Material Agreement (Form 8-K)

Item 1.01 - Entry into a Material Definitive Agreement

On April 7, 2026, HyOrc Corporation (the "Company") entered into a Novation and Assignment Agreement with Start Lda and MO.RE.DA. Oils, Lda, a Portuguese industrial company.

Pursuant to the agreement, MO.RE.DA. Oils, Lda assumed all rights and obligations previously held by Start Lda under the Company's existing Joint Venture Agreement and Shareholders' Agreement relating to HyOrc Start Green Fuels, Lda, the Portuguese joint venture established to develop waste-to-methanol facilities.

As a result of the transaction, MO.RE.DA. Oils, Lda replaces Start Lda as the Company's joint venture partner.

The ownership structure of HyOrc Start Green Fuels, Lda remains unchanged:

●HyOrc Corporation - 50%

● MO.RE.DA. Oils, Lda - 50%

Under the Novation and Assignment Agreement, MO.RE.DA. Oils agreed to assume all obligations previously undertaken by Start Lda, including responsibilities relating to the provision of land, infrastructure support, permitting coordination, and cooperation with regulatory authorities for the development of the project.

MO.RE.DA. Oils also committed to make available its industrial facility located in Guilhabreu, Vila do Conde, Portugal, for the installation and operation of the planned waste-to-methanol pilot plant.

The referenced facility already holds an industrial operating permit. The Company expects that the project may therefore proceed through a permit amendment process rather than a full greenfield permitting procedure, which could shorten the project development timeline.

The foregoing description of the Novation and Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the agreement itself.