OTC: EDGM

Following the closing of the Share Exchange, Edgemode,
through SAPL, its wholly owned subsidiary, began designing, building, and operating digital infrastructure for HPC with the goal of becoming
a leading provider of digital colocation services. The acquisition of SAPL enabled the Company to begin to leverage SAPL’s existing
infrastructure and expertise to meet the growing demand for data center facilities for third-party customers focused on cloud computing
as well as machine learning and artificial intelligence.

In or around May 2025, the Company discovered
that Synthesis Analytics Production Ltd. and ACL breached material representations and warranties under the Share Exchange. The Employment
Agreement was terminated on or about September 1, 2025, upon Dr. Adler’s resignation. Pursuant to a letter dated December 8, 2025
and a complaint filed by the Company in the United States District Court for the Southern District of Florida, the Company intends to
seek rescission of the Share Exchange and rescind the shares of Company common stock issued to ACL pursuant to the Share Exchange and
the Company has sent notice to Dr. Adler for the termination of the option to purchase common stock issued to Dr. Adler under the Employment
Agreement and the termination of such agreement for “cause” as defined under the agreement. Among other material breaches,
without limitation, the Company has discovered that the real property and material assets of SAPL were encumbered at the time of the closing
of the Share Exchange and remain encumbered and subject to liens.

On October 15, 2025, the Company and Blackberry
AIF (“BAIF”) entered into a memorandum of understanding (the “MOU”) for the purposes of organizing DC Estate Solutions
Cayman Limited, a Cayman Island entity (“DC Estate Solutions”) which was organized by the Company on October 23, 2025. On
November 6, 2025, DC Estate Solutions and BAIF entered into a share purchase agreement (the “SPV SPA”). DC Estate Solutions
was initially owned and controlled 75% by the Company and 25% by BAIF. The principal of BAIF is Jose Mora. DC Estate Solutions has acquired
five property leases, which were previously assigned to and held by BAIF, consisting of 100 hectares of land each located in the Spain
cities of Malpica, Caceres, Vianos, Cordoba and Torrecampo (the “Spain Leases”). The Spain Leases are held by wholly owned
subsidiaries of DC Estate Solutions. The Spain Leases are for an average term of 35 years at an initial total average cost of $96,000
per month for all sites. As a condition of each lease, the payments are subject to meeting certain milestones, such as obtaining a favorable
urban compatibility reports and connection points. Under the terms of the Spain Leases, the Company will pay approximately $15,000 to
the owners of the Cordoba site in 2026. No further payments are expected in 2026.

The Company and BAIF intend to use the Spain Leases
to develop and operate HPC data center sites. The Company paid BAIF $250,000 upon execution of the MOU and an additional $250,000 on the
closing of the SPV SPA. The Company intends to develop the sites as gas powered fully autonomous energy islands for Tier 3 level uptime
AI data centers. The total capacity to be developed across the five sites is anticipated to be up to 1.8 Gigawatts. We believe that since
the sites will be autonomous energy islands no grid connection is required and there will be no material reliance on grid infrastructure.
Thereby, subject to financing, reducing time to power for our data center clients to 18 months. The total capacity of the sites is planned
to be 360 MW per site. An application to connect to the local gas pipeline for gas supply has already been made and approval has been
received. The Company is negotiating a power purchase agreement with an energy company to develop a 360MW gas Solid Oxide Fuel Cell facility
to convert gas fuel into electricity. The Company will need to secure fibre connections, environmental permits and all necessary contractor
permits. The sites will then be classed at Ready to Build (“RTB”) as the Company intends to sell the sites on a RTB basis.
We estimate the Company will require $5 million of working capital to achieve full RTB status on all five sites. Additional capital is
required to develop the sites and the further development of the data centers to RTB will require substantial capital. There are no assurances
that the Company will receive sufficient capital or will receive capital on reasonable terms. In addition, there are no assurances the
application and permits will be received or that agreements will be completed or the data centers ultimately developed and sold or become
operational.

