Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On July 21, 2026, the Board of Directors of Ecominas Corp. (the "Company"), acting at a special meeting at which all members of the Board were present, approved and ratified the issuance of an aggregate of 48,000,000 restricted shares of the Company's common stock, par value $0.0001 per share, to the Company's two executive officers and directors as compensation pursuant to separate Executive Employment Agreements effective July 17, 2026.

The Company authorized the issuance of:

The shares constitute equity compensation for services to be performed during the 12-month period commencing July 17, 2026 and ending July 16, 2027. No cash consideration was received by the Company in connection with the issuances.

The shares became fully earned, vested, and issuable upon execution and delivery of the applicable employment agreement and approval of the applicable agreement and issuance by the Board of Directors. The Company has instructed its transfer agent to issue the shares in book-entry form as soon as reasonably practicable following receipt of any documents required by the Company or its transfer agent.

The shares were offered and authorized for issuance in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. Each recipient is an executive officer and director of the Company, had access to information concerning the Company and its business, and acquired the right to receive the shares for investment purposes and not with a present view toward an unlawful distribution. Upon issuance, the recipients will receive restricted securities bearing an appropriate restrictive legend or book-entry notation. No underwriter, placement agent, or broker-dealer participated in the transaction, and no underwriting discounts or commissions were paid.