GoGo AI Network Inc. and Algo8 Industrial AI Inc. Announce Definitive Arrangement Agreement to Spin Out Full-Stack Industrial AI Platform to Public Markets

VANCOUVER, British Columbia, June 22, 2026 (GLOBE NEWSWIRE) — GoGo AI Network Inc. (“GoGo” or the “Company“) (CSE: GOGO) (OTC: GOGAF) (FSE: 4E9) is pleased to announce that it has entered into a definitive arrangement agreement dated June 21^st, 2026 (the “Arrangement Agreement“) with Algo8 Industrial AI Inc. (“Algo8“) and 1589675 B.C. Ltd. (“Spin Co“), a wholly-owned subsidiary of GoGo.

Pursuant to the Arrangement Agreement, GoGo will spin out its investment in Algo8 into Spin Co, and Spin Co will complete a concurrent acquisition of the remaining interests in Algo8 to create a new listed company. Following completion of the transaction, GoGo will continue as a CSE investment issuer, Algo8 will become a wholly owned subsidiary of Spin Co and Spin Co will carry on the business of Algo8. Upon completion of the Arrangement, Spin Co intends to change its name to “Algo8 Industrial AI Inc.” (the “Resulting Issuer“). The Resulting Issuer intends to apply for the listing of the Resulting Issuer shares on the CSE.

The transaction delivers a compelling dual-return structure for existing GoGo shareholders: they will retain their current GoGo shares in full while additionally receiving shares of the Resulting Issuer, the newly listed Algo8 operating company, at no additional cost, resulting in approximately 30% ownership of one of Canada’s most advanced industrial AI platforms at the time of listing.

Transaction Highlights

• GoGo shareholders retain their existing GoGo shares in full while receiving an additional, incremental equity interest in the Resulting Issuer, resulting in approximately 30% ownership of the combined entity – Algo8, a full-stack industrial AI operating system;
• The Resulting Issuer is expected to launch with a strong balance sheet, with approximately $1.5 million in cash spun out from GoGo and approximately $3.5 million in cash held by Algo8, resulting in a combined cash position of approximately $5 million at closing;
• Chemelex LLC, a subsidiary of Brookfield Corporation, has invested C$2.79 million in Algo8 at a C$60 million pre-money valuation, underscoring institutional confidence in the PlantBrain™ platform;

The Arrangement

The transaction will be carried out pursuant to a plan of arrangement (the “Arrangement“) under Division 5 of Part 9 of the Business Corporations Act (British Columbia). Under the terms of the Arrangement, GoGo shareholders will receive 0.25 of a Spin Co Share for each GoGo Share held. Immediately following the issuance of Spin Co shares to GoGo shareholders, each Algo8 shareholder will exchange with Spin Co their Algo8 shares for Spin Co shares on a one-for-one basis.

Further, each outstanding Algo8 option will automatically become fully vested and exercisable into Spin Co shares in lieu of Algo8 shares on a one-for-one basis. Each outstanding Algo8 RSU granted more than one year prior to the effective time of the Arrangement will become fully vested and the holder will receive Spin Co shares in lieu of Algo8 shares on a one-for-one basis, while Algo8 RSUs granted less than one year prior to the effective time of the Arrangement will continue in accordance with their original terms, with holders entitled to receive Spin Co shares in lieu of Algo8 shares on a one-for-one basis. Each holder of an outstanding Algo8 Warrant will, upon subsequent exercise thereof, receive Spin Co shares in lieu of Algo8 shares on a one-for-one basis.

The Arrangement is expected to be completed in Q3 of 2026, subject to the satisfaction or waiver of all conditions precedent.

Upon completion of the Arrangement, Spin Co intends to change its name to “Algo8 Industrial AI Inc.” (the “Resulting Issuer“). The Resulting Issuer intends to apply for the listing of the Resulting Issuer shares on the CSE.

As of the date of the Arrangement Agreement, there are 112,369,555 GoGo shares and 58,656,613 Algo8 shares issued and outstanding. Upon completion of the Arrangement, it is anticipated that there will be approximately 86,749,001 Resulting Issuer shares issued and outstanding, of which approximately 32.4% will be held by former shareholders of GoGo and approximately 67.6% will be held by former shareholders of Algo8. Importantly, existing GoGo shareholders will retain their GoGo shares in full — the Spin Co shares distributed under the Arrangement represent an additional, incremental equity interest in the Resulting Issuer delivered to GoGo shareholders at no additional cost.

Board Approvals and Recommendation

The board of directors of GoGo has unanimously determined that the Arrangement is fair to the GoGo shareholders and in the best interests of GoGo, and unanimously recommends that GoGo shareholders vote in favour of the Arrangement.

