Sow Good restructures Nachu graphite acquisition; subscribes 99.97% of Uranex/Magnis Tech

Sow Good Inc.

Amendment to SPA dated Aug 21, 2026; SOWG Tanzania to subscribe for 99.97% of Uranex and Magnis Tech shares directly
Consideration affirmed at AUD$96,413,866; max consideration to Ryzon AUD$81,951,776 (less than face value of intercompany debt)
Subscription price TZS 343,331,000 (~$129,559) for 343,331 shares; sellers retain 0.03% as bare nominees
Consideration includes 10,321,528 seller shares and 222,767 CVRs; aggregate cap of 22,276,676 SOWG shares; 10-day VWAP $3.0941
Transaction targets Nachu Graphite Project (SML 550/2015, Lindi Region, Tanzania); Sunset Date 15 Oct 2026; stockholder consent required

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