Mr. Alen Silverrstieen reports

IMAGINEAR ANNOUNCES AGREEMENT TO ACQUIRE S3IAI INC.

ImagineAR Inc. on Nov. 2, 2026, entered into an agreement to purchase all of the issued and outstanding shares of s3iai Inc., a Delaware-based agentic artificial-intelligence company that reads operational signals and executes automated actions through enterprise and infrastructure systems. The deemed acquisition price for the acquisition is $1,727,468.16, to be paid by the issuance to the shareholders of s3iai of an aggregate 68,891,154 common shares and 103,855,662 prepaid purchase warrants at an issue price of one cent per share and one cent per prepaid warrant. Each prepaid warrant is exercisable into one common share upon receipt by the company of shareholder approval, on a majority of the minority basis, on or before the date that is three years from the date of issuance. The shareholder approval is contractual as the acquisition does not constitute a change of control of the company pursuant to Canadian Securities Exchange policies.

All securities issued in connection with the acquisition are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The acquisition remains subject to CSE approval. There are no finder fees payable pursuant to the acquisition.

The acquisition is expected to be considered a "related party transaction" for the purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions by virtue of the fact that the chief executive officer and a shareholder of s3iai is the wife of Alen Silverrstieen, the CEO and a director of the company. In consideration of the financial circumstances of the Company and a determination by the directors, the majority of whom are considered independent as determined pursuant to Part 7 of MI 61-101, the company intends to rely upon the "financial hardship" exemptions from the requirements to obtain a formal valuation and minority shareholder approval in sections 5.5(g) and 5.7(e) of MI 61-101 respectively. The company will also file a material change report on SEDAR. The material change report will be filed less than 21 days prior to the closing of the acquisition due to the company's immediate need for financing which is intended to occur as a consequence of the s3iai acquisition.

About s3iai

s3iai delivers agentic AI that executes. While conventional AI platforms stop at analysis and reporting, s3iai's agents act on what they find, responding to new leads, opening service tickets, dispatching field crews and preparing compliance filings for review.

The platform integrates directly with the CRM, ERP, billing and operational systems businesses already rely on. Its agents retain the full history of every customer account and asset, plan complex multistep tasks, and carry them through to completion. Clients define which actions require human approval, and all pricing and contract decisions remain under human control. Deployments typically go live in under two weeks, with no replacement of existing systems.

s3iai serves three high-value sectors. In energy, it supports oil and gas producers, utilities and renewable operators with predictive maintenance, work order automation and regulatory compliance. In professional services, it accelerates lead response and client retention for insurance, legal and accounting firms. In software, it helps SaaS (Software as a Service) companies identify expansion opportunities and intervene before customers churn. Every engagement includes a live executive dashboard that measures results against performance targets agreed at the outset.

About ImaginAR Inc.

ImagineAR is an augmented reality engagement company. The company's platform enables sports franchises, entertainment properties, consumer brands and advertising partners to deliver location-aware, interactive, experiences to their audiences across mobile and connected devices.

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