Management Commentary

“Structuring this transaction as a spin-out gives every GoGo shareholder a direct stake in Algo8 and the freedom to make their own investment decisions,” said David Welch, Director of GoGo. “Algo8 is the first of several technology opportunities we are evaluating. We believe independent ownership structures benefit shareholders more than holding these opportunities at the parent level, and we intend to pursue similar approaches where appropriate.”

“Algo8 has spent years proving that industrial AI is not a future concept, it is a commercial reality today, operating at scale across some of the world’s most demanding manufacturing environments,” said Nandan Mishra, CEO of Algo8 Industrial AI Inc. “With over 50 successful PlantBrain™ deployments across the steel, tire, automotive, and energy sectors and the endorsement of Chemelex LLC, a subsidiary of Brookfield Corporation, through a C$2.79 million investment at a C$60 million pre-money valuation we are entering the public markets from a position of demonstrated strength. This transaction gives us the platform to pursue transformational growth on a global scale.”

“The industrial AI market is at an inflection point, and Algo8’s PlantBrain™ platform is extraordinarily well-positioned to lead it,” said Himanshu Singh, Co-Founder and CTO of Algo8. “Our technology stack is production-hardened, our customer base is global, and our ambitions are squarely global-scale. This is just the beginning.”

Strategic Rationale

Algo8’s PlantBrain™ platform has achieved over 50 successful deployments across the steel, tire, automotive, and energy sectors globally, applying advanced machine learning, computer vision, and Generative AI to drive measurable operational improvements at some of the world’s most demanding industrial facilities. Chemelex LLC, a subsidiary of Brookfield Corporation — one of the world’s largest alternative asset managers — completed a C$2.79 million strategic investment in Algo8 at a C$60 million pre-money valuation, a transaction the parties view as a significant proof point of institutional confidence in the PlantBrain™ platform and Algo8’s long-term value creation potential.

Unlike point solutions that address a single operational metric, PlantBrain™ is built as a full-stack Industrial AI Operating System, fusing machine learning, computer vision, predictive intelligence, digital twins, and autonomous decision systems into a single platform that continuously learns from live plant data. This architecture creates a durable competitive moat: each new deployment generates proprietary operational data that sharpens the platform’s models across the installed base, deepening Algo8’s domain expertise in complex, safety-critical industrial environments that are difficult for generalist AI vendors to replicate. Algo8’s deployments are also deeply embedded within customers’ core operations — spanning production, reliability, and sustainability workflows — creating high switching costs and long-duration customer relationships once the platform is live.

That moat is reflected in Algo8’s customer base and growth trajectory. The platform’s 50+ deployments span some of the most demanding industrial operators globally across the steel, tire, automotive, and energy sectors, with customer relationships that have consistently expanded from initial point deployments into multi-site, multi-use-case engagements as operators see measurable gains in productivity, reliability, safety, and energy efficiency. This land-and-expand dynamic, combined with growing international demand for Industrial AI adoption, has positioned Algo8 for a period of accelerating growth, underpinned by a multi-currency revenue pipeline across North America, Europe, the Middle East, Africa, and Asia and validated most recently by Chemelex LLC’s strategic investment — a strong signal of institutional confidence in both the platform’s technology and its growth trajectory as Algo8 enters the public markets.

The combined leadership team comprised of Nandan Mishra (CEO), Himanshu Singh (Co-Founder and CTO), Brandon Kou (President), Shirish Pareek (Global Chief Strategy Officer), and Gary Alcock (Business Development, North America) brings deep expertise across industrial AI, enterprise software, capital markets, and corporate development to execute on this strategy.

Shareholder and Court Approvals

The Arrangement is subject to, among other things:

• approval by GoGo Shareholders by the affirmative vote of at least 66⅔% of the votes cast at a special meeting of GoGo Shareholders, together with any additional approval required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;
• approval by Algo8 Shareholders by the affirmative vote of at least 66⅔% of the votes cast at a meeting of Algo8 Shareholders;
• receipt of an interim order and a final order of the Supreme Court of British Columbia approving the Arrangement;
• receipt of all necessary regulatory approvals, including acceptance by the Canadian Securities Exchange (the “CSE“); and
• the satisfaction of certain other closing conditions customary for transactions of this nature.

Resulting Issuer Board of Directors

Upon completion of the Arrangement, the board of directors of the Resulting Issuer is expected to be comprised of Brandon Kou, Nandan Mishra, Himanshu Singh, Douglas Steinberg, and Nicholas Mersch.

