Hydaway Digital Corp. — M&A Activity 2025

Jul 31, 2025

NOTICE
NATIONAL INSTRUMENT 51-102
CHANGE OF CORPORATE STRUCTURE

This notice is provided pursuant to the requirements of Section 4.9 of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102").

Item 1: Names of the Parties to the Transaction

Hydaway Digital Corp. (previously, Hydaway Ventures Corp.) (the "Company")

DMT Digital Corp. ("DMT")

Item 2: Description of the Transaction

On May 20, 2025, the Company completed its acquisition of DMT pursuant to the terms of an amalgamation agreement dated August 30, 2024, as amended on October 16, 2024, December 13, 2024 and March 19, 2025 (the "Amalgamation Agreement") among the Company, 1491386 B.C. Ltd., a wholly-owned subsidiary of the Company ("Hydaway Sub"), and DMT. Pursuant to the Amalgamation Agreement:

• In consideration of DMT, each holder of the common shares of DMT (a “DMT Shareholder”) received one (1) Common Share for every one (1) DMT Share held, and the DMT Shareholders received an aggregate of 15,250,000 Common Shares.
• In consideration of DMT, the holders of the common share purchase warrants (the “DMT Warrants”) of DMT (the “DMT Warrantholders”) received Common Share purchase warrants of the Company (“Warrants”) exercisable to acquire such number of Common Shares as is equal to the number of DMT Shares issuable under each such DMT Warrant previously held by such DMT Warrantholder at an exercise price per Common Share equal to the exercise price of such DMT Warrant per DMT Share until the expiry time of such DMT Warrant, and the DMT Warrantholders received an aggregate of 9,750,000 Warrants, with each Warrant exercisable at a price of $0.40 per Common Share until June 20, 2025.
• The Company completed a concurrent private placement (the “Concurrent Private Placement”) of 5,130,000 Common Shares at a price of $0.10 per Common Share for aggregate gross proceeds of $513,000. The net proceeds of the Concurrent Private Placement will be used for the continued development and expansion of the Company’s computer rendering business following the Acquisition and general working capital purposes. In connection with the Concurrent Private Placement, the Company paid an aggregate of $5,520 in finders fees. All securities issued pursuant to or in connection with the Concurrent Private Placement are subject to resale restrictions for a period of four months from the date of issue.

In connection with the Acquisition, the Company changed its name to “Hydaway Digital Corp.”

The Company appointed Karl Kottmeier, the Chief Executive Officer and a director of DMT, as the Chief Executive Officer and a director of the Company, Natasha Tsai, the Chief Financial Officer of DMT, as the Chief Financial Officer and Corporate Secretary of the Company and Christian Vassos as the Chief Technology Officer of the Company. Robin Gamley resigned as the Chief Executive Officer, Chief Financial Officer and Corporate Secretary of the Company and Gregory Bronson resigned as a director of the Company. Robin Gamley and Michael Leo continued as directors of the Company.

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Item 3: Effective Date of the Transaction

The effective date of the transaction is determined to be May 21, 2025.

Item 4: Names of Each Party that Ceased to be a Reporting Issuer Subsequent to the Transaction and Each Continuing Entity

Not applicable.

Item 5: Date of the Reporting Issuer's First Financial Year-End Subsequent to the Transaction

DMT is the reverse takeover acquirer. Accordingly, the financial year end of the Company will be April 30, and the next financial year end will be April 30, 2026.

Item 6: Periods of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer's First Financial Year Subsequent to the Transaction

The Company's filings that will occur subsequent to the transaction are as follows:

Financial Statements	Period Ended	Comparative Period Ended
Interim	July 31, 2025	July 31, 2024
Interim	October 31, 2025	October 31, 2024
Interim	January 31, 2026	January 31, 2025
Annual	April 30, 2026	April 30, 2025

Item 7: Documents Filed Under this Instrument Describing the Transaction

News release filed on May 21, 2025.

Material Change Report filed on May 21, 2025.

TSX Venture Exchange Filing Statement dated and filed on March 14, 2025.

DATED this 21st day of May, 2025

HYDAWAY DIGITAL CORP.

"Karl Kottmeier"

Per: Karl Kottmeier, CEO