Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported in GridAI Technologies Corp. (the "Company")'s Current Report on Form 8-K filed on July 23, 2026, the Company made a loan ("Loan") to Pronghorn Resources, LLC, a Delaware limited liability company ("Pronghorn", and, together with the Company, the "Parties"), pursuant to the terms of a Secured Convertible Promissory Note ("Note"), in the principal sum of $2,000,000 (the "Principal Amount"). On September 4, 2026, the Parties entered into that certain Amended and Restated Secured Convertible Promissory Note ("Amended Note"), which amended and restated the terms of the Note such that the Amended Note's terms reflected the Company's second loan of an additional $964,000 to Pronghorn (such second loan made following the Loan).

In connection with the Parties' entry into the Amended Note, the Parties entered into that certain First Amendment to the Security Agreement on September 4, 2026 ("Amended Security Agreement"). The Amended Security Agreement amended and restated the Security Agreement entered into between the Parties on July 17, 2026 ("Security Agreement"), such that the definition for the term "Note" was replaced with the Amended Note.

Capitalized terms used herein but not otherwise defined have the meanings set forth in the Amended Note. The foregoing descriptions of the Amended Note and Amended Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Note and Amended Security Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.