Pioneer AI Foundry Inc. / CA7235371068

The recommended offer for all shares is expected to close at 1:00 PM (London time) on 12 May 2025

Vancouver, BC – May 6, 2025 / IRW-Press / Pioneer AI Foundry Inc. ( Cboe CA:JPEG ) (“ Pioneer ” or the “ Company” ) announces that its venture partners Kondor AI PLC (“Kondor”) and Ora Technology PLC (“Ora”) have agreed to the terms of a recommended all-share offer pursuant to which Kondor will acquire more than 50% of the total issued ordinary shares of Ora, originally announced on March 21, 2025 ( see full press release here ). The offer, which is being implemented by way of a takeover bid under the Companies Act 2006, will formally close for acceptance at 1:00 PM (UK time) on May 12, 2025 .

Strong support from shareholders

As of April 25, 2025, Kondor had received valid commitments for 193,750,092 shares of Ora, representing approximately 92.54% of Ora's issued share capital. This includes shares subject to irrevocable commitments by Kondor's directors and shares held by parties acting in concert with Kondor.

Given that Kondor has now received commitments for more than 90% of the shares subject to the Offer and more than 90% of the voting rights attached thereto, the Company confirms its intention to exercise its rights to the compulsorily acquire all of the remaining Ora Shares under Chapter 3 of Part 28 of the Companies Act 2006 .

"The confirmed closing date represents a strategic milestone for our venture partners. The anticipated integration of Ora's platform capabilities will support Kondor's long-term vision for AI-driven personalization and platform intelligence. We look forward to seeing how the combined teams will drive innovation and create value for the entire AI agent ecosystem." - Darcy Taylor, CEO of Pioneer AI Foundry.

About Kondor AI PLC

Founded on November 1, 2021, Kondor AI PLC is a visionary AI company focused on developing innovative solutions in the field of artificial intelligence. The company's shares are traded on the Access segment of the Growth Market of the Aquis Stock Exchange under the symbol KNDR. For more information, please visit: https://www.kondor.ai/

About Ora Technology PLC

Ora Technology PLC is a technology company specializing in innovative solutions across a range of sectors. Recognized for its commitment to excellence and forward-thinking approach, Ora has established itself as a key player in the technology industry. For more information, please visit: https://plc.oracarbon.com/

ABOUT PIONEER AI FOUNDRY INC.

Pioneer AI Foundry Inc. is a next-generation agent-based AI venture builder focused on developing and commercializing autonomous, revenue-generating AI agents. Through its wholly-owned subsidiary Crowdform, Pioneer operates as a venture studio and IP incubator focused on AI agents at the intersection of decentralized finance (DeFi) and the Solana ecosystem.

In 2025, Pioneer launched the private beta version of Korapilot.ai, its first direct-to-market product, offering an autonomous AI trading agent specifically for crypto markets. Korapilot reflects Pioneer's strategy to bring agent-based AI solutions from concept to commercialization.

In addition to internal development, Pioneer has successfully partnered with leading AI companies around the world, with several projects fully implemented and brought to market through operating companies in which Pioneer has a significant stake. These partnerships focus on the interface between revenue-generating AI agents and the decentralized financial system.

For information, visit www.p10neer.com or www.sedarplus.ca .

ON BEHALF OF PIONEER AI FOUNDRY INC.

“Darcy Taylor ”

CEO & Director

[email protected]

Certain statements in this release are forward-looking and reflect management's expectations with respect to the matters described herein. Forward-looking statements consist of statements that are not purely historical, and such statements are subject to risks and uncertainties that could cause actual results, performance, or developments to differ materially from those contained in the statements. There can be no assurance that the events anticipated in the forward-looking statements will occur or, if they occur, what benefits the Company will derive from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates, and assumptions that may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including factors beyond the Company's control. These forward-looking statements were made as of the date of this press release.

The original language (usually English) in which the original text is published is the official, authorized, and legally binding version. This translation is provided for ease of understanding. The German version may be shortened or summarized. No responsibility or liability is assumed for the content, correctness, adequacy, or accuracy of this translation. From the translator's perspective, this release does not constitute a recommendation to buy or sell! Please refer to the original English release at www.sedarplus.ca , www.sec.gov , www.asx.com.au/ , or on the company's website.