Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Transglobal Management Group, Inc., a Florida corporation (the "Company"), entered into a Purchase Agreement dated April 1, 2026, and an Amendment and Clarification Agreement dated April 10, 2026 (collectively, the "Agreements") with Dalston LLP, an Arizona limited liability partnership ("Seller"), pursuant to which the Company agreed to acquire substantially all of the assets of the Apache Creek Golf Course business located in Apache Junction, Arizona (the "Business"), including the tangible and intangible assets used in the operation of the Business as a going concern. The total purchase price for the acquisition is $2,500,000, consisting of: (i) a previously paid deposit of $200,000; (ii) $300,000 in cash payable on or before April 30, 2026; and (iii) the remaining $2,000,000 payable on or before June 30, 2026. Pursuant to the terms of the Agreements, ownership and possession of the Purchased Assets transferred to the Company upon payment of the initial deposit. In the event the Company does not satisfy the remaining purchase price obligations within the time periods specified in the Agreements, the Seller may retain the deposit and ownership of the Purchased Assets will revert to the Seller. The Agreements provide that the Company will acquire substantially all assets used in the operation of the Business as a going concern, including equipment, inventory, improvements, goodwill, and other operational assets. The Company will operate the Business at its current location pursuant to rights associated with the underlying leasehold interests, which remain in the name of the Seller. The Agreements contain customary representations and warranties, covenants, and indemnification provisions.

The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements, which are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.