behalf. In exchange for such services, the Company agreed to pay $123,000 within five days after the receipt by the Company of proceeds from equity financing of the Company from which the Company receives aggregate gross proceeds of not less than $200,000. The Company paid the $123,000 during the year ended December 31, 2025.

Lock-Up and Leak-Out Agreements

In connection with the Asset Purchase Agreement, the Company entered into Lock-Up and Leak-Out Agreements with the associated parties of the agreements on February 12, 2025 the parties agreed not to sell or engage in similar transactions with respect to any common stock other than shares received pursuant to the Asset Purchase Agreement for a period of 180 days after the closing on February 14, 2025. After the expiration of such period, the parties may transfer up to 20% of the shares received pursuant to the Asset Purchase Agreement every 60 days.