Mr. Broderick Gunning reports

NU E POWER CORP. SIGNS LETTER OF INTENT TO ACQUIRE 100% INTEREST IN 145 MWAC ALBERTA SOLAR AND STORAGE PROJECT

NU E Power Corp. has entered into a non-binding letter of intent with Proteus Power Developments LLC in respect of the proposed acquisition of all of the issued and outstanding shares of three Alberta project companies. Those companies hold the development rights and assets relating to approximately 145 megawatts alternating current of solar generation and a proposed 61.5 megawatts/123-megawatt-hour battery energy storage system (the Hays project), located in Southern Alberta.

If completed, the proposed acquisition would give NU E a 100-per-cent interest in the Hays project. It would be the first project interest held by the company on a wholly owned basis, and the first to combine solar generation and battery storage in a single configuration.

What the acquisition would add

NU E originates power projects at an early stage and advances them through permitting, interconnection and contracting. The company's Alberta interests are currently held through joint ventures, at 25 per cent in the case of Lethbridge One and 50 per cent in the case of Lethbridge Two, Lethbridge Three and Hanna. The Hays project would be held outright.

The company's project portfolio currently comprises 1,112.25 megawatts gross and 613.94 megawatts net working interest, as reported in its capacity update of May 7, 2026. Completion of the proposed acquisition would increase the portfolio to approximately 1,258 MW gross and approximately 760 MW net. Because the Hays project would be wholly owned, its gross capacity and the company's net working interest capacity in it would be the same. The proposed 61.5 MW/123 MWh battery energy storage system is additional to these generation figures.

Battery storage paired with solar generation allows output to be shifted to periods of higher demand, which is relevant to the industrial and computing loads the company targets.

"The value in a power project is created between the land and the shovel in permitting, land control, interconnection and contracting. That is the part we look to own," said Broderick Gunning, president and chief executive officer of NU E. "Hays would give us that work outright rather than shared, with our capital following the derisking instead of arriving ahead of it. It's a great example of the shape we want the rest of our portfolio to take."

Terms

Subject to completion of due diligence and execution of a definitive share purchase agreement, the aggregate purchase price is $50,000 per MWac of final approved solar capacity, subject to customary adjustments. Based on the approximately 145 MWac contemplated as at the date of the LOI, the aggregate purchase price would be approximately $7.25-million. The battery energy storage system is included in the purchase price, and no separate consideration is payable for it.

The consideration is weighted to project milestones:

• $100,000 payable at closing of the share purchase, credited against the notice to proceed payment;
• 70 per cent of the purchase price, less the amount paid at closing, payable only on achievement of notice to proceed, being the point at which the project is permitted, has secured land rights and an executed interconnection agreement, is issued for construction, and is capable of commencing construction; and
• The remaining 30 per cent payable only on achievement of the commercial operation date, being certification by an independent engineer that the project is energized, commissioned and capable of continuous commercial operation.

The company's cash payment at closing would therefore be $100,000, with the balance of the consideration payable only as the project reaches construction readiness and, subsequently, commercial operation. The aggregate purchase price varies with the final approved solar capacity specified in the SPA.

Conditions to completion

The LOI is non-binding. With the exception of provisions relating to due diligence, interim conduct, exclusivity, public announcements, expenses, confidentiality, termination, governing law and certain miscellaneous matters, the LOI is an expression of present intention only. No binding obligation to purchase or sell will arise unless and until the sales and purchase agreement is negotiated, approved and executed by both parties. There is no assurance that a definitive agreement will be reached or that the proposed transaction will be completed.

Completion is subject to the satisfactory completion of confirmatory due diligence, the negotiation and execution of definitive agreements, the conversion of the project's land options into long-term leases on terms satisfactory to NU E, the settlement or termination of an existing third party co-development arrangement, approval by the board of directors of NU E, and the receipt of all required regulatory, stock exchange and third party approvals. Proteus has granted NU E a period of exclusivity to negotiate definitive agreements.

The Hays project is at the development stage. It is proceeding through the Alberta Electric System Operator interconnection process, and does not have an executed interconnection agreement, a power purchase agreement or any other offtake arrangement in place. There is no assurance that interconnection approval will be obtained, or that it will be obtained on the timeline or in the configuration currently contemplated.

About NU E Power Corp.

NU E Power is an energy infrastructure development company focused on the origination, development and advancement of integrated power and energy park opportunities. Operating a develop-to-divest model, the company emphasizes strategic site positioning, grid access and disciplined stage-gated development across markets serving compute-intensive and large-load industrial demand.

We seek Safe Harbor.