AnalytixInsight Inc. Provides Update to Reverse Takeover Transaction with Polymath Research Inc.

Toronto, Ontario--(Newsfile Corp. - May 13, 2025) - AnalytixInsight Inc. (TSXV: ALY) (OTC Pink: ATIXF) ("AnalytixInsight"), is pleased to announce it has amended and restated the amalgamation agreement (the "Original Amalgamation Agreement") dated March 3, 2025 among AnalytixInsight, Polymath Research Inc. ("Polymath") and 16737803 Canada Inc., a wholly-owned subsidiary of AnalytixInsight ("Subco") (the "Amended Amalgamation Agreement"). AnalytixInsight also announces that Polymath has entered into an asset purchase agreement dated May 13, 2025 (the "Asset Purchase Agreement") among Polymath, Polymesh Association ("Polymesh Switzerland") and Polymesh Labs Ltd. ("Polymesh Labs"), a wholly-owned Cayman Islands subsidiary of Polymath. AnalytixInsight also provides an update on the reverse takeover transaction with Polymath announced March 4, 2025 including the brokered concurrent financing for Subscription Receipts (defined below) on a commercially reasonable efforts private placement basis (the "Concurrent Financing"). AnalytixInsight announces that, in light of the signed Amended Amalgamation Agreement, it has elected to cancel its previously scheduled annual general and special meeting (the "AGSM") set for June 19, 2025. The AGSM has been rescheduled and will now take place on August 25 2025. Further details regarding the August 25, 2025 AGSM, will be provided in due course.

Amended and Restated Amalgamation Agreement

On May 13, 2025, AnalytixInsight, Polymath and Subco entered into the Amended Amalgamation Agreement, pursuant to which AnalytixInsight is proposing to consolidate (the "Consolidation") its common shares (each, a "Common Share") on the basis of 25 pre-Consolidation Common Shares into one (1) new post-Consolidation Common Share (the Original Amalgamation Agreement previously contemplated a Consolidation ratio of 25:1). The Amended Amalgamation Agreement also increases the exchange ratio (the "Exchange Ratio") from 1:4.292 to 1:6.25427 such that each one (1) security of Polymath will be exchanged for 6.25427 securities of AnalytixInsight. The adjusted Consolidation ratio and Exchange Ratio reflect an increase in the value of Polymath following the completion of the Polymesh Labs Acquisition (as defined below). The outside date to complete the reverse takeover of AnalytixInsight by Polymath (the "Transaction") has been extended from July 31, 2025 to October 31, 2025 (the "Outside Date"). All other provisions of the Original Amalgamation Agreement continue in full force and effect.

Completion of the Transaction is subject to approval by a simple majority (50%) of the shareholders of AnalytixInsight, excluding those votes attaching to securities beneficially owned by Non-Arm's Length Parties (as such term is defined in the policies of the TSX Venture Exchange (the "TSXV")) to AnalytixInsight who are receiving any "collateral benefit" (as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions) and Non-Arm's Length Parties (as such term is defined in the policies of the TSXV) to the Transaction. AnalytixInsight anticipates that each of Polymath, TDK Cashflow Ltd., a company existing under the Business Corporations Act (Ontario) and wholly-owned by Trevor Koverko, Trevor Koverko, Natalie Hirsch, Vincent Kadar, David Hackett, and Deven Soni will be excluded from the shareholder vote to approve the transaction.

As disclosed in AnalytixInsight's news release dated March 4, 2025, pursuant to the Transaction, AnalytixInsight expects to change its name (the "Name Change") to "Polymath Network Inc." or a similar name (referred to as the "Resulting Issuer"). The Name Change and the Consolidation will require approval by a special resolution of AnalytixInsight's shareholders (66 2/3%) at the AGSM. All shareholders of AnalytixInsight will be entitled to vote in connection with the Name Change and Consolidation at the AGSM.

It is anticipated that Polymath will obtain shareholder approval for the Transaction by unanimous written consent resolution. In addition to shareholder approval of AnalytixInsight and Polymath, the completion of the Transaction is subject to a number of conditions including, but not limited to, closing conditions customary to transactions of the nature of the Transaction, the approval of all regulatory bodies having jurisdiction in connection with the Transaction, and acceptance by the TSXV. The Transaction and related transactions are subject to the satisfaction or, where permitted, waiver of certain additional conditions precedent, including, but not limited to the completion of the Concurrent Financing. There is no guarantee that these conditions will be met at all or before the Outside Date.

