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AlphaGen Intelligence Corp. Capital/Financing Update 2026

Jan 22, 2026

47829_rns_2026-01-22_f8a69d9a-c25a-441b-b0da-5237380c6a3b.pdf

Capital/Financing Update

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FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of Company
AlphaGen Intelligence Corp. (the "Company")
1930 - 1177 West Hastings Street
Vancouver, BC, V6E 4T5

Item 2 Date of Material Change
January 16, 2026

Item 3 News Release
The Company disseminated a news release announcing the material change described herein through the news dissemination services of Globe Newswire on January 16, 2026, and a copy was subsequently filed on SEDAR+.

Item 4 Summary of Material Change
The Company announced that it has closed its previously announced non-brokered private placement offering (the "Offering") with the issuance of 10,000,000 units of the Company (each, a "Unit") at a price of $0.25 per Unit for aggregate gross proceeds of $2,500,000.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change
The Company announced that it has closed its previously announced Offering with the issuance of 10,000,000 Units at a price of $0.25 per Unit for aggregate gross proceeds of $2,500,000.

Each Unit consists of one (1) common share of the Company (each, a "Share") and one-half of one Share purchase warrant, with each whole Share purchase warrant ("Warrant") entitling the holder thereof to acquire one additional Share (each, a "Warrant Share") at a price of $0.40 per Warrant Share for a period of two years from the date of issuance.

The Company intends to use the net proceeds raised from the Offering for general working capital purposes. All securities issued pursuant to the Offering are subject to a statutory four-month hold period, expiring May 17, 2026, in accordance with applicable securities legislation. In connection with the closing of the Offering, an aggregate of $39,500 was paid in cash as finder's fees, the Company also issued 158,000 finder's warrants, each Warrant entitling the holder to acquire one Warrant Share at a price of $0.40 per Warrant Share for a period of two years from the date of issuance.

The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any United States state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any available exemption from the registration requirements of the U.S. Securities Act and applicable United States state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.


5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

For further information, please contact Eli Dusenbury, Chief Financial Officer and Director of the Company, at 604-359-1256 or via email to [email protected].

Item 9 Date of Report

January 22, 2026