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The Company’s goal is to utilize the assets
we have acquired via the purchase of BAIF sites to develop AI data center and energy infrastructure, which will provide consistent dollar-based
revenue and which represent substantially less risk than our historical digital asset self-mining operations. Our intent is to focus our
business on development and marketing efforts to build data centers and expand our AI data center customer base.

Subsequent to December 31, 2025, and effective
January 22, 2026, the Company entered into a Joint Venture Agreement (the “JVA”) by and among the Company, BAIF and DC Estate
Solutions, which (i) amends and restates the MOU and (ii) supplements the SPV SPA. Pursuant to the SPA, DC Estate Solutions acquired the
equity interests of five special purpose vehicles (the “SPVs”): (i) DC Estate Córdoba SL 300MW, (ii) DC Estate Cáceres
SL 300 MW, (iii) DC Estate Vianos SL 300 MW, (iv) DC Estate Malpica SL 300 MW and (v) DC Estate Torrecampo SL 300 MW. As a result of the
acquisition of the SPVs, DC Estate Solutions also acquired the Spain Leases.

Pursuant to the JVA, DC Estate Solutions shall
be owned and controlled 50.1% by the Company and 49.9% by BAIF. The purpose of the JVA is to manage and coordinate the development of
high-performance computing data center (the “Data Centers”) sites on the properties governed by the Spain Leases. Substantially,
all material decisions of the JVA and Joint Venture Company shall require the unanimous consent of the Company and BAIF. Under the JVA,
the Company agreed to fund DC Estate Solutions with $3,500,000 USD as follows: (i) $250,000 USD, which was previously paid upon the execution
of the MOU, (ii) $250,000 USD, which was previously paid upon execution of the SPA, (iii) $375,000 USD paid on the effectiveness of a
notarial public deed in Spain in connection with the transfer of the SPVs to the JVA on the Effective Date, and (iv) $2,625,000 USD payable
in monthly installments of $125,000 USD commencing on March 1, 2026. The funds shall be distributed by DC Estate Solutions to BAIF. The
Company also agreed to grant to BAIF, or its assignee, a non-qualified option to purchase up to 250,000,000 shares of the Company’s
common stock (the “First Mora Option”) at an exercise price of $0.02 per share. The First Mora Option is fully vested and
exercisable upon the grant date and terminates on the earlier of (i) five years following the date of the First Mora Option or (ii) the
termination of the JVA.

Additionally, pursuant to the JVA, DC Estate Solutions’
equity interests in the SPVs are subject to the Company making minimum aggregate cash payments and contributions to DC Estate Solutions
(including amount payable under the SPV SPA) in the amount of $8,750,000 USD, which shall be distributed to BAIF (the “BAIF Funding”).
If the Company fails to make such payments, BAIF may foreclose on the pro rata amount of equity interests in the SPVs. In the event of
any sale or lease of a Data Center, profits of DC Estate Solutions shall be shared equally by and between the Company and BAIF. In the
event DC Estate Solutions develops the Data Centers and sells such Data Centers, BAIF will be entitled to a bonus as defined under the
JVA.

Further, effective January 27, 2026, the Company,
BAIF and DC Estate Solutions entered into an addendum to the JVA (the “Addendum”) to account for the development of additional
Data Centers in (i) Villasequilla, Spain 600 MW, (ii) Tomelloso, Spain 450 MW (collectively, with the above-mentioned Spain Leases, the
“Spain Leases”) and (iii) Tocumen, Panama 1000 MW (the “Panama Lease”). The Villasequilla and Tomelloso data centers
shall each be owned by Spanish special purpose vehicles, DC Villasequilla SL and DC Tomelloso SL, respectively, and shall subsequently
be assigned to DC Estate Solutions. The Tocumen data center shall be owned by a Panamanian special purpose vehicle, DC Tocumen SA, which
shall subsequently be assigned to DC Estate Solutions. The Company, in addition to the already agreed upon $125,000 USD monthly payments,
agreed to fund the development of the additional Data Centers by paying a minimum of $2,400,000 USD payable in monthly installments of
$100,000 USD monthly payments to DC Estate Solutions commencing on May 1, 2026 for a minimum of 24 months, thereby increasing the minimum
BAIF Funding amount to a total of $11,150,000 USD. The funds shall be distributed by DC Estate Solutions to BAIF. The Company also agreed
to grant to BAIF, or its assignee, an additional stock option to acquire 150,000,000 shares of the Company’s common stock (the “Second
Mora Option”) at an exercise price of $0.02 per share. The Second Mora Option is fully vested and exercisable as of the grant date
and terminates on the earlier of (i) five years following the date of the Second Mora Option or (ii) the termination of the JVA.