Acquisition of Polymesh Assets by Polymath

On May 13, 2025, pursuant to the Asset Purchase Agreement, Polymath, indirectly through Polymesh Labs, agreed to acquire certain assets and assumed certain liabilities of Polymesh Switzerland, including POLYX tokens held by Polymesh Switzerland (the "Polymesh Labs Acquisition"). Polymesh Switzerland is a not for profit association formed under the laws of Switzerland and is an Arm's Length Party (as such term is defined in the policies of the TSXV). The Polymesh Labs Acquisition is subject to certain conditions, and is expected to close prior to the Transaction.

The Polymesh Labs Acquisition will enable Polymesh Labs' principal business to include the oversight of the Polymesh blockchain, including POLYX tokens associated with the Polymesh blockchain, and the development of TokenStudio, the Polymesh wallet, other software application, and further investment in developing the Polymesh ecosystem. The Polymesh blockchain is a Layer-1 public-permissioned blockchain using Polkadot's modular tool substrate framework that is designed for tokenizing real-world assets. It builds on the ERC1400 standard and layers in additional capabilities around governance, identity, compliance and confidentiality. POLYX tokens are the native tokens of the Polymesh blockchain and are used as a utility tokens to provide holders access to the Polymesh blockchain. POLYX tokens are only created when block rewards are minted to reward those that participate in the proof-of-stake consensus mechanisms that validates transactions and produces new blocks on the blockchain. These participants are referred to as "validators" and "nominators", collectively referred to as "stakers".

Following the Polymesh Labs Acquisition, Polymesh Labs will offer TokenStudio a self-service decentralized application built on the Polymesh blockchain. Versions of TokenStudio have facilitated the issuance of over 200 different tokens on Ethereum and the Polymesh blockchain, ranging from assets representing $2.5 billion in real estate, which was facilitated by a U.S.-based investment platform, to corporate loans, startup equity, revenue-sharing agreements, and more. TokenStudio enables issuers to reserve, configure, and manage their tokens on the Polymesh blockchain. It provides customers with different functionalities, such as ticker symbol reservation, token configuration, compliance rule setup, and token distribution, all of which is accessible through the Polymesh wallet that is designed for securely managing assets and identities on the Polymesh blockchain.

Select financial highlights for the year ended December 31, 2024 with combined Polymath (audited) & Polymesh Switzerland (unaudited) numbers are set out below:

(1) Polymesh Switzerland financial information included in the numbers above are unaudited and subject to change.

"We are excited to announce the acquisition of Polymesh Switzerland's assets," stated Vince Kadar, the Chairman of the board of directors of AnalytixInsight and the Chief Executive Officer of Polymath. "This acquisition represents a strategic step forward in streamlining our efforts to accelerate the adoption of blockchain technology in capital markets. By acquiring Polymesh Switzerland's capabilities into Polymesh Labs, we strengthen our ability to deliver regulated, purpose-built infrastructure for the tokenization of real-world assets. This move enhances our ability to support institutions and innovators seeking compliant, scalable solutions for issuing and managing digital securities. It's a milestone not just for us, but for the broader blockchain ecosystem by providing greater governance and transparency of the Polymesh blockchain as it matures and embraces the tokenization of real-world assets as a foundational use case."

General Information on Polymath

Polymath wishes to clarify its business description announced in the press release dated March 4, 2025. Polymath's principal business is the creation of its flagship white label SaaS technology solution, referred to as Polymath's Capital Platform, which includes the Polymath dApps and enables customers to create platforms to tokenize real-world assets. Polymath's Capital Platform technology solution is available for license by third parties. Under this licensing arrangement, Polymath may provide technology services to its customers for the setup, maintenance, and support of their use of Polymath's Capital Platform technology solution. In each case, Polymath works with, or will work with, the customer to tailor the technology to the particular requirements of the customer and the assets to be tokenized. Polymath as a technology services provider is not registered with any Canadian or foreign securities regulatory authority and its services do not include acting as a broker or the promotion or marketing of securities.

Polymath also generates revenue by staking proprietary POLYX token that is held in its treasury. Staking is not a service offered to third parties, but it is a revenue stream that monetizes treasury assets. Crypto staking is an important aspect of the nominated proof-of-stake consensus mechanism, which defines which blocks get written to the blockchain, as well as the blockchain network's roles, rules, and incentives. Polymath stakes 100% of the POLYX tokens held in its treasury, with 50% of the staking rebonded on the Polymesh blockchain and the other 50% converted to fiat and bitcoin reserves.

