HYDAWAY DIGITAL COMPLETES ACQUISITION OF REALITYCHECK

Executive Summary

• Hydaway Digital Corp. completed its acquisition of 100098940 Ontario Inc. (“RealityChek”) by issuing 6,000,000 common shares valued at $0.14 per share (total purchase price $840,000).
• The deal includes up‑to‑1,862,712 additional “Milestone Shares” that will be issued upon achievement of specific data‑labeling and user‑growth milestones for the RealityChek platform.
• Concurrently, Hydaway granted 600,000 stock options to officers, directors and consultants at an exercise price of $0.33 per share, expiring five years from grant.

Key Details

• Consideration Shares: 6,000,000 common shares issued to RealityChek shareholders at a deemed price of $0.14/share → Purchase Price = $840,000.
• Milestone Shares – Total Potential Issuance: 1,862,712 common shares, allocated as follows:
• 776,130 shares upon completion of the first 2 M‑image data set (200 k human‑labelled).
• 776,130 shares upon completion of a second 2 M‑image data set (200 k human‑labelled).
• 310,452 shares when RealityChek platform reaches 100,000 users.
• Resale Restrictions on Consideration Shares:
• 2,656,427 shares – no resale restrictions.
• 1,017,506 shares – restricted until 3, 6 and 9 months post‑closing (respectively).
• 291,051 shares – restricted until 12 months post‑closing.
• Milestone Shares Hold Period: Four‑month securities law hold period from milestone satisfaction; additional TSX‑V hold periods may apply.
• Stock Option Grant: 600,000 options granted to officers, directors and consultants; exercise price = $0.33/share, expiry = 5 years from grant date.

Notable Quotes

(No direct quotes were provided in the release.)