On March 23, 2026, the Company, BAIF and DC Estate
Solutions entered into a second addendum (the “Second Addendum”) to the JVA. Pursuant to the Second Addendum, the parties
agreed to: (1) increase the capacity of the Spain-based data centers to 4,350 MW and (2) exchange the stock options to purchase an aggregate
of 400,000,000 shares of common stock of the Company issued to BAIF or its assignees issued under the JVA for 400,000,000 shares of the
Company’s restricted common stock to BAIF or its assignees with the such shares being fully paid and non-assessable on the date
of execution of the Second Addendum.

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Business Strategy

Our business focus is to generate revenue and
achieve profitability by building large-scale data center infrastructure configured for specialized computers performing specific, high-value
applications such as cloud computing, machine learning, and artificial intelligence and maximizing the use of assets acquired in a recent
acquisition. We intend to strategically develop and to work to make operational the infrastructure necessary to support our contractual
commitments to our HPC customers and to support expected customer growth and additional demand by leveraging our data center expertise
and capabilities. We intend to seek additional opportunities and to engage additional customers in the HPC hosting market to expand our
business using our knowledge, expertise, and existing and future infrastructure where favorable market opportunities exist. We have not
yet generated any revenues to date and require significant financing to develop our business.

Our strategy is focused on hyperscale cloud-based
providers and enterprises, including potential customers that we believe have significant data center infrastructure needs that have not
yet been outsourced or will require additional data center space and power to support their growth and their increasing reliance on technology
infrastructure in their operations. We believe our capabilities for serving the needs of large hyperscale providers and enterprises will
continue to enable us to capitalize on the growing demand for outsourced data center facilities in our markets and in new markets where
our customers are located or plan to be located in the future. There are no assurances that we will raise sufficient capital to execute
our business plan or satisfy our liabilities. See “Risk Factors.”

Products and Services

AI Data Center Infrastructure Development

HPC is a technology that uses clusters of powerful
processors that work in parallel to process massive data sets and solve complex problems at extremely high speeds. The proliferation of
data, as well as data-intensive and AI enabled applications and use cases, is driving demand for the computing power of HPC. Traditionally,
HPC has involved an on-premises infrastructure, investing in supercomputers or computer clusters.

Our AI Data Center Infrastructure revenue will
be generated by licensing colocation data center space and related services to a licensee at the Data Centers in Spain and Panama. Clients
may choose to acquire our sites at RTB or contract with us to build the data center on our site to their specification and enter into
a license agreement. These licensing agreements and orders include lease components, non-lease components (such as power delivery, physical
security, maintenance and other billable expenses), as well as non-component elements such as taxes. Under these contracts, customers
pay fixed payments (based on electric capacity) and variable payments on a recurring basis. HPC colocation leases may include all or portions
of a data center, where customers may also lease office space to support their colocation operations where revenue is primarily based
on power usage as well as square footage.

