Mr. David Welch reports

GOGO AI NETWORK INC. AND ALGO8 INDUSTRIAL AI INC. ANNOUNCE DEFINITIVE ARRANGEMENT AGREEMENT TO SPIN OUT FULL-STACK INDUSTRIAL AI PLATFORM TO PUBLIC MARKETS

Gogo AI Network Inc. has entered into a definitive arrangement agreement dated June 21, 2026, with Algo8 Industrial AI Inc. and 1589675 B.C. Ltd. (SpinCo), a wholly owned subsidiary of Gogo.

Pursuant to the arrangement agreement, Gogo will spin out its investment in Algo8 into SpinCo, and SpinCo will complete a concurrent acquisition of the remaining interests in Algo8 to create a new listed company. Following completion of the transaction, Gogo will continue as a Canadian Securities Exchange investment issuer, Algo8 will become a wholly owned subsidiary of SpinCo, and SpinCo will carry on the business of Algo8. Upon completion of the arrangement, SpinCo intends to change its name to Algo8 Industrial AI Inc. The resulting issuer intends to apply for the listing of the resulting issuer shares on the CSE.

The transaction delivers a compelling dual-return structure for existing Gogo shareholders: They will retain their current Gogo shares in full while additionally receiving shares of the resulting issuer, the newly listed Algo8 operating company, at no additional cost, resulting in approximately 30-per-cent ownership of one of Canada's most advanced industrial artificial intelligence platforms at the time of listing.

Transaction highlights:

• Gogo shareholders retain their existing Gogo shares in full while receiving an additional, incremental equity interest in the resulting issuer, resulting in approximately 30-per-cent ownership of the combined entity -- Algo8, a full-stack industrial AI operating system.
• The resulting issuer is expected to launch with a strong balance sheet, with approximately $1.5-million in cash spun out from Gogo and approximately $3.5-million in cash held by Algo8, resulting in a combined cash position of approximately $5-million at closing.
• Chemelex LLC, a subsidiary of Brookfield Corp., has invested $2.79-million in Algo8 at a $60-million premoney valuation, underscoring institutional confidence in the PlantBrain platform.

The arrangement

The transaction will be carried out pursuant to a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia). Under the terms of the arrangement, Gogo shareholders will receive 0.25 of a SpinCo share for each Gogo share held. Immediately following the issuance of SpinCo shares to Gogo shareholders, each Algo8 shareholder will exchange with SpinCo their Algo8 shares for SpinCo shares on a one-for-one basis.

Further, each outstanding Algo8 option will automatically become fully vested and exercisable into SpinCo shares in lieu of Algo8 shares on a one-for-one basis. Each outstanding Algo8 restricted share unit granted more than one year prior to the effective time of the arrangement will become fully vested, and the holder will receive SpinCo shares in lieu of Algo8 shares on a one-for-one basis while Algo8 RSUs granted less than one year prior to the effective time of the arrangement will continue in accordance with their original terms, with holders entitled to receive SpinCo shares in lieu of Algo8 shares on a one-for-one basis. Each holder of an outstanding Algo8 warrant will, upon subsequent exercise thereof, receive SpinCo shares in lieu of Algo8 shares on a one-for-one basis.

The arrangement is expected to be completed in third quarter of 2026, subject to the satisfaction or waiver of all conditions precedent.

Upon completion of the arrangement, SpinCo intends to change its name to Algo8 Industrial AI Inc. The resulting issuer intends to apply for the listing of the resulting issuer shares on the Canadian Securities Exchange.

As of the date of the arrangement agreement, there are 112,369,555 Gogo shares and 58,656,613 Algo8 shares issued and outstanding. Upon completion of the arrangement, it is anticipated that there will be approximately 86,749,001 resulting issuer shares issued and outstanding, of which approximately 32.4 per cent will be held by former shareholders of Gogo and approximately 67.6 per cent will be held by former shareholders of Algo8. Importantly, existing Gogo shareholders will retain their Gogo shares in full -- the SpinCo shares distributed under the arrangement represent an additional, incremental equity interest in the resulting issuer delivered to Gogo shareholders at no additional cost.

