HYDAWAY DIGITAL ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE REALITYCHECK

Executive Summary

• Hydaway Digital Corp. entered into a definitive share purchase agreement to acquire 100% of RealityChek, a cyber‑security AI detection platform company.
• The transaction consideration consists of 6,000,000 Hydaway common shares at a deemed $0.14 per share (total $840,000) plus up to 1,862,712 milestone‑based additional shares.
• Completion is subject to TSX Venture Exchange acceptance; the deal is expected to accelerate user growth for Hydaway’s GPU rental platform and add software development and marketing talent.

Key Details

• Transaction Structure: Share purchase agreement dated Jan 26 2026; acquisition of all issued and outstanding RealityChek shares.
• Consideration Shares: 6,000,000 Hydaway common shares issued to RealityChek shareholders at a deemed price of $0.14 per share (total purchase price $840,000).
• Milestone Shares: Up to 1,862,712 additional Hydaway common shares payable upon achievement of specific milestones:
• 776,130 shares when the RealityChek Platform completes a 2 M‑image data set with 200 K human‑labelled images.
• 776,130 shares on completion of a second 2 M‑image data set with 200 K human‑labelled images.
• 310,452 shares when the platform reaches 100 000 users.
• Resale Restrictions:
• 2,637,031 shares unrestricted.
• 1,017,507 shares restricted until three, six and nine months post‑closing.
• 310,455 shares restricted until twelve months post‑closing.
• Milestone shares subject to a four‑month hold period (or longer if required by securities regulations).
• Closing Conditions: Closing contingent upon acceptance by the TSX Venture Exchange.
• Strategic Rationale: Integration of RealityChek’s gamified user‑acquisition strategy into Hydaway’s GPU rental marketplace; expected cost savings and accelerated user growth; addition of software developers and marketers to Hydaway’s team.
• Company Backgrounds:
• Hydaway Digital Corp.: North Vancouver‑based provider of computer rendering and GPU rental services for AI training, inference, and high‑performance workloads.
• RealityChek: Cyber‑security firm developing an AI detection & verification platform that tags synthetic content and records authenticity on blockchain; also creating an interactive content‑labelling game to generate human‑verified training data.

Notable Quotes

• “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 our own efforts, simplifying execution and delivering significant cost savings.” – Karl Kottmeier, CEO, Hydaway Digital Corp.