Vancouver, British Columbia--(Newsfile Corp. - October 15, 2026) - Haviland Enviro Corp. (TSXV: HEC.P) (the "Company" or "Haviland"), a capital pool company, is pleased to announce that it has entered into a business combination agreement dated October 15, 2026 (the "Business Combination Agreement") with Xogen Technologies Inc. ("Xogen"), a cleantech company in the water sector, whereby the Company will acquire all of the shares of Xogen in exchange for shares of the Company on the terms detailed below (the "Proposed Transaction"). It is expected that the Proposed Transaction will constitute the qualifying transaction of the Company pursuant to the policies of the TSX Venture Exchange ("TSXV" or the "Exchange"). The Company, after giving effect to the Proposed Transaction, is referred to herein as the "Resulting Issuer".

Definitive Agreement

The Business Combination Agreement provides for the Proposed Transaction to be completed by way of a three-cornered amalgamation involving the Company, a wholly-owned subsidiary of the Company ("Subco"), and Xogen whereby Xogen and Subco will amalgamate to form a corporation that will be wholly-owned by the Company. Xogen shareholders will receive common shares of the Company ("Haviland Shares") in exchange for their Class A common shares of Xogen ("Xogen Shares") at an exchange ratio of one (1) Haviland Share for each three (3) Xogen Shares (the "Exchange Ratio"). An aggregate of approximately 32.3 million Haviland Shares will be issued to Xogen shareholders, inclusive of Xogen Shares issued pursuant to the Concurrent Financing and Debt Settlement (each as defined below).

Pursuant to the terms of the Business Combination Agreement, completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, completion of the Concurrent Financing and Debt Settlement, the approval of Xogen shareholders and the approval of the Exchange for the listing of the Haviland Shares issuable in connection with the Proposed Transaction and other customary closing conditions. There can be no assurance that all conditions will be satisfied or that the Proposed Transaction will be completed as proposed or at all.

Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 technology issuer on the Exchange. The Resulting Issuer will retain the name of the Company and carry on the existing water treatment technology business of Xogen. After completion of the Concurrent Financing, and assuming minimum net proceeds of $550,000 thereunder, shareholders of Xogen will own approximately 62% of the Resulting Issuer, existing shareholders of the Company will own approximately 28% of the Resulting Issuer, and subscribers in the Concurrent Financing will own approximately 10% of the Resulting Issuer, on an undiluted basis.

Certain insiders of the Company, being Steve Selgensen, Patrick Devlin and David Johnston, own 19.8%, 10.0% and 1.5%, respectively, of the Xogen Shares. However, Haviland and Xogen do not have a common control person and, accordingly, the Proposed Transaction is not a Non-Arm's Length Qualifying Transaction and is not expected to require Haviland shareholder approval.

Concurrent Financing and Debt Settlement

Prior to the closing of the Transaction, Xogen will complete a private placement of 13,750,000 units at a price of $0.04 per unit ("Unit") for gross proceeds of $550,000 (the "Concurrent Financing"). Each Unit will be comprised of one Xogen Share and one Xogen common share purchase warrant ("Xogen Warrant") that is exercisable at a price of $0.05 per share for a period of three years. In addition, it is anticipated that Xogen will complete a private placement of 10,000,000 Units at a price of $0.04 per Unit in settlement of outstanding shareholder loans in the amount of up to $400,000 (the "Debt Settlement").

The Xogen Shares and Xogen Warrants issued pursuant to the Concurrent Financing and Debt Settlement will be exchanged for Haviland Shares and Haviland common share purchase warrants pursuant to the Proposed Transaction in accordance with the Exchange Ratio and the exercise price of the Xogen Warrants will be adjusted accordingly. The net proceeds of the Concurrent Financing will be used to implement Xogen's commercialization strategy and for general corporate purposes.

Directors, Officers and Insiders of the Resulting Issuer

Upon completion of the Proposed Transaction, it is anticipated three of the current directors of the Company, being David Johnston, Jacqueline Logan and Monique Charbonneau, will continue as directors of the Resulting Issuer and three new directors will be appointed to the board of the Resulting Issuer. The new directors will include Robert Reisig and two additional directors to be selected by Xogen. Further, the management team of the Resulting Issuer is anticipated to include David Johnston as Chief Executive Officer, Jacqueline Logan as Chief Financial Officer and Monique Charbonneau as Corporate Secretary. Further background information regarding each of the directors and officers of the Resulting Issuer is set forth below.

