NOTE 1 – DESCRIPTION OF BUSINESS AND ORGANIZATION

On July 1, 2025, Abundia Global Impact Group, Inc. (formerly Houston American Energy Corp.), a Delaware corporation (the “Company”), acquired all of the outstanding units of Abundia Global Impact Group, LLC, a Delaware limited liability company (“AGIG”), as described below (the “Share Exchange”). Prior to the Share Exchange, the Company operated as an independent oil and gas company, which had previously focused on the development, exploration, exploitation, acquisition, and production of natural gas and crude oil properties, with its principal properties and operations located in the U.S. Permian Basin and additional properties in the Louisiana U.S. Gulf Coast region. The Company intends to continue to maintain its legacy oil and gas assets as well as the AGIG business. The Company intends to continue both businesses in order to keep its revenue streams diversified, however, all capital investment and management focus will be on the AGIG recycling and renewables business rather than the legacy oil and gas business of Houston American Energy Corp. (“HUSA”).

After the Share Exchange, the Company primarily operates as a technology solutions company in the recycling and renewable energy, fuels and chemicals sectors. The Company, through its now wholly owned subsidiary, AGIG, is focused on using waste products to decarbonize the energy, fuels and chemicals sector by providing renewable alternatives. AGIG uses a combination of proprietary, licensed and commercialized technologies to produce a complete process that turns waste plastics and biomass into crude or drop-in alternatives to fossil derived energy, fuels and chemicals. AGIG’s holistic approach has brought together the complete commercial chain with feedstocks, technology, a diverse management team, and world class off-take partners for the growing suite of products in place.

On April 1, 2026, the Company acquired 100% of the membership interests of RPD Technologies Americas, LLC (“RPD”) from Abundia Financial, LLC (“Abundia Financial”), the Company’s controlling shareholder, pursuant to a Membership Interest Purchase Agreement. RPD is an engineering and technology services company that provides process development, pilot plant operations, engineering design and technology commercialization services to customers in the energy, refining, petrochemical, and renewable fuels industries. RPD assists clients with evaluation, development, scale-up, testing and commercialization of proprietary and third-party technologies.

The acquisition was completed for an aggregate consideration of $4,800,000. As both the Company and RPD were under common control of Abundia Financial immediately before the transaction, the acquisition was accounted for as a transaction between entities under common control. Accordingly, the assets and liabilities acquired were recorded at their historical values, and the Company’s consolidated financial statements have been adjusted retrospectively to reflect the combined operations of the entities for all periods presented, as applicable. Following the acquisition, RPD operates as a majority-owned subsidiary of the Company, with a 13% noncontrolling interest held by individuals who serve as key consultants to RPD. The RPD financial position, results of operations and cashflows are included in the Company’s unaudited condensed consolidated financial statements. Refer to Note 4- Common Control Transactions.