Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 18, 2026, FingerMotion, Inc. (the "Company") entered into a share exchange agreement (the "Share Exchange Agreement") with Telforge, Inc. ("Telforge"), a Nevada corporation, and the shareholders of Telforge (the "Shareholders"). Pursuant to the Share Exchange Agreement, the Shareholders have agreed to exchange all of their outstanding shares of Telforge in exchange for up to 7,333,333 shares of the Company, subject to the terms and conditions of the Share Exchange Agreement. Subject to the closing conditions being satisfied or waived by the respective parties, at closing the Company shall issue to the Shareholders an aggregate of 7,333,333 shares of common stock of the Company, of which 2,333,333 shares of common stock (the "Closing Shares") will be released to the Shareholders, and 5,000,000 shares of common stock (the "Milestone Shares") will be placed in escrow pursuant to an escrow agreement in form and substance to be agreed upon by the Company and Telforge. The Milestone Shares shall not be released from escrow until they are earned as a result of the achievement of certain Cumulative Revenue and Secured Contract Value (each as defined in the Share Exchange Agreement) over two earnout periods with the first being three months following closing and the second being six months following closing. If the Cumulative Revenue plus Secured Contract Value for the first earnout period is equal to or greater than $2,500,000, the Shareholders shall have earned 2,000,000 Milestone Shares. If the Cumulative Revenue plus Secured Contract Value for the second earnout period is equal to or greater than $5,000,000, the Shareholders will have earned 3,000,000 Milestone Shares. Any Milestone Shares that are not earned on or before the expiration of the applicable earnout period shall be automatically forfeited and cancelled.

Until the earlier of (i) the expiry of the second earnout period, and (ii) the date that all Milestone Shares have been released from escrow, the Company shall cause Telforge to provide the Shareholders and their representatives with reasonable access during normal business hours to Telforge's financial and accounting information relevant to verifying revenue performance.

Upon closing the Closing Shares and Milestone Shares will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, and will be issued as "restricted securities" as such term is defined under Rule 144(a)(3) under the Securities Act. Pursuant to the Share Exchange Agreement, the Company has agreed to provide registration rights for the Closing Shares and Milestone Shares. The Company has agreed to use commercially reasonable efforts to prepare and file with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form S-1 or Form S-3, as available (the "Registration Statement") covering the resale of the Closing Shares and the Milestone Shares (the "Registrable Securities"), to the extent such shares remain outstanding and have not been cancelled, within 60 calendar days following the closing. The Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as practicable thereafter, and to keep the Registration Statement effective until the earlier of (i) the sale of all Registrable Securities, (ii) such securities becoming eligible for resale under Rule 144 without volume or manner-of-sale restrictions, or (iii) the cancellation of any Milestone Shares; provided however, that the period of time in which the Registration Statement is not effective as a result of the requirement to file a post-effective amendment on Form S-1 after the Company has filed an Annual Report on Form 10-K with the SEC and the date the post-effective amendment on Form S-1 is declared effective by the SEC shall not be considered a lapse of maintaining effectiveness of the Registration Statement. If the Company fails to file the Registration Statement within 60 days following the closing (the "Filing Deadline"), then, as liquidated damages and not as a penalty, the Company shall issue to the Shareholders an aggregate of 80,000 additional shares of common stock of the Company for each full or partial month following the Filing Deadline during which the Registration Statement remains unfiled.