Mr. Karl Kottmeier reports

HYDAWAY DIGITAL ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE REALITYCHECK

Further to the news release dated Dec. 15, 2025, Hydaway Digital Corp. has entered into a definitive share purchase agreement dated Jan. 26, 2026, with 100098940 Ontario Inc. (RealityChek), whereby the company has agreed to acquire all the issued and outstanding shares of RealityChek.

As previously announced, the company recently completed the development of its direct-rental platform alpha model and is in the process of acquiring additional GPU hardware. The company believes that the acquisition of RealityChek will increase the company's user growth on its GPU rental market by integrating the RealityChek gamification user acquisition strategy into its own user acquisition efforts. This will simplify, increase likelihood of success and create significant cost savings for Hydaway's user base growth efforts. Additionally, Hydaway will also immediately benefit from adding additional software developers and marketers to its existing team.

About 100098940 Ontario Inc. (RealityChek)

RealityChek is a cybersecurity company currently finalizing design, development, testing, optimization and deployment of the RealityChek artificial intelligence detection and verification platform. The platform is a multimodal, multimedia content analysis system that identifies synthetic or artificial-intelligence-generated content and confirms authentic content through a blockchain-anchored verification layer. After the platform verifies the authenticity of a file, document, image, audio or video, it is immutably recorded on the blockchain so that its integrity can be independently verified at any time.

In addition, RealityChek is currently completing design and development of an interactive content-labelling game that strengthens and improves the platform by generating human-verified training data. The game enables players to identify synthetic content, tag manipulated regions and contribute to the continuous improvement of RealityChek's models.

RealityChek was incorporated on Aug. 26, 2024. The sole director and officer of RealityChek is Avik Sengar. Neither Mr. Sengar nor any shareholders of RealityChek are insiders of the company or own any securities of the company.

Terms of transaction

Under the terms of the share purchase agreement, the company has agreed to acquire RealityChek, in consideration of which the company will issue to the shareholders of RealityChek six million common shares of the company at a deemed price of 14 cents per share for a total purchase price of $840,000.

The purchase price was determined by arm's-length negotiations between the parties. As additional consideration, the company will also issue up to an additional 1,862,712 common shares of the company on satisfaction of the following milestones:

• 776,130 milestone shares on the date the RealityChek platform has completed a two-million-image data set all properly labelled and 200,000 images human labelled;
• 776,130 milestone shares on the date the RealityChek platform has completed an additional two-million-image data set all properly labelled and 200,000 images human labelled;
• 310,452 milestone shares on the date the RealityChek platform has reached 100,000 users.

The consideration shares are subject to resale restrictions, under which 2,637,031 common shares are subject to no restrictions on resale, 1,017,507 common shares shall be subject to restrictions on resale until each of the dates which are three, six and nine months from the closing, and 310,455 shall be subject to restrictions on resale until the date which is 12 months from the closing. Milestone shares will be subject to a four-month hold period under securities laws from the date that the milestone is completed and, if required, any additional hold periods required by the TSX Venture Exchange.

Closing is subject to acceptance of the TSX Venture Exchange.

About Hydaway Digital Corp.

The company is a computer rendering and GPU rental service provider located in North Vancouver, B.C. The company is focused on expanding access to scalable compute power and building infrastructure to support AI training, inference and high performance workloads.

We seek Safe Harbor.