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AlphaGen Intelligence Corp. Share Issue/Capital Change 2025

Aug 26, 2025

47829_rns_2025-08-26_61819d05-762e-4fd0-b886-adf766d3d8bb.pdf

Share Issue/Capital Change

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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
August 25, 2025

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 August 25, 2025, 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”) by issuing a total of 700,000 common shares in the capital of the Company (each, a “Share”) at a price of $0.12 per Share for aggregate gross proceeds of $84,000.

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 by issuing a total of 700,000 Share at a price of $0.12 per Share for aggregate gross proceeds of $84,000.

The Company intends to use the net proceeds raised from the Offering for general working capital purposes. No finder’s fees were paid in connection with the Offering. All securities issued pursuant to the Offering are subject to a statutory four-month and one-day hold period, expiring December 26, 2025.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities 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 state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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

August 26, 2025