Board approvals and recommendation

The board of directors of Gogo has unanimously determined that the arrangement is fair to the Gogo shareholders and in the best interests of Gogo, and unanimously recommends that Gogo shareholders vote in favour of the arrangement.

Management commentary

"Structuring this transaction as a spinout gives every Gogo shareholder a direct stake in Algo8 and the freedom to make their own investment decisions," said David Welch, director of Gogo. "Algo8 is the first of several technology opportunities we are evaluating. We believe independent ownership structures benefit shareholders more than holding these opportunities at the parent level, and we intend to pursue similar approaches where appropriate."

"Algo8 has spent years proving that industrial AI is not a future concept. It is a commercial reality today, operating at scale across some of the world's most demanding manufacturing environments," said Nandan Mishra, chief executive officer of Algo8 Industrial. "With over 50 successful PlantBrain deployments across the steel, tire, automotive and energy sectors and the endorsement of Chemelex LLC, a subsidiary of Brookfield Corp., through a $2.79-million investment at a $60-million premoney valuation we are entering the public markets from a position of demonstrated strength. This transaction gives us the platform to pursue transformational growth on a global scale."

"The industrial AI market is at an inflection point, and Algo8's PlantBrain platform is extraordinarily well positioned to lead it," said Himanshu Singh, co-founder and chief technology officer of Algo8. "Our technology stack is production hardened, our customer base is global and our ambitions are squarely global scale. This is just the beginning."

Strategic rationale

Algo8's PlantBrain platform has achieved over 50 successful deployments across the steel, tire, automotive and energy sectors globally, applying advanced machine learning, computer vision and generative AI to drive measurable operational improvements at some of the world's most demanding industrial facilities. Chemelex, a subsidiary of Brookfield -- one of the world's largest alternative asset managers -- completed a $2.79-million strategic investment in Algo8 at a $60-million premoney valuation, a transaction the parties view as a significant proof point of institutional confidence in the PlantBrain platform and Algo8's long-term value creation potential.

Unlike point solutions that address a single operational metric, PlantBrain is built as a full-stack industrial AI operating system, fusing machine learning, computer vision, predictive intelligence, digital twins and autonomous decision systems into a single platform that continuously learns from live plant data. This architecture creates a durable competitive moat: Each new deployment generates proprietary operational data that sharpens the platform's models across the installed base, deepening Algo8's domain expertise in complex, safety-critical industrial environments that are difficult for generalist AI vendors to replicate. Algo8's deployments are also deeply embedded within customers' core operations -- spanning production, reliability and sustainability workflows -- creating high switching costs and long-duration customer relationships once the platform is live.

That moat is reflected in Algo8's customer base and growth trajectory. The platform's 50-plus deployments span some of the most demanding industrial operators globally across the steel, tire, automotive and energy sectors, with customer relationships that have consistently expanded from initial point deployments into multisite, multiuse-case engagements as operators see measurable gains in productivity, reliability, safety and energy efficiency. This land-and-expand dynamic, combined with growing international demand for industrial AI adoption, has positioned Algo8 for a period of accelerating growth, underpinned by a multicurrency revenue pipeline across North America, Europe, the Middle East, Africa and Asia and validated most recently by Chemelex's strategic investment -- a strong signal of institutional confidence in both the platform's technology and its growth trajectory as Algo8 enters the public markets.

The combined leadership team composed of Mr. Mishra (chief executive officer), Mr. Singh (co-founder and CTO), Brandon Kou (president), Shirish Pareek (global chief strategy officer) and Gary Alcock (business development, North America) brings deep expertise across industrial AI, enterprise software, capital markets and corporate development to execute on this strategy.

