urban-gro settles Gemini lawsuit; will issue up to 19.99% of stock to resolve $1.49M claim

urban-gro, Inc.

Settlement resolves $1.49M claim from Gemini after UG Construction defaulted on $10M credit line.
Up to 2.59M shares (19.99% of outstanding) to be issued via court-approved Section 3(a)(10) exemption.
Gemini limited to 4.99% beneficial ownership cap; must sell no more than 10% of daily volume.
Foreclosure sale of UG Construction assets occurred Sept 4, 2025; Gemini acquired them for $450k.
Litigation dismissed with prejudice after last share issuance; mutual release of claims.

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