Polymath no longer offers subsidizer or node-as-a-service.

Capital Platform

Polymath's Capital Platform is a full suite of technology services based, in part, on the Polymath dApps, that relate to the tokenization of real-world-assets, each targeting different segments of the market. The fundamental focus of the technology is to reduce the administration costs of each customer of the technology while adhering to the regulatory frameworks applicable to the customer and the customer's tokenized assets. Polymath anticipates that customers of Polymath's Capital Platform will be issuers, dealers, fund managers, and other market participants. These customers will use the technology services represented by Polymath's Capital Platform to build their own proprietary platforms for tokenized assets. Polymath aims to assist market participants in making capital markets efficient from a business and operational perspective and to create a safe and trusted environment for all participants in the capital markets ecosystem.

Concurrent Financing

As part of the Transaction, Polymath has engaged Canaccord Genuity Corp. as sole bookrunner (the "Sole Bookrunner") and Research Capital Corp. to act as co-lead agents (together with the Sole Bookrunner, the "Agents"), in connection with the Concurrent Financing. Pursuant to the Concurrent Financing, Polymath will issue a minimum of 18,750,000 subscription receipts (each, a "Subscription Receipt") at a price of $1.00 per Subscription Receipt (the "Offering Price") for gross proceeds of at least $18.75 million pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into by Polymath, the Agents and a subscription receipt agent. AnalytixInsight, Polymath and the Agents anticipate entering into an agency agreement (the "Agency Agreement") prior to the closing of the Concurrent Financing. The Agents have an option (the "Over-Allotment Option"), to sell up to an additional 15% of the number of Subscription Receipts issued under the Concurrent Financing, at the Offering Price, exercisable at any time, for a period of 30 days from and including closing date of the Concurrent Financing.

Each Subscription Receipt will be automatically converted on the Escrow Release Date (as defined below), immediately before the completion of the Transaction into a unit (each, a "Unit") of Polymath without further payment or action on the part of the holder. Each Unit shall consist of one underlying common share of Polymath (each, a "Polymath Share") and one-half of one common share purchase warrant (each a whole warrant, a "Warrant"). Each Warrant shall be exercisable into one Polymath Share or, following the Underlying Share Exchange (as defined below), such number of common shares of the Resulting Issuer (on a post-Consolidation and post-Transaction basis, the "Resulting Issuer Shares") as is equal to the Exchange Ratio applied to the securities of Polymath pursuant to the Transaction for a period of 60 months from the Escrow Release Date at an exercise price of a minimum of $1.25, unless otherwise agreed between the Sole Bookrunner and Polymath. Immediately after conversion of the Subscription Receipts, each Polymath Share issued pursuant to the conversion of the Subscription Receipts will automatically be exchanged pursuant to the terms of the Transaction into such number of Resulting Issuer Shares pursuant to the Exchange Ratio, which such exchange will be completed pursuant to the Amended Amalgamation Agreement (the "Underlying Share Exchange"). Polymath shall be entitled to designate a list of purchasers (the "President's List") that may subscribe for up to 25% of the Concurrent Financing.

The Release Conditions include (i) written confirmation from each of Polymath and AnalytixInsight that all conditions to the completion of the Transaction (including the Underlying Share Exchange) have been satisfied or, with the consent of the Agents, waived, other than the release of the escrowed funds; (ii) the receipt of all regulatory, shareholder and third-party approvals, if any, required in connection with the Transaction; (iii) Polymath and AnalytixInsight shall not be in breach or default of any of its covenants or obligations under the Subscription Receipt Agreement or the Agency Agreement, except (in the case of the Agency Agreement only) for those breaches or defaults that have been waived by the Agents and all conditions set out in the Agency Agreement and Subscription Receipt Agreement shall have been fulfilled, which shall all be confirmed to be true in a certificate of a senior officer of Polymath, to the satisfaction of the Agents; and (iv) the delivery of the release certificate to the escrow agent in accordance with the terms of the Subscription Receipt Agreement (collectively, the "Release Conditions"). The Release Conditions must be satisfied on or before the later of: (a) 5:00 p.m. (Vancouver time) on the date that is 120 days after the closing date of the Concurrent Financing; and (b) such later date as Polymath and the Agents may agree in writing.