Following completion of the Transaction, it is currently anticipated that Robert Reisig, Dianne Mantei and Steve Selgensen will each exercise control or direction over more than 10% of the issued and outstanding shares of the Resulting Issuer and thus will be considered insiders of the Resulting Issuer.

David Johnston - Chief Executive Officer and Director

Mr. Johnston has served as President of Haviland since March 2025 and as a Director of the Company since 2023. He is the founder and President of Johnston Capital Corporation, a private commercial and residential real estate development and investment company established in October 1998, with past projects throughout Western Canada, the United States, and Mexico. In addition, Mr. Johnston has been a licensed Realtor in the Province of Alberta since January 2015. Previously, he served as Senior Partner and Managing Director of Kendal Adjusters Inc., a private risk management and claims adjustment services company, from June 2008 to May 2014. Mr. Johnston brings extensive experience in contract negotiations, team leadership, managing multi-million-dollar transactions, and resolving complex business matters while mitigating litigation risks. He graduated with Honours from the Business Management program at Mount Royal University.

Jacqueline Logan - Chief Financial Officer and Director

Ms. Logan is an entrepreneur with over 30 years of experience in corporate finance across a wide range of industries both in the private and public sectors. As president of Jaqi Logan Financial Services, Inc., a company which she founded in 1991, Ms. Logan's expertise includes financial management services, general record-keeping and tax planning and preparation services.

For the years 2003-2025, Ms. Logan acted as the Controller for Kure Technologies, Inc. (TSXV: KUR.H). In 2018, Ms. Logan expanded her management and investment portfolios to include Capital Pool Companies ("CPCs"). In her role as the Controller for a number of CPCs past and present, Ms. Logan has assisted several companies from start-up to the closing of their qualifying transactions.

Ms. Logan is currently a Director of Haviland, Chief Financial Officer of Royalties Inc. (CSE:RI), and Music Royalties Inc. She is a partner in Cuspis Capital Partners Ltd., and provides financial services to a number of other private companies.

Monique Charbonneau - Corporate Secretary and Director

Ms. Charbonneau has served as Corporate Secretary of Haviland since 2022 and Chief Financial Officer and Director of Haviland since 2025. She is an entrepreneur with extensive experience in business operations and management. Since 2009, she has owned and operated Nucleus Distribution Inc., an automotive parts manufacturing and distribution company, and since 2012 has served as founder and President of MJ Rochester Publishing Inc., a private publishing company.

Ms. Charbonneau has been involved with several corporate mergers and acquisitions in the manufacturing, distribution, and retail industries, where she has acted both as principal and operator. Ms. Charbonneau has created significant growth and profitability for the companies she has been involved with both through organic growth and acquisitions.

Ms. Charbonneau assisted with the acquisition of STT Enviro Corp. (TSXV: STT), as a significant investor and advisor. The company was sold in June 2017 to Carmeuse Lime (Canada) Ltd. Ms. Charbonneau is also a private investor who has actively made numerous investments in private and public companies in real estate, retail, mining, energy, and engineering fields. Ms. Charbonneau attended Ryerson University and the University of Toronto.

Robert Reisig - Director

Robert Reisig is one of the founders of Xogen Technologies Inc., a Director, Chairman of the Board, and the Company's largest shareholder. Mr. Reisig brings over 40 years of business experience, with an extensive background in business development, corporate management, financing, and strategic planning. Throughout his career, he has been involved in the development, financing, and management of businesses across several industries.

In addition to his involvement with Xogen Technologies Inc., Mr. Reisig was President and CEO of TruPoint Restoration Inc., a Calgary-based insurance contracting company specializing in disaster remediation and restoration services. Previously, Mr. Reisig was involved in land development in Calgary and served as President and CEO of Precision Builders Ltd., where he gained extensive experience in real estate development, construction management, project financing, and business operations.

Mr. Reisig's broad business background and experience in raising capital, developing business opportunities, and managing corporate operations have played an important role in the development and ongoing advancement of Xogen. His focus continues to be on the company's strategic direction, financing initiatives, and the commercialization of Xogen's patented wastewater treatment technology.

Summary of Select Financial Information

A summary of certain financial information for Xogen, disclosed in accordance with Exchange policies, is included in the tables below:

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

A filing statement will be prepared and filed in accordance with the policies of the Exchange. Investors are cautioned that, except as disclosed in the 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 the Company should be considered highly speculative.

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 securities to be offered in the Concurrent Financing have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. 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 applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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 terms and completion of the Proposed Transaction; 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.

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