Nandan Mishra – Co-Founder & CEO, Algo8

Nandan Mishra is a technology entrepreneur, industrial AI pioneer, and systems thinker focused on transforming how the world’s energy, manufacturing, and critical infrastructure sectors operate. An engineer by training from the Indian Institute of Technology Kanpur, Mishra began his career at the intersection of computational sciences, advanced analytics, and complex systems modelling at Google Maps before moving into enterprise AI and industrial transformation, with early work spanning satellite data analytics, predictive systems, and large-scale optimization that laid the foundation for Algo8’s Industrial AI vision. In 2018, he co-founded Algo8 with a simple but ambitious belief: while the digital economy had operating systems for information, the industrial world lacked an intelligence layer capable of understanding, predicting, and autonomously optimizing physical operations. Under his leadership, Algo8 has evolved from an AI consulting venture into a deep-tech Industrial AI platform company serving manufacturing, energy, utilities, logistics, and process industries across multiple continents, delivering AI-led transformation initiatives spanning refining, chemicals, power, metals, cement, consumer products, and automotive.

Mishra’s vision extends beyond individual use cases: he believes the next generation of industrial enterprises will be built upon “Intelligence Infrastructure” – a foundational layer that continuously learns from operational data, augments human decision-making, and orchestrates autonomous actions across the enterprise – a philosophy that has shaped Algo8’s long-term strategy of developing a scalable Industrial AI Operating System capable of becoming the digital nervous system of industrial organizations worldwide. Known for combining engineering rigor with systems thinking and entrepreneurial execution, Mishra has built teams and partnerships across North America, Europe, the Middle East, Africa, and Asia, and is a vocal advocate for AI innovation, industrial modernization, and technology-driven economic development. As Algo8 enters its next phase as a publicly traded company, his mission remains unchanged: to build the intelligence infrastructure that powers the factories, plants, supply chains, and industrial ecosystems of the future.

Himanshu Ujjawal Singh – Co-Founder & Chief Technology Officer, Algo8

Himanshu Ujjawal Singh is the Co-Founder and Chief Technology Officer of Algo8 AI, where he leads the company’s technology vision, product strategy, and AI innovation initiatives. An alumnus of IIT Kanpur, he has spent more than a decade applying artificial intelligence, advanced analytics, and operational intelligence to complex manufacturing and supply chain environments across North America, Europe, the Middle East, and Asia.

Under his leadership, Algo8 has developed Industrial AI platforms spanning manufacturing operations, predictive maintenance, computer vision, supply chain optimization, and enterprise decision intelligence. Mr. Singh is also the proponent of the concept of “Inflection Economics,” a framework that describes how AI can create disproportionate business value by helping organizations cross critical operational thresholds that unlock new markets, products, business models, and competitive advantages. His work focuses on enabling enterprises to move beyond incremental optimization toward transformational business outcomes through AI-driven decision systems and autonomous operations.

Brandon Kou – President, Algo8

Brandon Kou is a seasoned public markets executive and investor with a track record spanning technology, healthcare, media, infrastructure, and digital assets. Prior to Algo8, Brandon Kou was a managing director at Wildcat Equity Partners, a U.S. based family office, where he oversaw investment initiatives across high-growth verticles, including AI-driven platforms and frontier technologies. He previously served as CEO and a board member of Leef Brands, a publicly traded multistate cannabis operator, where he led M&A strategy and capital structuring that grew the company into one of California’s largest operators before its merger with a leading state manufacturer. Earlier, Kou co-founded Block Partners, a blockchain-focused merchant bank, and Mavan Capital Partners, which brought technology opportunities to Canadian public markets, and held senior leadership roles at Steve Nash Enterprises overseeing a portfolio spanning Indochino, Sharecare, and the Vancouver Whitecaps. He began his career in investment banking at Houlihan Lokey and holds a degree from the University of Southern California’s Marshall School of Business.

Douglas Steinberg – Director, Resulting Issuer

Doug Steinberg is an operator and product leader working at the intersection of AI and cybersecurity. He is an Operator-in-Residence at Primary Venture Partners, where he focuses on company formation within Primary’s incubation arm. He previously incubated Eos Cyber, an AI access-control company acquired by AppViewX in 2026. Earlier, he served as Head of Product at Elpha Secure, a cyber insurtech company, and as a cybersecurity consultant at IBM Security, where he advised government and Fortune 500 companies on cyber risk. He holds a B.S. in Applied Physics from Yale University.

Nicholas Mersch – Director, Resulting Issuer

Nicholas Mersch is a technology investor and portfolio manager focused on artificial intelligence, growth-stage innovation, and the infrastructure layer powering the next computing cycle. As Portfolio Manager at Purpose Investments, he covers the public market side of AI across semiconductors, compute infrastructure, software, digital assets, and the broader technology ecosystem. Mersch’s work is grounded in a practical question: where does durable value accrue as AI moves from research labs into real-world deployment. His research has focused on the constraints shaping the AI economy, including compute availability, power, networking, memory, and the transition from traditional software platforms toward agentic systems.

