Mr. Broderick Gunning reports

NU E POWER CORP INITIATES STRATEGIC RESET WITH MOVE TO UNWIND LEGACY TRANSACTION AND STRENGTHEN SHARE STRUCTURE

NU E Power Corp. entered into a non-binding letter of intent on Feb. 18, 2026, with Redhill Capital Corp. to rescind and unwind the acquisition of Blu Dot Systems Inc. that was completed on Oct. 10, 2025.

Summary of the proposed rescission

Pursuant to the LOI, NU E and Redhill and the other former shareholders of Blu Dot intend to enter into a rescission agreement to restore each party to their respective positions as they existed prior to the acquisition. The proposed rescission would involve, among other things, the following:

• NU E would transfer all of its right, title and interest in the issued and outstanding common shares of Blu Dot to the vendors, free and clear of all encumbrances.

• In exchange, the vendors would transfer to NU E for cancellation the 29.5 million common shares originally issued pursuant to the acquisition at a deemed price of 13 cents per share.

• No cash consideration is payable amongst NU E and the vendors, except as may be required to address specific liabilities, if any.

• Upon completion, all liabilities, obligations, debts and commitments of Blu Dot shall be assumed by the vendors, who shall, on a joint and several basis, indemnify NU E against any claims arising from Blu Dot's operations or liabilities. NU E shall be released from any and all obligations arising from or related to Blu Dot or the Blu Dot shares.

• The parties have mutually determined that unwinding the acquisition is in their respective best interests. As of the date hereof, the parties remain at arm's length. No fees, penalties or other compensation are payable by any party in connection with the rescission. The company does not expect the proposed rescission to have a material adverse impact on its continuing operations.

Board changes and share capital restructuring

In connection with the proposed rescission and broader corporate restructuring, the company also announces the resignation of Mandy Cummings and Devon Sandford from the board of directors of NU E, effective immediately. The board thanks them for their contributions during their tenure.

Upon completion of the proposed rescission, approximately 29.5 million shares of NU E will be cancelled and removed from the company's issued and outstanding share capital, reflecting the cancellation of the consideration shares in connection with the original acquisition.

Chief executive officer commentary

"This rescission represents an important milestone in the evolution of NU E's business model toward a merchant banking-focused energy company," said Broderick Gunning, chief executive officer of NU E Power Corp. "As part of a broader restructuring of the company, the rescission of the Blu Dot acquisition allows us to streamline our corporate structure and refocus our resources on advancing our core strategy of developing next-generation power sites for the digital and global power economies. We believe this is a positive development for the company and its shareholders as we continue to build long-term value."

Conditions and next steps

Completion of the proposed rescission is subject to a number of conditions, including:

• Accuracy of representations and warranties and performance of all obligations under the Rescission Agreement at or prior to closing;

• Receipt of all required regulatory approvals, including approval from the Canadian Securities Exchange (CSE) for the cancellation of the consideration shares;

• Execution and delivery of mutual releases in form and substance satisfactory to NU E;

• Eelivery of all required documents to enable cancellation of the consideration shares and transfer of the Blu Dot shares.

The parties intend to negotiate and execute the definitive rescission agreement as soon as possible, with a target closing date of Feb. 27, 2026. The definitive rescission agreement will contain customary representations, warranties, covenants and indemnities.

Non-binding nature

Except for certain binding provisions relating to confidentiality, expenses and miscellaneous matters, the LOI is non-binding. There can be no assurance that a definitive rescission agreement will be entered into or that the proposed rescission will be completed on the terms or time frame contemplated or at all.

About NU E Power Corp.

NU E is a multistage power developer that converts land and grid access into institutional-grade energy assets. NU E develops next-generation power sites for the digital and global power economies. Combining renewables, grid, gas, nuclear and battery storage, NU E delivers scalable, reliable and optimized energy sites across the world.

We seek Safe Harbor.