Redwood AI Corp. Announces Engagement for IR Services

Executive Summary

• Redwood AI Corp. engaged MCS Market Communication Service GmbH for online marketing services, paying CAD 1,000,000 upfront.
• The company entered into debt settlement agreements with a director and other creditors, issuing 236,003 common shares at a deemed price of $1.71 per share to settle approximately $403,572 of indebtedness.
• Settlement is subject to CSE approval; closing expected around February 27 2026, with the issued shares subject to a four‑month‑plus‑one‑day hold period.

Key Details

• Marketing Services Agreement:
• Service provider: MCS Market Communication Service GmbH (Germany).
• Scope: campaign creation, production of marketing materials, research and analytics via digital channels (Google Ads, native advertising).
• Term: until April 20 2026 or budget exhaustion.

• Consideration paid: CAD 1,000,000; no securities issued as compensation.

• Debt Settlement Agreements:

• Date of agreements: February 20 2026.
• Parties: Redwood AI Corp., a director of the company, and certain creditors (collectively “Creditors”).
• Shares to be issued: 236,003 common shares at a deemed price of $1.71 per share.

• Total settlement amount: $403,571.96 (aggregate indebtedness).

• Regulatory & Transaction Terms:

• Settlement requires approval from the Canadian Securities Exchange (CSE).
• Expected closing date: on or about February 27 2026.
• Shares issued to Thorlund Holdings (controlled by Kristian Thorlund) and to Kristian Thorlund constitute a Related Party Transaction under MI 61‑101.
• Exemptions relied upon: sections 5.5(a) and 5.7(1)(a) of MI 61‑101 (fair market value and consideration each < 25% of market cap).

• Hold period on issued shares: four months and one day pursuant to applicable securities laws.

• Compliance Note:

• No material change report filed >21 days before closing because details were finalized shortly prior to settlement; the company sought expedited closure for business reasons.

Notable Quotes

• Louis Dron, CEO: “The settlement allows us to resolve outstanding indebtedness efficiently while preserving capital for continued growth and innovation in AI‑driven chemical and pharmaceutical solutions.”