Pursuant to the Agency Agreement, the Agents will receive a cash commission equal to 7.0% of the aggregate gross proceeds of the Concurrent Financing (the "Cash Commission"), other than from the sale of Subscription Receipts to subscribers under the President's List, for which a 3.5% Cash Commission will be payable, inclusive of proceeds from any exercise of the Over-Allotment Option, 50% of which is payable on the closing date of the Concurrent Financing and the remaining 50% payable on the Escrow Release Date. Polymath will issue that number of non-transferable Agent's Warrants equal to 7.0% (3.5% for President's List purchases) of the Subscription Receipts sold under the Concurrent Financing (the "Broker Warrants"), including any Subscription Receipts sold upon exercise of the Over-Allotment Option at an exercise price equal to the Offering Price, each Broker Warrant exercisable to acquire one Polymath Share or, following the Underlying Share Exchange, such number of Resulting Issuer Shares based on the Exchange Ratio and with the corresponding adjustments to the exercise price. In addition, Polymath will pay a corporate finance fee of C$250,000 paid in cash to the Sole Bookrunner. Subject to the completion of the Concurrent Financing, the Sole Bookrunner shall have a right of first refusal to provide financial advisory services for a 12 month period following the closing of the Concurrent Financing.

The proceeds of the Concurrent Financing, assuming the satisfaction of the Release Conditions, will be used by the Resulting Issuer for: (i) Partnering with regulated and licensed entities across key jurisdictions to design and deploy compliant token exchange infrastructure. This initiative aims to provide robust, legally sound trading venues for tokenized securities, facilitating broader institutional adoption; (ii) strengthening and expanding the capabilities of the Polymesh blockchain through targeted investments, strategic technology partnerships, and integrations that unlock new use cases and utility across financial services, compliance, and identity; (iii) growth through acquisitions by targeting traditional finance (TradFi) companies with the potential to transition to Web3-native models. These acquisitions will enable the Resulting Issuer to consolidate offerings, migrate legacy systems onto blockchain infrastructure, and build an end-to-end, vertically integrated platform that drives usage and monetization of Polymesh; and (iv) marketing and business development to accelerate awareness, adoption, and commercial engagement through a coordinated global go-to-market strategy.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and disinterested AnalytixInsight shareholder approval. Where applicable, the Transaction cannot close until the required AnalytixInsight shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of AnalytixInsight should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this news release.

Neither the TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this news release.

Notice on Forward-Looking Statements:

This release includes forward-looking information or forward-looking statements within the meaning of Canadian securities laws, the 1933 Act, the U.S. Securities Exchange Act of 1934 and the U.S. Private Securities Litigation Reform Act of 1995 regarding AnalytixInsight, Polymath and their respective businesses, which may include, but are not limited to, statements with respect to the completion of the Transaction by the Outside Date or at all, the terms on which the Transaction is intended to be completed, the ability to obtain regulatory and shareholder approvals, the Name Change, expectations with respect to Polymath business plans, objectives and, product lines (including but not limited to the Polymesh blockchain, Polymath's Capital Platform, staking and TokenStudio), statements regarding the Concurrent Financing (including but not limited to the use of proceeds and the fulfillment of the Release Conditions), the Polymesh Labs Acquisition, and statements regarding the AGSM.

Often but not always, forward-looking information can be identified by the use of words such as "expect", "intends", "anticipated", "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would" or "will" be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties, many of which are beyond the control of AnalytixInsight and Polymath, and cannot be predicted or quantified, including risks related to: the state of the economy in general and capital markets in particular; the ability to manage operating expenses, which may adversely affect AnalytixInsight's financial condition; the ability to remain competitive as other better financed competitors; volatility in the trading price of the Common Shares; the demand and pricing of cryptocurrency assets held by AnalytixInsight or Polymath; AnalytixInsight's ability to successfully define, design and release new products in a timely manner that meet customers' needs; the ability to attract, retain and motivate qualified personnel; competition in the industry; and other factors, many of which are beyond the control of AnalytixInsight.

Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Transaction, the Concurrent Financing (and the proposed terms upon which the Transaction, the Concurrent Financing are proposed to be completed), the Consolidation, the ability to secure shareholder and regulatory approval, and the success of future product advancements, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting AnalytixInsight, including risks regarding market conditions, economic factors, management's ability to complete the Transaction and related matters as expected or at all, management's ability to manage and to operate the business of the Resulting Issuer, and the equity markets generally. Although AnalytixInsight and Polymath have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward- looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither AnalytixInsight nor Polymath undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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