GridAI advances $1.5 million more to Pronghorn, lifts note to $5 million

GridAI Technologies Corp. disclosed in an 8-K that it advanced an additional $1,500,000 to Pronghorn Resources, LLC on October 22, 2026, described as the Fourth Advance.¹ In connection with this advance, Pronghorn issued to the Company a Third Amended and Restated Secured Convertible Note in the principal amount of $5,000,000, reflecting the aggregate of all advances made by the Company to Pronghorn.¹

The lending relationship began earlier in 2026. GridAI had previously disclosed that on July 17, 2026, it loaned $2,000,000 to Pronghorn, evidenced by a Secured Convertible Note and secured pursuant to a Security Agreement between the Company and Pronghorn dated the same day.¹ That was followed by two more advances: on September 4, 2026, the Company advanced an additional $964,000 to Pronghorn and, on October 1, 2026, the Company advanced an additional $536,000 to Pronghorn, and in connection with each such advance the Note was amended and restated and the Security Agreement was amended.¹

Under the newly restated note, the Third A&R Note matures on the earlier of December 31, 2026 or the consummation of a Change of Control Transaction as defined in the note.¹ Interest accrues on the Payment Amount from and after the Maturity Date at an annual rate of seven percent, payable in cash.¹

The note also gives GridAI conversion rights. Upon a payment Event of Default, the Company has the right, at its election, to convert all or part of the Payment Amount, or following an Event of Default the Default Amount, into membership interests of Pronghorn equal to ten percent of Pronghorn's fully diluted capitalization as of the conversion date.¹ Events of default include failure to pay principal or interest when due, subject to a five-day cure period, uncured covenant breaches, and defaults under other transaction documents, and an uncured default lets the Company accelerate the note or convert as described.¹

The companies also amended their security arrangement. On October 22, 2026, the Company and Pronghorn entered into a Third Amendment to Security Agreement, which amends the definition of Note in the Security Agreement to refer to the Third A&R Note, such that the Third A&R Note is secured by the security interest in Pronghorn's assets granted under the Security Agreement.¹ The filing was signed by Chief Executive Officer Jason D. Sawyer on October 28, 2026.