File: '\\swfile\EmailIn\20260505 161022 Attachment Atoro-ThinkIQ - News Release Announcing LOI for Qualifying Transaction.docx'

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ATORO CAPITAL CORP.

NEWS RELEASE

TSX-V: TTO.H

Atoro Enters into Letter of Intent

for Qualifying Transaction with ThinkIQ Holdings Inc.

VANCOUVER, British Columbia - May 5, 2026 - Atoro Capital Corp. (TSX-V: TTO.H) (the "Company" or "Atoro"), a capital pool company on the NEX Board of the TSX Venture Exchange (the "Exchange" or "TSXV"), is pleased to announce that it has signed a letter of intent, negotiated at arm's length and dated April 27, 2026 (the "Letter of Intent") with ThinkIQ Holdings Inc. ("ThinkIQ") in respect of a proposed business combination (the "Proposed Transaction"), pursuant to which Atoro will acquire all of the issued and outstanding securities of ThinkIQ in a reverse takeover transaction. The Proposed Transaction is expected to constitute the Qualifying Transaction of Atoro as such term is defined in Exchange Policy 2.4 - Capital Pool Companies ("Policy 2.4"). On closing of the Proposed Transaction the resulting listed company (the "Resulting Issuer") intends to be listed as a technology company on the Exchange, under the name ThinkIQ Holdings Inc. or similar name.

Ashik Karim, the Chairman of ThinkIQ stated, "Our platform is currently used within global manufacturing environments, and we have established relationships with strategic partners, including General Mills. We are pursuing a public listing to support the next phase of B2B growth worldwide, expand our capabilities, and provide a transparent, independent platform for manufacturers. We believe ThinkIQ is well positioned to meet the evolving needs of the industrial sector that is now embracing Artificial Intelligence."

Pursuant to the terms of the Letter of Intent, Atoro and ThinkIQ will negotiate and enter into a definitive agreement (the "Definitive Agreement") and other transaction documentation setting forth the detailed terms of the Proposed Transaction, including the basic understandings set out in the LOI and such other terms and conditions as are customary for transactions of similar nature and magnitude of the Proposed Transaction.

Upon entering into the Definitive Agreement, Atoro expects to issue a comprehensive press release in accordance with the policies of the TSXV disclosing details of the Proposed Transaction, including proposed financings, financial information respecting ThinkIQ, the names and backgrounds of all persons who will constitute insiders of the Resulting Issuer, the terms of the exchange of securities of Atoro and ThinkIQ, the applicable security exchange ratios, and other material information respecting the Proposed Transaction.

Trading in the common shares of Atoro has been halted in connection with the announcement of the Proposed Transaction. Atoro expects that trading will remain halted pending closing of the Proposed Transaction, or until the TSXV receives the requisite documentation to resume trading.

The Proposed Transaction is subject to satisfactory due diligence, satisfaction by the parties of all applicable filing and listing requirements pursuant to Policy 2.4 and acceptance and receipt of all applicable regulatory, corporate and shareholder approvals, including the approval of the Exchange.

About ThinkIQ

ThinkIQ is an industrial AI and connectivity software company building the foundational intelligence layer for the future of manufacturing. Its cloud-native, SaaS platform unifies fragmented data across machines, materials, people and supply chains into a single, semantically rich operational model - delivering the real-time context that modern AI systems require to reason, act and continuously optimize across complex industrial environments.

At the core of ThinkIQ's technology is its patented Continuous Intelligence Platform and Material Ledger - a standards-based information architecture that contextualizes and traces every input, process and output from raw supplier data through finished goods delivery. Unlike conventional manufacturing software that captures isolated signals, ThinkIQTM creates a living, connected fabric of operational knowledge: one that spans legacy equipment, IoT sensors, OT/IT systems, ERP, MES, PLCs, and computer vision - without requiring infrastructure overhaul or vendor lock-in.

This connectivity architecture is purpose-built for the agentic AI era. As manufacturers accelerate adoption of autonomous and AI-driven production systems, ThinkIQ provides the trusted data foundation those systems depend on - enabling reliable root-cause analysis, predictive quality control, end-to-end material traceability, and self-optimizing production loops at enterprise scale. Its five-stage product suite - Vision, Visualize, Insight, Transform, and Autonomy - creates a structured pathway from basic data visibility to fully autonomous Industry 4.0 operations, meeting manufacturers wherever they are in their digital transformation journey.

ThinkIQ has two active patents (US 11,610,181 B2 and US 11,714,097 B2). The former is due to expire in 2041 and the latter in 2042. The first patent relates to traceability of material movements in a ledger-like structure (the material ledger) and the second is the aligning of process data and context to these movements. Both of these are critical for the contextualization of manufacturing data as material moves through the supply chain.

ThinkIQ's market position is further reinforced by its role as a core technology partner of CESMII (the Collaborative Ecosystems Smart Manufacturing Innovation Institute), the United States' national institute for Smart Manufacturing, where its platform serves as the reference architecture for industry-wide smart manufacturing standards. Strategic backing from Mitsubishi Corporation validates both the platform's global scalability and the depth of its integration across complex industrial supply chains.

ThinkIQ serves manufacturers across food and beverage, pharmaceuticals, automotive, chemicals, heavy industrial, mining, and consumer packaged goods - sectors where operational blind spots translate directly into recall risk, yield loss and competitive disadvantage.

About Atoro Capital Corp.

Atoro is a Capital Pool Company as defined in the policies of the TSXV and is listed on the NEX board of the TSXV. Currently the Company has 13,904,676 common shares issued and outstanding.

Additional Information

For further information regarding the Company, please contact Clive Brookes at (604) 970-4457 and see the Company's disclosure documents on SEDAR+ at www.sedarplus.ca.

ON BEHALF OF THE BOARD

"Clive Brookes"

Clive Brookes

President and Chief Executive Officer

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

All information contained in this news release with respect to the Company and ThinkIQ was supplied by the parties, respectively, for inclusion herein, and the Company and its directors and officers have relied on ThinkIQ for any information concerning such party.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities of the Company or the Resulting Issuer in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements, including statements relating to the completion of the Proposed Transaction, execution of the Definitive Agreement and future news releases and disclosure. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties, and as a result of a variety of factors, the actual results, expectations, achievements, or performance of each of the Company and ThinkIQ may differ materially from those anticipated and indicated by these forward-looking statements. Although each of the Company and ThinkIQ believes that the expectations reflected in forward-looking statements herein are reasonable, they can give no assurances that the expectations of any forward-looking statements herein will prove to be correct. Except as required by law, each of the Company and ThinkIQ disclaims any intention and assumes no obligation to update or revise any forward-looking statements herein to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.