On January 21, 2025, the Company entered into
the Master Services Agreement with Cudo Ventures Ltd, a cloud computing company (“Cudo”). Under this agreement, the Company
agreed to provide Tier 3 data center hosting infrastructure and colocation services to Cudo. The Master Services Agreement supported a
1 MW capacity during a five year term at our previously planned Marviken data center. On February 18, 2025, Cudo made an initial payment
of $303,549 to the Company consisting of a $227,662 deposit, which was intended to be refundable at the end of the term of the Master
Services Agreement, and the first month’s rental payment of $75,887. The initial payment was primarily used to buildout the data
center, including installing electrical and other infrastructure in order to support Cudo’s hardware through the advance of $183,000
to SAPL. The Master Services Agreement term commenced on April 8, 2025 when Cudo’s hardware was delivered to our data center. However,
as a result of the Company’s intention to rescind the SAPL Share Exchange, the Master Services Agreement was terminated and the
Company is obligated to refund the deposit paid thereunder.

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Competition and Market Conditions

The AI data center market is highly competitive.
In the AI data center market, we compete with numerous established data center providers, including Equinix, Inc., Digital Realty Trust,
NTT, Switch, Inc., and Core Scientific, Inc., as well as private operators specializing in HPC or colocation services, and digital asset
miners looking to convert existing digital mining facilities into HPC colocation facilities. Many of these competitors are better established,
have better brand recognition, are well capitalized, and organized to take advantage of certain tax benefits for their investors, lowering
their external cost of capital. Many of our competitors seek to establish data centers in the same geographic regions as we do and compete
for the same sources of power, equipment, and customers as our Company. Competitors compete on price, facility location, reputation, and
perceived skill with respect to performance. We believe that, subject to adequate financing, our ability to take advantage of our recently
acquired assets to rapidly deliver scalable, purpose-built data centers, combined with cutting-edge, energy-efficient technologies, will
enable us to compete favorably within the AI Data center market.

Facility Development

The Company and BAIF entered
into the MOU for the purposes of organizing DC Estate Solutions which was organized by the Company on October 23, 2025. On November 6,
2025, DC Estate Solutions and BAIF entered into the SPV SPA. Then, effective January 22, 2026, the Company entered into the JVA with BAIF
and DC Estate Solutions and, effective January 27, 2026, the Company, BAIF and DC Estate Solutions entered into the Addendum to account
for the development of the additional Spain and Panama-based Data Centers. DC Estate Solutions is owned and controlled 50.1% by the Company
and 49.9% by BAIF. The principal of BAIF is Jose Mora. DC Estate Solutions has acquired the seven Spain Leases, consisting of 100 hectares
of land each located in the Spain cities of Malpica, Caceres, Vianos, Cordoba, Torrecampo, Villasequilla and Tomelloso and the Panama
Lease for the site located in Tocumen, Panama. The Leases are held by wholly owned subsidiaries of DC Estate Solutions. The Leases are
for an average term of 35 years at an initial total average cost of $96,000 per month for all sites. As a condition of each lease, the
payments are subject to meeting certain milestones, such as obtaining a favorable urban compatibility reports and connection points. Under
the terms of the Spain Leases, the Company will pay approximately $15,000 to the owners of the Cordoba site in 2026. No further payments
are expected in 2026.

The Company and BAIF intend to use the
Leases to develop and operate AI data center sites. Under the JVA, the Company agreed to fund DC Estate Solutions with $3,500,000
USD as follows: (i) $250,000 USD, which was previously paid upon the execution of the MOU, (ii) $250,000 USD, which was previously
paid upon execution of the SPA, (iii) $375,000 USD paid on the effectiveness of a notarial public deed in Spain in connection with
the transfer of the SPVs to the JVA on the Effective Date, and (iv) $2,625,000 USD payable in monthly installments of $125,000 USD
commencing on March 1, 2026. Pursuant to the Addendum, the Company, in addition to the already agreed upon $125,000 USD monthly
payments, agreed to fund the development of the additional Data Centers by paying a minimum of $2,400,000 USD payable in monthly
installments of $100,000 USD monthly payments to DC Estate Solutions commencing on May 1, 2026 for a minimum of 24 months, thereby
increasing the minimum BAIF Funding amount to a total of $11,150,000 USD. The funds shall be distributed by DC Estate Solutions to
BAIF.