Shareholder and court approvals

The arrangement is subject to, among other things:

• Approval by Gogo shareholders by the affirmative vote of at least 66-2/3rds per cent of the votes cast at a special meeting of Gogo shareholders, together with any additional approval required under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions);
• Approval by Algo8 shareholders by the affirmative vote of at least 66-2/3rds per cent of the votes cast at a meeting of Algo8 Shareholders;
• Receipt of an interim order and a final order of the Supreme Court of British Columbia approving the arrangement;
• Receipt of all necessary regulatory approvals, including acceptance by the Canadian Securities Exchange; and
• The satisfaction of certain other closing conditions customary for transactions of this nature.

Resulting issuer board of directors

Upon completion of the arrangement, the board of directors of the resulting issuer is expected to be composed of Mr. Kou, Mr. Mishra, Mr. Singh, Douglas Steinberg and Nicholas Mersch.

Nandan Mishra -- co-founder and CEO, Algo8

Mr. Mishra is a technology entrepreneur, industrial AI pioneer and system thinker focused on transforming how the world's energy, manufacturing and critical infrastructure sectors operate. An engineer by training from the Indian Institute of Technology Kanpur, he began his career at the intersection of computational sciences, advanced analytics and complex system modelling at Google Maps before moving into enterprise AI and industrial transformation, with early work spanning satellite data analytics, predictive systems and large-scale optimization that laid the foundation for Algo8's industrial AI vision. In 2018, he co-founded Algo8 with a simple but ambitious belief: While the digital economy had operating systems for information, the industrial world lacked an intelligence layer capable of understanding, predicting and autonomously optimizing physical operations. Under his leadership, Algo8 has evolved from an AI consulting venture into a deep-tech industrial AI platform company serving manufacturing, energy, utilities, logistics and process industries across multiple continents, delivering AI-led transformation initiatives spanning refining, chemicals, power, metals, cement, consumer products and automotive.

His vision extends beyond individual use cases: He believes the next generation of industrial enterprises will be built upon intelligence infrastructure -- a foundational layer that continuously learns from operational data, augments human decision making and orchestrates autonomous actions across the enterprise -- a philosophy that has shaped Algo8's long-term strategy of developing a scalable industrial AI operating system capable of becoming the digital nervous system of industrial organizations worldwide. Known for combining engineering rigour with system thinking and entrepreneurial execution, he has built teams and partnerships across North America, Europe, the Middle East, Africa and Asia, and is a vocal advocate for AI innovation, industrial modernization and technology-driven economic development. As Algo8 enters its next phase as a publicly traded company, his mission remains unchanged: to build the intelligence infrastructure that powers the factories, plants, supply chains and industrial ecosystems of the future.

Himanshu Ujjawal Singh -- co-founder and chief technology officer, Algo8

Mr. Singh is the co-founder and chief technology officer of Algo8 AI, where he leads the company's technology vision, product strategy and AI innovation initiatives. An alumnus of IIT Kanpur, he has spent more than a decade applying artificial intelligence, advanced analytics and operational intelligence to complex manufacturing and supply chain environments across North America, Europe, the Middle East and Asia.

Under his leadership, Algo8 has developed industrial AI platforms spanning manufacturing operations, predictive maintenance, computer vision, supply chain optimization and enterprise decision intelligence. Mr. Singh is also the proponent of the concept of inflection economics, a framework that describes how AI can create disproportionate business value by helping organizations cross critical operational thresholds that unlock new markets, products, business models and competitive advantages. His work focuses on enabling enterprises to move beyond incremental optimization toward transformational business outcomes through AI-driven decision systems and autonomous operations.

Brandon Kou -- president, Algo8

Mr. Kou is a seasoned public market executive and investor with a record spanning technology, health care, media, infrastructure and digital assets. Prior to Algo8, Mr. Kou was a managing director at Wildcat Equity Partners, a United States-based family office, where he oversaw investment initiatives across high-growth verticles, including AI-driven platforms and frontier technologies. He previously served as CEO and a board member of Leef Brands, a publicly traded multistate cannabis operator, where he led its merger-and-acquisition strategy and capital structuring that expanded the company into one of California's largest operators before its merger with a leading state manufacturer. Earlier, Mr. Kou co-founded Block Partners, a blockchain-focused merchant bank, and Mavan Capital Partners, which brought technology opportunities to Canadian public markets, and held senior leadership roles at Steve Nash Enterprises, overseeing a portfolio spanning Indochino, Sharecare and the Vancouver Whitecaps. He began his career in investment banking at Houlihan Lokey and holds a degree from the University of Southern California's Marshall School of Business.

