HYDAWAY DIGITAL ENTERS INTO NON-BINDING LETTER OF INTENT TO ACQUIRE REALITYCHECK

Executive Summary

• Hydaway Digital Corp. entered into a non‑binding letter of intent to acquire all issued and outstanding shares of RealityChek.
• The transaction consideration consists of 6,000,000 Hydaway common shares at a deemed $0.14 per share (total purchase price ≈ $840,000) plus up to 1,862,712 additional “Milestone Shares” tied to specific development and user‑growth targets.
• Closing is subject to definitive agreement execution, due‑diligence completion, customary conditions, and TSX Venture Exchange approvals; all shares will be subject to a four‑month hold period.

Key Details

• Acquirer: Hydaway Digital Corp. (TSXV: HIDE) – GPU rental and rendering platform provider.
• Target: RealityChek (100098940 Ontario Inc.) – AI‑driven synthetic content detection and verification platform with an associated gamified labeling system.
• Consideration Shares: 6,000,000 Hydaway common shares at a deemed price of $0.14 per share → Purchase Price: $840,000.
• Milestone Shares (up to 1,862,712):
• 776,130 shares upon completion of a 2 M‑image data set with 200,000 human‑labelled images. (listed twice in release – assumed single tranche)
• 310,452 shares when the RealityChek platform reaches 100,000 users.
• Hold Period: All consideration and milestone shares subject to a four‑month securities law hold period (additional TSX V exchange holds may apply).
• Closing Conditions: Execution of definitive agreement, satisfactory due‑diligence, customary closing conditions, and acceptance by the TSX Venture Exchange.
• Strategic Rationale: Integration of RealityChek’s gamified user acquisition strategy to accelerate Hydaway’s GPU rental market growth; adds software developers and marketers to Hydaway’s team; expected cost savings on user‑base expansion.

Notable Quotes

(No direct quotes were provided in the release.)