Mr. Daren Trousdell reports

PELICAN AI CORP. ANNOUNCES PROPOSED SHARE ISSUANCES AND LITIGATION UPDATE

Pelican AI Corp. intends to issue approximately 2.5 million common shares of the company at a price of 25 cents per share in connection with a proposed non-brokered private placement and debt settlement having an aggregate value of approximately $625,000.

The proposed transactions consist of:

• A non-brokered private placement of approximately 100,000 shares at a price of 25 cents per share for gross proceeds of approximately $25,000 to a subscriber who was inadvertently excluded from Pelican Canada Inc.'s subscription receipt offering that closed on March 26, 2026, due to a clerical error; and
• The settlement of approximately $600,000 of bona fide outstanding indebtedness through the issuance of approximately 2.4 million shares at a deemed price of 25 cents per share.

The private placement investor and each creditor participating in the debt settlement are arm's length to the company. The company intends to use the proceeds of the private placement for general working capital purposes. The debt settlement is intended to preserve the company's cash resources and improve its balance sheet.

The shares will be issued pursuant to applicable exemptions from the prospectus requirements under Canadian securities laws and will be subject to applicable statutory and Canadian Securities Exchange hold periods. The final number of shares issued under the private placement and debt settlement will be determined at closing based on the subscriptions accepted and the amount of indebtedness settled, respectively.

Completion of the private placement and debt settlement remains subject to the approval of the CSE and other customary closing conditions. The company does not expect the proposed issuances to result in the creation of a new control person.

Litigation update

The company is pleased to announce that the settlement of litigation involving a former holder of a convertible promissory note originally issued by a subsidiary of the company has become effective, and the claims asserted against the company and its subsidiaries in that litigation have been settled.

The company also wishes to clarify and update certain disclosure contained in its CSE Form 2A (Listing Statement) dated Aug. 14, 2026, regarding separate litigation involving Parth Desai and certain related parties.

The listing statement indicated that the parties were continuing settlement discussions and that further litigation steps were being held in abeyance while those discussions continued. The applicable standstill arrangement expired on July 15, 2026.

The company further confirms that a subsidiary of the company filed a counterclaim in the continuing New Jersey litigation on July 27, 2026.

The litigation involving Mr. Desai remains in progress. The company disputes the claims asserted against it and intends to continue vigorously defending those claims while pursuing the relief sought in its counterclaim. No court has determined the merits of the parties' claims or defences.

About Pelican AI Corp.

The Pelican group specializes in artificial-intelligence-driven solutions for payment processing and financial crime compliance. With over 25 years of experience, the Pelican group leverages artificial intelligence, machine learning and natural language processing to support banks, fintech companies and corporations in managing payments and ensuring regulatory compliance. Operating in over 55 countries, the Pelican group has processed more than one billion transactions across various payment types and global banking standards.

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