Douglas Steinberg -- director, resulting issuer

Mr. Steinberg is an operator and product leader working at the intersection of AI and cybersecurity. He is an operator in residence at Primary Venture Partners, where he focuses on company formation within Primary's incubation arm. He previously incubated Eos Cyber, an AI access control company acquired by AppViewX in 2026. Earlier, he served as head of product at Elpha Secure, a cyber insurtech company, and as a cybersecurity consultant at IBM Security, where he advised government and Fortune 500 companies on cyber risk. He holds a BS in applied physics from Yale University.

Nicholas Mersch -- director, resulting issuer

Mr. Mersch is a technology investor and portfolio manager focused on artificial intelligence, growth-stage innovation and the infrastructure layer powering the next computing cycle. As portfolio manager at Purpose Investments, he covers the public market side of AI across semiconductors, compute infrastructure, software, digital assets and the broader technology ecosystem. Mersch's work is grounded in a practical question: Where does durable value accrue as AI moves from research labs into real-world deployment. His research has focused on the constraints shaping the AI economy, including compute availability, power, networking, memory and the transition from traditional software platforms toward agentic systems.

Trading restrictions

The SpinCo shares to be issued as share consideration to former Algo8 shareholders will be subject to certain contractual restrictions on transfer, with release schedules varying depending on whether the Algo8 shares exchanged were originally issued as founder shares or non-founder shares. In addition, holders of outstanding Algo8 options and Algo8 RSUs are expected to enter into voluntary lock-up agreements restricting the transfer of certain securities for periods of up to 12 months following the initial trading date.

With respect to SpinCo shares issued in exchange for Algo8 founder shares, such shares shall be released from the trading restriction in tranches as follows: 10 per cent shall become freely tradable on the date that is 12 months following the trading date; a further 25 per cent on the 18-month anniversary; a further 25 per cent on the 24-month anniversary; a further 25 per cent on the 30-month anniversary; and the remaining 15 per cent on the 36-month anniversary of the trading date.

With respect to SpinCo shares issued in exchange for Algo8 non-founder shares, 50 per cent shall become freely tradable on the date that is six months following the trading date, and the remaining 50 per cent on the 12-month anniversary of the trading date.

Change to board of directors

Gogo also announces that, effective as of June 19, 2026, Mr. Kou has stepped down as a director and as president of Gogo to take on a leadership role with the resulting issuer, where he will serve as president and as a member of the resulting issuer's board of directors. Mr. Kou's transition underscores his conviction in Algo8's platform and the long-term value creation opportunity represented by the arrangement. Gogo thanks Mr. Kou for his significant contributions to the company and looks forward to his continued leadership in the combined entity.

About Gogo AI Network Inc.

Gogo AI is an investment issuer focused on identifying, investing in and supporting early-stage and growth-stage companies developing artificial intelligence, automation and next-generation software technologies. The company targets opportunities across multiple sectors and geographies, and seeks to create long-term shareholder value through disciplined capital allocation, active portfolio support and the strategic monetization of its investments over time.

About Algo8 Industrial AI Inc.

Algo8 is a global deep-tech pioneer in industrial AI and the developer of PlantBrain, a full-stack industrial AI operating system purpose-built for manufacturing, energy and logistics. Leveraging advanced machine learning, computer vision and generative AI, Algo8 drives transformational impact across industries through scalable, explainable and responsible AI solutions built by a multidisciplinary team of AI specialists.

With over 50 successful deployments worldwide, Algo8 has consistently delivered breakthrough AI innovations that enhance efficiency, boost profitability and accelerate digital transformation.

We seek Safe Harbor.