Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement

Transglobal Management Group, Inc. (the "Company") previously reported that it had entered into a Purchase Agreement dated April 1, 2026, together with an Amendment and Clarification Agreement dated April 10, 2026 (collectively, the "Agreements"), with Dalston LLP relating to the acquisition of substantially all of the assets of the Apache Creek Golf Course business located in Apache Junction, Arizona.

Following execution of the Agreements, the Company sought additional financing necessary to satisfy the remaining purchase price obligations. Although the Company engaged in discussions with the Seller regarding potential restructuring of the transaction, including modifications to the payment terms, the parties were unable to reach a mutually acceptable resolution.

The Company was ultimately unable to obtain the financing necessary to complete the acquisition. Accordingly, the Company has been informed by the Seller that the transaction will not proceed. Pursuant to the terms of the Agreements, the Seller will retain the previously paid $200,000 deposit, which the Company expects to recognize as a loss associated with the terminated acquisition.