Mr. Jonathan Lansky reports

LEGEND POWER ANNOUNCES NON-BROKERED PRIVATE PLACEMENT PURSUANT TO THE LISTED ISSUER FINANCING EXEMPTION

Legend Power Systems Inc. has arranged a non-brokered private placement of a minimum of 11,111,111 units and up to a maximum of 14,186,000 units of the company at a price of 12 cents per unit for aggregate gross proceeds of a minimum of $1,333,333 and up to a maximum of $1,702,320. The offering is being completed pursuant to the amendments to National Instrument 45-106, Prospectus Exemptions, set forth in Part 5A thereof (the listed issuer financing exemption) to purchasers resident in Canada, except Quebec, and such other jurisdictions outside of Canada in compliance with applicable securities laws of those jurisdictions. The company has filed a Form 45-106F19 offering document related to the offering, which can be accessed under Legend Power's profile on SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision.

Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one additional common share at an exercise price of 20 cents per common share for a period of 24 months from the date of issuance subject to an accelerated expiry provision, whereby, in the event the daily volume-weighted average trading price of the company's common shares on the TSX Venture Exchange or such other stock exchange where the majority of the trading volume occurs exceeds 25 cents for a period of 10 consecutive trading days, at the company's election, the period within which the warrants are exercisable will be reduced and the holders of the warrants will be entitled to exercise their warrants for a period of 30 days commencing on the day the company provides notice, any outstanding warrants not exercised during the 30-day period will expire. The units issued in the offering will not be subject to any statutory hold period under applicable Canadian securities laws, subject to limitations prescribed by the listed issuer financing exemption.

In connection with the offering, the company may pay fees in accordance with the policies of the exchange, being a cash commission of up to 5.0 per cent on total proceeds received from subscribers introduced to the company by the eligible finder and the issuance of non-transferable common share purchase warrants equal to up to 3.0 per cent of total units issued to subscribers introduced to the company by eligible finders. Each finder warrant will entitle the holder to acquire one common share at an exercise price of 20 cents per common share for a period of 24 months from the date of issuance, subject to the accelerated expiry provision. Securities issued to eligible finders will be subject to a statutory hold period expiring four months and one day after issuance in accordance with the policies of the exchange and applicable Canadian securities laws.

The company intends to use the net proceeds from the offering primarily for operating expenses, material purchases and general working capital purposes, as more specifically detailed in the offering document.

The offering may close in multiple tranches, with the first-tranche closing expected to occur on or before Dec. 5, 2025, and the final closing to occur no later than Jan. 8, 2026. The offering is subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including the approval of the exchange.

About Legend Power Systems Inc.

Legend Power Systems provides an intelligent energy management platform that analyzes and improves building energy challenges, significantly impacting asset management and corporate performance. Legend Power's proven solutions support pro-active executive decision making in a complex and volatile business and energy environment. The proprietary and patented system reduces total energy consumption and power costs while also maximizing the life of electrical equipment. Legend Power's unique solution is also a key contributor to both corporate sustainability efforts and the meeting of utility energy-efficiency targets.

About SmartGate

SmartGate is a turnkey solution that identifies and resolves inefficiencies in commercial electrical systems, enhancing energy performance while reducing costs and emissions. The SmartGate active energy management system installs after the meter in line with your switchgear. Using the company's patented technology, Legend Power extracts a percentage of the load, converts and analyzes it, rebuilds the waveform, and then injects it back into your system. This provides full voltage regulation (plus or minus 8 per cent) to your exact specification on each phase individually to address the main power attributes that impact system reliability, lifetime and efficiency, all focused on reducing energy consumption while creating optimal power for optimal performance with a footprint designed for today's buildings.

We seek Safe Harbor.