An anonymous director reports
GOGO AI NETWORK INC. AND ALGO8 AI INC. ANNOUNCE CLOSING OF ARRANGEMENT, CSE CONDITIONAL APPROVAL AND FILING OF LISTING STATEMENT
Gogo AI Network Inc. and Algo8 AI Inc. (the resulting issuer) have closed the previously announced plan of arrangement, pursuant to which Gogo spun out its investment in Algo8 Industrial AI Inc. into the resulting issuer (formerly 1589675 B.C. Ltd.) and the resulting issuer completed a concurrent acquisition of the remaining interests in Algo8. In addition, the resulting issuer has received conditional approval to list its common shares on the Canadian Securities Exchange.
Listing statement
The resulting issuer has filed a listing statement in the form of CSE Form 2A dated effective Sept. 30, 2026, on its SEDAR+ profile. The resulting issuer is diligently finalizing the remaining regulatory and procedural steps required for final CSE approval.
Following completion of the arrangement, the resulting issuer's principal business is the business of Algo8. Further details regarding the resulting issuer are included in the listing statement.
The arrangement
Under the terms of the arrangement, Gogo shareholders as of 12:01 a.m. on Oct. 6, 2026, received 0.25 of a resulting issuer share for each Gogo common share held and retained their existing Gogo shares in full. Immediately following the issuance of resulting issuer shares to Gogo shareholders, each Algo8 shareholder exchanged with the resulting issuer their Algo8 common shares for resulting issuer shares on a one-for-one basis.
Further, each outstanding Algo8 option automatically became fully vested and exercisable into resulting issuer share in lieu of Algo8 shares on a one-for-one basis. Each outstanding Algo8 restricted share unit will continue in accordance with its original terms, with holders entitled to receive resulting issuer shares in lieu of Algo8 shares on a one-for-one basis. Each holder of an outstanding Algo8 warrant will, upon subsequent exercise thereof, receive resulting issuer shares in lieu of Algo8 shares on a one-for-one basis.
The resulting issuer shares issued to former Algo8 shareholders are subject to certain contractual restrictions on transfer, with release schedules varying depending on whether the Algo8 shares exchanged were originally issued as founder shares or non-founder shares. In addition, holders of outstanding Algo8 options and Algo8 RSUs have agreed to voluntary lock-up provisions restricting the transfer of certain securities for periods of up to 12 months following the initial trading date. In accordance with the policies of the CSE, resulting issuer securities held by related persons (as defined in the policies of the CSE) are subject to an escrow agreement, a copy of which will be available on the resulting issuer's SEDAR+ profile. Further details are included in the listing statement.
Following completion of the arrangement, Gogo shareholders hold an aggregate of approximately 33.1 per cent of the issued and outstanding resulting issuer shares and former Algo8 shareholders hold an aggregate of approximately 62.4 per cent of the issued and outstanding resulting issuer shares.
The board of directors of the resulting issuer comprises Brandon Kou, Nandan Mishra, Himanshu Singh, Douglas Steinberg and Nicholas Mersch.
Finders' fees
On closing of the arrangement, the resulting issuer issued an aggregate of 3,883,402 resulting issuer shares as finders' fees to arm's-length parties.
About Gogo AI Network Inc.
Gogo AI Network is an investment issuer focused on identifying, investing in and supporting early-stage and growth-stage companies developing artificial intelligence, automation and next-generation software technologies. The company targets opportunities across multiple sectors and geographies and seeks to create long-term shareholder value through disciplined capital allocation, active portfolio support and the strategic monetization of its investments over time.
About Algo8 AI Inc.
Algo8 is a global deep-tech pioneer in industrial AI, leveraging advanced machine learning, computer vision and generative AI to drive transformational impact across industries. With a multidisciplinary team of AI specialists, Algo8 is committed to building scalable, explainable and responsible AI solutions that power the future of manufacturing, energy and logistics.
With over 50 successful deployments around the world, Algo8 has consistently delivered breakthrough AI innovations that enhance efficiency, boost profitability and accelerate digital transformation.
We seek Safe Harbor.
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