The Company intends to develop the sites as gas powered
fully autonomous energy islands for Tier 3 level uptime AI data centers. The total capacity to be developed across the eight sites is
anticipated to be up to 3.5 Gigawatts. We believe that since the sites will be autonomous energy islands no grid connection is required
and there will be no material reliance on grid infrastructure. Thereby, subject to financing, reducing time to power for our data center
clients to 18 months. The total capacity of the sites located in Malpica, Caceres, Vianos, Cordoba, Torrecampo is planned to be 360 MW
per site while the total capacity of the sites in Villasequilla, Tomelloso and Tocumen is planned to be 600 MW, 450 MW and 1000 MW, respectively.
An application to connect to the local gas pipeline for gas supply has already been made and approval has been received. The Company is
negotiating a power purchase agreement with an energy company to develop a 360MW gas Solid Oxide Fuel Cell facility to convert gas fuel
into electricity. The Company will need to secure fibre connections, environmental permits and all necessary contractor permits. The sites
will then be classed at RTB as the Company intends to sell the sites on a RTB basis. We estimate the Company will require additional significant
working capital to develop the sites to achieve full RTB status on all eight sites. There are no assurances that the Company will receive
sufficient capital or will receive capital on reasonable terms. In addition, there are no assurances the application and permits will
be received or that agreements will be completed or the data centers ultimately developed and sold or become operational.

4

Revenue Opportunities

We intend to generate revenues through the sale
of our AI data center developments. We intend to sell the projects at RTB. We may enter into joint venture agreements with clients who
will finance the final build of the data center on our sites and we will then share in the revenue generated from the completed AI data
center development. We require significant working capital to achieve RTB status.

Intellectual Property

We do not own any patents, trademarks or any
other intellectual property nor are we a party to any agreements relating to the ownership or licensing of intellectual
property.

Regulation

The regulatory landscape surrounding HPC services,
AI, and cloud computing is evolving rapidly, and we anticipate increased scrutiny and potential regulation in the near and long term.
These developments may significantly affect our business and operations in ways that are difficult to predict. In the realm of cloud computing,
there are growing concerns about the ethical implications and potential misuse of these technologies, particularly in association with
AI and machine learning. Governments and regulatory bodies are considering measures to ensure the responsible development and deployment
of AI systems, including transparency, accountability, and fairness guidelines. As a company whose customers will be operating in this
space, we closely monitor these developments and attempt to adhere to any forthcoming regulations or industry best practices.

Environmental

The effects of human activity on global climate
change have attracted considerable public and scientific attention, as well as the attention of the United States and other foreign governments.
In general, efforts are being made by government regulators and others to reduce greenhouse gas emissions, particularly those from coal
combustion power plants. Some of these plants may be those our operations rely upon for power. In addition, there are increasing concerns
over the quantity of energy, particularly from non-renewable sources, used for bitcoin mining and its effects on the environment.

While the nature or effect on the Company of any
environmental regulatory changes by federal, state, local or foreign governments or self-regulatory agencies is impossible to predict,
the added cost of any environmental taxes, charges, assessments, or penalties levied on power plants we rely upon could be passed on to
us, increasing the cost to run our facilities. If environmental laws or regulations or industry standards are either changed or adopted
and impose significant operational restrictions and compliance requirements on our operations, our business, capital expenditures, results
of operations, financial condition, and competitive position could be materially adversely impacted.

Human Capital/Employees

As of April 13, 2026, we had 2 full-time employees,
including 2 of our executive officers, and excluding DC Estate Solutions. We hire consultants from time to time and currently engage 5
consultants. We also intend to engage additional consultants and contractors to supplement our permanent workforce on an as needed basis.
None of our employees are represented by a labor union or covered by collective bargaining agreements, and we have not experienced any
work stoppages.

Corporate Information

Our principal executive offices and telephone
number are listed on the cover page of this report and our website address is www.Edgemode.io. We have not incorporated by reference into
this report the information that can be accessed through our website and you should not consider such information to be part of this report.

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