Mr. Darcy Taylor reports

PIONEER AI FOUNDRY ANNOUNCES NOTE OFFERING

Pioneer AI Foundry Inc. has arranged a non-brokered private placement offering of 2,000 units at $1,000 per unit for gross proceeds of up to $2-million.

The units

Each unit will comprise a senior unsecured 5.0 per cent note having a principal amount of $1,000 and 1,000 common share purchase warrants. Each warrant will entitle the holder to purchase one common share of the company at an exercise price of 30 cents per share for a period of 60 months from issuance.

The notes will represent senior unsecured obligations of the company. The notes will bear interest at 5.0 per cent per annum, payable at maturity, and will have a term of 12 months from issuance.

Up to 20 per cent of the net offering proceeds will be used for research and development costs, operating expenses, reporting infrastructure, and general and administrative expenses, with the remaining proceeds to be used to acquire bitcoin, which will be deposited with an arm's-length custodian. The company intends to use its proprietary Kora AI (discussed further below) to optimize the treasury performance of these holdings. On maturity of the notes, the company will pay to the noteholders a premium amount equal to: (a) 80 per cent of any growth in net value of such holdings from closing to maturity, less (b) the principal amount and accrued interest owing under the notes at maturity, net of any and all costs and expenses related thereto. If the value of such holdings decreases or stays the same, no premium amount will be paid.

The notes may be redeemed by the company at any time prior to maturity by providing 15 days of prior notice and paying all indebtedness owing thereunder up to the date of redemption. Neither the notes nor warrants will trade on any securities exchange, and they are non-transferable and will be subject to a four-month statutory hold period from issuance.

Completion of the offering is subject to the company receiving any necessary approvals from Cboe Canada.

Kora AI

The company has, through its subsidiary Kora AI (Singapore), developed Kora, an artificial-intelligence-powered application focused on defi (decentralized finance). Kora is designed to provide real-time information regarding defi, which may include behavioural nudges, market alerts or other general market information, all in a manner meant to simplify information gathering for the user in an environment that may otherwise seem overwhelming to individuals who do not have the time or energy to stay up to date with the minutiae of the rapidly evolving defi world. In jurisdictions where the regulatory environment is amenable to AI-powered investment advisers, Kora may also be used for providing portfolio insights or execution suggestions. By doing so, Pioneer believes Kora will address a large and underserved market segment.

In April, 2025, Kora entered private beta stage of development and is currently undergoing controlled testing with select early users. Development to date has included the completion of core infrastructure components such as API (application programming interface) frameworks, exchange connectivity and wallet integration, alongside initial deployment of AI models for sentiment analysis and trading signal generation.

The private beta phase is structured to run over several months and is intended to inform further refinement of Kora's strategy engine, user interface and execution logic. Feedback and performance data from this phase will guide decisions regarding broader commercialization, including the scope and timing of a potential commercial launch. Pioneer anticipates continued enhancements throughout 2025, including expansion of multichain functionality and evaluation of integration with emerging defi venues. While Pioneer is encouraged by progress to date, the full commercial release of Kora remains subject to continuing development milestones and evolving market conditions.

Pioneer intends to make Kora available to strategic partners or other third parties. Revenue generation will be based on licensing or white-label fees, which may themselves be based on subscription-based fees or more traditional license fees. Pioneer will not offer Kora directly to end-users unless allowable under applicable laws.

About Pioneer AI Foundry Inc.

Pioneer AI Foundry is a publicly listed venture builder advancing agentic AI at the intersection of artificial intelligence and decentralized finance. Through its subsidiary, Kora AI Pte. Ltd., Pioneer has developed Kora, an AI-driven product focused on defi that is currently in private beta testing. The company also maintains strategic minority equity interests in ventures driving innovation in AI and digital asset reserve strategies. These include Cykel AI PLC, Sundae Bar PLC, Satsuma Technology PLC (formerly Tao Alpha PLC) and Supernova Digital Assets PLC.

We seek Safe Harbor.