Vancouver, British Columbia--(Newsfile Corp. - January 29, 2026) - Haviland Enviro Corp. (TSXV: HEC.P) (the "Company"), a capital pool company ("CPC") pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange"), is pleased to announce that further to the Company's press release dated May 9, 2023 (the "May Press Release"), the Company and Xogen Technologies Inc. ("Xogen") have entered into an amending agreement dated January 26, 2026 (the "Amending Agreement"), to amend the terms of the letter of intent dated May 9, 2023, as amended (the "LOI").

Pursuant to the Amending Agreement, the outside date for the proposed transaction between the Company and Xogen (the "Proposed Transaction") has been extended to June 30, 2026 and the requirement to enter into a definitive agreement has been extended to April 30, 2026. All other material terms of the LOI remain unchanged. The closing of the Proposed Transaction is subject to, among other items, Xogen completing a private placement for minimum gross proceeds of $500,000 (as further described in the May Press Release).

The Company is currently halted from trading pending final Exchange approval of the Proposed Transaction.

About Xogen

Xogen is a private company incorporated on June 3, 2004 under the laws of the Province of Alberta. Xogen is a cleantech company in the water sector that has developed a proprietary Advanced Electro-Oxidation (AEO) technology for the treatment of ammonia and other contaminants in our water. During the process of treating these contaminants the Xogen system generates valuable off gases, hydrogen, oxygen and nitrogen with trace amounts of CO2. All of these gases can be recaptured as a cost benefit to operating the system. Xogen has successfully demonstrated the viability of their system with pilot plants at a number of landfill sites in Canada and the United States. Xogen also has a commercial scale pilot plant installed at the University of Massachusetts to demonstrate treatment efficacy to potential US customers.

About the Company

The Company is a capital pool company and its common shares are listed for trading on the TSXV under the symbol "HEC.P". The Company has not commenced commercial operations and has no assets other than cash.

Further Information

Further details about the Proposed Transaction will be provided in a comprehensive press release if and when the parties enter into a definitive agreement and in the disclosure document to be prepared and filed in respect of the Proposed Transaction. Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSXV has in no way passed upon the merits of the Proposed Transaction.

Information concerning Xogen, has been provided to the Company by Xogen for inclusion in this press release.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies of the TSXV), majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This release includes certain statements that may be deemed to be "forward-looking statements". All statements in this release, other than statements of historical fact, that address events or developments that management of the Company expect, are forward-looking statements. Forward-looking statements include, but are not limited to, statements with respect to: the Proposed Transaction and certain terms and conditions thereof; the business of Xogen; the negotiation and completion of the Definitive Agreement; the terms and completion of the concurrent financing. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: future demand for Xogen's products; the results of research and development activities; inability to raise the capital necessary to incur the expenditures required to commercialize Xogen's products; intellectual property protection; environmental regulations; general business, economic, competitive, political and social uncertainties; delays in obtaining governmental approvals; and failure to obtain regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282107