Leeward Capital Corp. and Burton Growers Ltd. Enter Into Formal Share Exchange Agreement

Leeward Capital Corp. has entered into a binding Share Exchange Agreement with Burton Growers Ltd., dated July 15, 2026. Leeward has agreed to acquire at least 67% of the issued and outstanding common shares of Burton Growers in exchange for Leeward common shares. Leeward will issue up to 2,553,398,607 Leeward common treasury shares in exchange for all of the issued and outstanding common shares of Burton Growers. The transaction requires acceptance by the holders of not less than 67% of all of the shares of Burton Growers. Leeward will deliver 25,533,986 common treasury shares for each 1% of Burton Growers shares acquired. The principal shareholders of Burton Growers hold over 67% of the Burton Growers shares, minimizing the risk of non-acceptance. Closing of the transaction is expected to occur prior to November 15, 2026. All outstanding stock options of Leeward will be cancelled upon completion of the transaction. Conditions for completion include agreement by at least 67% of Burton Growers shareholders, completion of necessary financial statements, a private placement raising at least $500,000, consolidation of Leeward common shares on a ten for one basis, sale of Leeward mining properties and assignment of Leeward debt, resignation and replacement of current Leeward board members, and receipt of all necessary shareholder approvals.

Leeward's current mining assets and associated debt will be sold to a third party purchaser, MiningCo. Leeward will convey its Pistol resource property to MiningCo in consideration of MiningCo assuming Leeward's debts as of closing, including promissory notes of approximately $513,200. MiningCo will also indemnify Leeward for payables and accruals of approximately $87,100 and any liabilities related to the resource properties, and will pay all legal fees incurred by Leeward for these transactions.

In conjunction with the transaction closing, Leeward intends to complete a private placement financing with minimum proceeds of $500,000 and up to a maximum of $1,000,000. The financing may involve the issuance of shares by Burton Growers, convertible debt by Burton Growers, and/or common shares by Leeward. It is anticipated that after completion of the transaction and financing, participants in the financing will own approximately 16% to 26%.