Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

On September 8, 2025, Totaligent, Inc. (the "Company") entered into an Investor Relations/Public Relations Consulting and Services Agreement (the "Agreement") with 247MarketNews/247MarketNews.com ("Consultant").

Under the Agreement, the Consultant will provide investor relations, corporate communications, and public relations services to the Company for a six-month term beginning September 8, 2025 and ending March 6, 2026, with automatic month-to-month renewal thereafter unless terminated.

As consideration for these services, the Company agreed to issue to the Consultant five million (5,000,000) shares of restricted common stock of the Company, deliverable on March 9, 2026.

The Agreement also provides customary terms including confidentiality, indemnification, and termination provisions. A copy of the Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities

The issuance of the shares described above is being made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, for transactions not involving a public offering.