Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

On October 21, 2024, Astra Energy Inc. ("Astra" or the "Company"), through its subsidiary A-HES Power Co. have entered into a Joint Venture Agreement (the "Agreement") with a large multinational oil and gas corporation based in Dubai, United Arab Emirates (the "Client"), collectively (the "Parties").

The Company entered into an Agreement engage in project development within the sectors of petroleum refineries and pipelines on a non-exclusive basis.

The products to which this Agreement is applicable are the Holcomb Energy Systems LLC In-Line Power Generator (ILPG) and the Self-Sustaining Power Plant (SSPP) for commercial use but not residential use, and the power enhancement and/or savings provided by the Equipment. The Products will be manufactured, installed, operated, and maintained by A-HES Power Co.

The Client will provide additional introductions to the market, aid and assist in identifying and securing project funding of up to USD $20 million to design, engineer, build and install a 3-megawatt containerized Pilot System as well as; OPEX for expanded management and administrative team, recruiting in-house engineers and technicians for project-specific design-engineer-build capability, small-scale manufacturing of prototype demonstration and inventory, research and development, patent prosecution and protection worldwide. The Client owns refineries, is involved in multiple energy projects internationally and is in the predevelopment stage of a major pipeline project that will require 300 Megawatts of power.

The Company will manage and oversee technical representation including engineering representation, technical and performance testing documentation, product testing, energy auditing, benchmarking, product installation and all related reporting when necessary.

The Parties have agreed to a confidential split of the gross revenue derived from the power savings and/or power magnification as well as any equipment lease and maintenance revenues. The Net Operating Income would first go towards recouping the costs and any initial investment.