Introduction

Vancouver, British Columbia, January 27, 2026 – Hydaway Digital Corp. (TSXV: HIDE) (“Hydaway” or the “Company”) is pleased to announce that, further to its news release dated December 15, 2025, it has entered into a definitive share purchase agreement dated January 26, 2026 (the “Share Purchase Agreement”) with 100098940 Ontario Inc. (“RealityChek”) whereby the Company has agreed to acquire all the issued and outstanding shares of RealityChek.  

As previously announced, the Company recently completed the development of its direct-rental platform alpha model and is in the process of acquiring additional GPU hardware.  The Company believes that 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 its own user acquisition efforts. This will simplify, increase likelihood of success and create significant cost savings for Hydaway’s user base growth efforts. Additionally, Hydaway will also immediately benefit from adding additional software developers and marketers to its existing team.

Terms of Transaction

Under the terms of the Share Purchase Agreement, the Company has agreed to acquire RealityChek and, in consideration of which, the Company will issue to the shareholders of RealityChek 6,000,000 common shares of the Company (the “Consideration Shares”) at a deemed price of $0.14 per share for a total purchase price of $840,000 (the “Purchase Price”).

The Purchase Price was determined by arm’s length negotiations between the parties. As additional consideration, the Company will also issue up to an additional 1,862,712 common shares of the Company (the “Milestone Shares”) on satisfaction of the following milestones:

• 776,130 Milestone Shares on the date the RealityChek Platform has successfully completed a 2,000,000 image data set all properly labelled and 200,000 images human labelled.
• 776,130 Milestone Shares on the date the RealityChek Platform has successfully completed an additional 2,000,000 image data set all properly labelled and 200,000 images human labelled.
• 310,452 Milestone Shares on the date the RealityChek Platform has successfully reached 100,000 users.

The Consideration Shares are subject to resale restrictions, under which 2,637,031 common shares are subject to no restrictions on resale, 1,017,507 common shares shall be subject to restrictions on resale until each of the dates which are three, six and nine months from the closing and 310,455 shall be subject to restrictions on resale until the date which is twelve months from the closing. Milestone Shares will be subject to a four month hold period under securities laws from the date that the milestone is successfully completed and, if required, any additional hold periods required by the TSX Venture Exchange.

Closing is subject to acceptance of the TSX Venture Exchange.