Trading Restrictions

The Spin Co Shares to be issued as Share Consideration to former Algo8 Shareholders will be subject to certain contractual restrictions on transfer, with release schedules varying depending on whether the Algo8 Shares exchanged were originally issued as founder shares or non-founder shares. In addition, holders of outstanding Algo8 Options and Algo8 RSUs are expected to enter into voluntary lock-up agreements restricting the transfer of certain securities for periods of up to 12 months following the initial trading date.

With respect to Spin Co Shares issued in exchange for Algo8 Founder Shares, such shares shall be released from the trading restriction in tranches as follows: 10% shall become freely tradeable on the date that is 12 months following the Trading Date; a further 25% on the 18-month anniversary; a further 25% on the 24-month anniversary; a further 25% on the 30-month anniversary; and the remaining 15% on the 36-month anniversary of the Trading Date.

With respect to Spin Co Shares issued in exchange for Algo8 Non-Founder Shares, 50% shall become freely tradeable on the date that is 6 months following the Trading Date, and the remaining 50% on the 12-month anniversary of the Trading Date.

U.S. Securities Law Matters

The Spin Co Shares to be issued pursuant to the Arrangement have not been and will not be registered under the United States Securities Act of 1933, as amended, and will be issued in reliance upon the exemption from registration provided by Section 3(a)(10) thereof.

Change to Board of Directors

GoGo also announces that, effective as of June 19^th, 2026, Brandon Kou has stepped down as a director and as President of GoGo to take on a leadership role with the Resulting Issuer, where he will serve as President and as a member of the Resulting Issuer’s board of directors. Mr. Kou’s transition underscores his conviction in Algo8’s platform and the long-term value creation opportunity represented by the Arrangement. GoGo thanks Mr. Kou for his significant contributions to the Company and looks forward to his continued leadership in the combined entity.

About GoGo AI Network Inc.

GoGo AI Network Inc. is an investment issuer focused on identifying, investing in, and supporting early-stage and growth-stage companies developing artificial intelligence, automation, and next-generation software technologies. The Company targets opportunities across multiple sectors and geographies and seeks to create long-term shareholder value through disciplined capital allocation, active portfolio support, and the strategic monetization of its investments over time. For more information, visit www.gogonetwork.ai.

About Algo8 Industrial AI Inc.

Algo8 is a global deep-tech pioneer in industrial AI and the developer of PlantBrain™, a full-stack industrial AI operating system purpose-built for manufacturing, energy, and logistics. Leveraging advanced machine learning, computer vision, and Generative AI, Algo8 drives transformational impact across industries through scalable, explainable, and responsible AI solutions built by a multidisciplinary team of AI specialists.

With over 50 successful deployments worldwide, Algo8 has consistently delivered breakthrough AI innovations that enhance efficiency, boost profitability, and accelerate digital transformation.

On behalf of the Board of Directors of GoGo AI Network Inc.

Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Note Regarding Forward-Looking Statements

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including, without limitation, the expected completion of the Arrangement, the anticipated timing of the GoGo Meeting and the Algo8 Meeting, the receipt of court and regulatory approvals, the listing of the Resulting Issuer Shares on the CSE, the anticipated composition of the Resulting Issuer Board, the expected benefits of the Arrangement for GoGo Shareholders and Algo8 Shareholders, and the treatment of Algo8 Options, Algo8 RSUs and Algo8 Warrants under the Arrangement are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should” or “would” or occur.

Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including, among other things, that all conditions precedent to the completion of the Arrangement will be satisfied or waived in a timely manner, that the required shareholder approvals will be obtained at the GoGo Meeting and the Algo8 Meeting, that the Interim Order and Final Order will be granted by the Supreme Court of British Columbia on terms acceptable to the Parties, that the CSE will accept the listing of the Resulting Issuer Shares, that no Material Adverse Effect will occur prior to the Effective Date, that all necessary regulatory and third-party consents will be obtained, and that the Arrangement will be completed on or before the Outside Date of September 30, 2026. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important risks that may cause actual results to vary, include, without limitation, that the required shareholder approvals will not be obtained, that the Court will not grant the Interim Order or Final Order on acceptable terms, that the CSE will not accept the listing of the Resulting Issuer Shares, that a Material Adverse Effect may occur with respect to one or more of the Parties, that regulatory or third-party consents will not be obtained on satisfactory terms or at all, that the conditions to closing will not be satisfied or waived by the Outside Date, that the Arrangement Agreement may be terminated in accordance with its terms, and general economic, market and business conditions.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.