MIAMI, FL / TORONTO, ON –– TGI Solar Power Group, Inc. (OTC: TSPG) (“TGI”), a leader in sustainable technology and environmental real estate development, diversified holding company, is pleased to announce it has signed a Letter of Intent (LOI) to acquire XGC Corp (“XGC”), an Ontario-based leader in Sovereign AI and Blockchain infrastructure. The transaction, valued at $1.8 million, positions TGI at the forefront of the global carbon market by integrating XGC’s national- grade carbon registry and GeoAI-enabled MRV (Measurement, Reporting, and Verification) technology.

The acquisition will be structured into a newly formed Wyoming subsidiary, designed to deploy XGC’s “Sovereign Operating System” to governments seeking to monetize natural capital under Article 6 of the Paris Agreement.

Strategic Value & Disruptive Technology

XGC Corp provides a first-of-its-kind “Sovereign-as-a-Service” platform. Unlike traditional carbon market intermediaries, XGC’s technology acts as a “National Central Bank for Carbon,” allowing sovereign nations to:

Digitize Natural Assets: Transform forests, mangroves, and industrial projects into high-integrity, blockchain-verified carbon credits.

Automate Trust: Use GeoAI and satellite monitoring to provide real-time verification, replacing slow and expensive manual auditing.

Ensure Social Equity: Implement a “Worker-First” smart contract waterfall that guarantees local wages and a 10% automated royalty to host-nation Ministries of Environment.

Revenue Model & Financial Potential

The transaction unlocks a multiplicative revenue stream for the combined entity:

5% SaaS Fee: TGI/XGC will earn a 5% gross fee on every carbon credit minted, traded, or retired through its national registries.

Scalable Annual Recurring Revenue (ARR): With an anchor market target in Uganda (projected $1.09M annual SaaS fee) and a roadmap to onboard four nations per year, the partnership targets a Year 1 recurring revenue milestone of ~$4.32M, doubling to ~$8.64M in Year 2.

High Lifetime Value (LTV): Due to the mandated nature of national registry infrastructure, each sovereign implementation carries an estimated 10-year LTV of

$10M+.

Immediate Project Pipeline

The partnership will immediately focus on high-impact global projects:

1. Angola (ADVENT City): Integrating XGC as the digital backbone for a 1,600km “Blue-Carbon Spine,” registering mangrove and renewable energy assets.
2. Dominican Republic: Deploying ship-based Sargassum harvesting technology to convert environmental waste into high-margin Biochar Carbon Removals (CDR), with a regional gross value potential estimated at $1.4B–$2.6B.
3. Kazakhstan: Providing the registry layer for SMR-generated power credits and international credit exports to Singapore and CORSIA markets.

Management Commentary

“This acquisition is a transformative step for TGI,” said the Spokesperson for TGI Solar Power Group. “By acquiring XGC, we are not just buying software; we are acquiring a gateway into the sovereign carbon economy. Daniel Brody’s vision of a transparent, AI- driven registry aligns perfectly with our commitment to sustainable energy and infrastructure.”

Daniel Brody, CEO of XGC Corp, added: “Joining forces with TGI allows us to accelerate the deployment of our National Carbon Registry toolkit. Our goal is to empower developing nations to capture climate finance directly, ensuring that environmental protection becomes a primary driver of national wealth rather than a liability.”

Transaction Details

The LOI specifies a 90-day due diligence period, during which time a beta version of the integrated AI-backed software will be available for testing. Final closing is expected immediately following the satisfaction of customary closing conditions and definitive agreement signatures.

About XGC Corp. https://xgccorp.com/

XGC Corp provides national-grade carbon registry solutions combining AI, Blockchain, and ERP into a single cloud-based protocol, enabling sovereign nations to manage their carbon assets with maximum integrity and transparency.

About TGI Solar Power Group www.tgipower.com

TGI Solar Power Group, Inc. is a diversified holding company focusing on solar energy, sustainable infrastructure, and innovative technologies that drive the global transition to a green economy.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the

U.S. Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties that may cause actual results to differ materially. The Company undertakes no obligation to update any forward-looking statements.

Safe Harbor statements under the Private Securities Litigation Reform Act of 1965: Those statements contained herein which are not historical are forward-looking statements, and as such are subject to risks and uncertainties that could cause actual operating results to materially differ from those contained in the forward-looking statements. Such statements include, but are not limited to, certain delays that are beyond the company’s control, with respect to market.

Contact:

TGI Solar Power Group, Inc. info@tgipower.com

XGC Corp

Daniel Brody, CEO db@xgccorp.com https://xgccorp.com/