Introduction

Vancouver, British Columbia, December 15th, 2025 – Hydaway Digital Corp. (TSXV: HIDE) (“Hydaway” or the “Company”) is pleased to announce that it is entered into a non-binding letter of intent with 100098940 Ontario Inc. (“RealityChek”) whereby the Company proposes 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 letter of intent, 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 a 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 and Milestone Shares will be subject to a four month hold period under securities laws and, if required, any additional hold periods required by the TSX Venture Exchange.

Closing is subject to the entry into a definitive agreement, completion of due diligence of the parties, customary conditions set forth in the definitive agreement and acceptance of the TSX Venture Exchange.