2026-01-27, 3:07:10 p.m.
VANCOUVER, BC — January 27, 2026 — Leads & Copy — Hydaway Digital Corp. (TSXV: HIDE) has entered a definitive share purchase agreement dated January 26, 2026, with 100098940 Ontario Inc. (“RealityChek”) to acquire all of RealityChek’s issued and outstanding shares.
Hydaway recently completed developing its direct-rental platform alpha model and is acquiring additional GPU hardware. The company believes acquiring RealityChek will increase user growth on its GPU rental market by integrating RealityChek’s gamification user acquisition strategy into its own efforts.
Hydaway anticipates this acquisition will simplify and increase the likelihood of success while creating cost savings for user base growth efforts. The company will also benefit from adding software developers and marketers to its existing team.
RealityChek is a cyber security company finalizing the design, development, testing, optimization, and deployment of its artificial intelligence detection and verification platform (the “Platform”). The Platform is a multi-modal, multi-media content analysis system that identifies synthetic or AI-generated content and confirms authentic content through a blockchain-anchored verification layer.
After verifying a file, document, image, audio, or video’s authenticity, the Platform records it on the blockchain, allowing its integrity to be independently verified at any time. RealityChek is also completing the design and development of an interactive content-labelling game (the “Game”) that strengthens and improves the Platform by generating human-verified training data. The Game enables players to identify synthetic content, tag manipulated regions, and contribute to the continuous improvement of RealityChek’s models. The RealityChek Platform can be accessed at https://RealityChek.com
RealityChek was incorporated on August 26, 2024. Avik Sengar is the sole director and officer of RealityChek. Sengar and RealityChek shareholders are not insiders of Hydaway and do not own any securities of the Company.
Under the Share Purchase Agreement, Hydaway will issue 6,000,000 common shares (the “Consideration Shares”) to RealityChek’s shareholders at a deemed price of $0.14 per share, totaling $840,000 (the “Purchase Price”). The Purchase Price was determined through arm’s length negotiations. Hydaway will also issue up to 1,862,712 additional common shares (the “Milestone Shares”) upon satisfying specific milestones:
776,130 Milestone Shares will be issued when the RealityChek Platform successfully completes a 2,000,000 image data set all properly labelled and 200,000 images human labelled.
Another 776,130 Milestone Shares will be issued upon completing an additional 2,000,000 image data set all properly labelled and 200,000 images human labelled.
The remaining 310,452 Milestone Shares will be issued when the RealityChek Platform reaches 100,000 users.
The Consideration Shares are subject to resale restrictions, with 2,637,031 common shares having no restrictions, 1,017,507 common shares having restrictions until three, six, and nine months from closing, and 310,455 common shares having restrictions until twelve months from closing. Milestone Shares will be subject to a four-month hold period under securities laws from the date the milestone is completed, with additional hold periods if required by the TSX Venture Exchange.
Closing is subject to TSX Venture Exchange acceptance.
Hydaway Digital Corp. is a computer rendering and GPU rental service provider based in North Vancouver, British Columbia. The Company focuses on expanding access to scalable compute power and building infrastructure to support AI training, inference, and high-performance workloads.
Source: Hydaway Digital Corp.
