Asset Transaction (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On January 17, 2025, Panamera Holdings Corporation ("PHCI: or the "Company") and AusTex Aggregates, LLC agreed to discontinue the Purchase Agreement for Membership Interests (the "Purchase Agreement") from October 1, 2024. That agreement called for the exchange of 2,750,000 shares of restricted common stock from the treasury of PHCI for 100% of the Membership Interests of Mr. Chet Fazand in AusTex Aggregates LLC ("AA"). The agreement was subject to confirmatory due diligence and audit of AusTex for two fiscal years 2022 and 2023. In considering our accounting methodology and the timing of the audit of two years' records, PHCI and AA have mutually agreed to terminate this transaction and believe this decision is in the best interest of both parties moving forward.

Furthermore, PHCI respectfully requests to be held harmless and indemnified from an past, present , or future liabilities associated with AA. In return, PHCI will hold AA harmless and indemnity from all past, present, and future liabilities associated with its activities. Both parties agree to refrain from making any disparaging remarks regarding the other. We believe maintaining a positive relationship is essential for both companies as we proceed in our respective directions.