FingerMotion Signs Term Sheet for Business Combination with BlueFlare Group Holdings to Form a North American Power-First Digital Infrastructure Company

BlueFlare shareholders and certain management and advisory parties are expected to own approximately 80% of the combined company.

Rhea-AI Summary

FingerMotion (FNGR) signed a non-binding term sheet with BlueFlare Group Holdings for a potential combination focused on North American power and computing infrastructure. BlueFlare shareholders and certain management and advisory parties are expected to own approximately 80% of the combined company on a fully diluted basis, including potential shares from convertible securities. Upon completion, FingerMotion would become BlueFlare and trade on Nasdaq as BFLR.

The proposed business would pair on-site natural-gas power generation in Alberta with modular high-performance computing infrastructure. BlueFlare targets 500 MW of generation capacity in permitting across Alberta; acquisitions of two campus sites remain pending. Completion requires a definitive merger agreement, both companies’ shareholder approvals, fulfillment of the combined entity’s capital needs, third-party valuations, and regulatory and trading-market approvals.

4 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.The proposed BlueFlare combination would establish a North American power and computing infrastructure business.
• Moderate point. Forward-looking: it has not happened yet and may not happen.BlueFlare targets 500 MW of generation capacity in permitting across Alberta.
• Minor point. Forward-looking: it has not happened yet and may not happen.BlueFlare targets first-campus construction to begin.
• Minor point. Forward-looking: it has not happened yet and may not happen.Individual campuses are intended to use project-level financing.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Approximately 80% expected ownership for BlueFlare shareholders and certain management and advisory parties would dilute existing holders.
• Moderate pointThe non-binding term sheet still requires negotiation and execution of a definitive merger agreement.
• Moderate pointCompletion depends on fulfillment of the combined entity’s capital needs and third-party valuations.
• Minor pointCompletion requires shareholder approvals from both companies and applicable regulatory and trading-market approvals.
• Minor pointTwo Alberta campus acquisitions remain pending, with consummation described as imminent.

Argus 15 min delay 42 alerts

+15.63% vs previous close $0.17 last price 5.7x rel. volume Open Argus

Details

Market move: FNGR +15.63% vs previous close. business combination term sheet

+10.0% Peak Tracked

-21.1% Trough Tracked

$0.14 – $0.20 Day Range

$12.90M Mkt Cap at Last Price

On Oct 29, the day this news came out, the latest delayed price for FNGR is 15.63% above the previous close. Argus tracked a peak move of +10.0% during the session. Argus tracked a trough of -21.1% from its starting point during tracking. Our momentum scanner has recorded 42 alerts for this stock so far that day. The latest delayed price is $0.17. Relative volume is exceptionally heavy at 5.7x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Expected combined-company ownership: Approximately 80% Alberta campus sites: 2 sites Generation capacity goal: 500 MW +1 more

Expected combined-company ownership

Approximately 80%

BlueFlare shareholders and certain management and advisory parties; fully diluted basis

Alberta campus sites

2 sites

Site acquisitions described as imminent

Generation capacity goal

500 MW

Capacity goal in permitting across Alberta

Site sizing

9.9 MW increments

Stated sizing for individual sites

Previous Acquisition Reports

1 past event · Latest: Sep 29

Same Type 1 event

1. Sep 29

   asset acquisition

   24h Move

   +28.3%

   FingerMotion agreed to acquire Newbit, holding rights for the 9.9 MW Brooks Campus #1 site.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

non-binding term sheet, fully diluted basis, behind-the-meter

3 terms

non-binding term sheet financial

"entered into a non-binding term sheet with BlueFlare"

A non-binding term sheet is a written outline of the main points parties expect to agree on in a business deal, like price, structure and timing, but it is not a final, enforceable contract. Think of it as a handshake on paper that sets expectations and a roadmap for negotiation and due diligence. Investors watch these because they signal intent and basic economics of a potential transaction, but terms can change before a binding agreement is signed, so the initial outline is informative but not guaranteed.

fully diluted basis financial

"hold approximately 80% of the combined company on a fully diluted basis"

A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.

behind-the-meter technical

"developer of behind-the-meter power generation"

Equipment or systems located on a customer’s side of the electricity meter—such as rooftop solar panels, battery storage, electric vehicle chargers, or energy controls—that generate, store, or manage power for use on-site rather than being supplied through the utility’s grid. Investors care because behind-the-meter assets change how much power a customer buys, can create new revenue or savings streams, affect demand patterns, and shift regulatory or business models in the energy market, much like a homeowner installing their own water tank reduces municipal supply needs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Combined company intended to focus on firm, behind-the-meter power and modular high-performance computing capacity initiatives commenced in June 2026

WEST PALM BEACH, Fla. and CALGARY, Alberta, Oct. 29, 2026 (GLOBE NEWSWIRE) -- FingerMotion, Inc. (Nasdaq: FNGR) (“FingerMotion” or the “Company”) today announced that it has entered into a non-binding term sheet with BlueFlare Group Holdings Inc. (“BlueFlare”), a Calgary-based developer of behind-the-meter power generation and modular high-performance computing infrastructure, regarding a potential business combination. The combined company will be a pure-play North American infrastructure business focused on delivering firm power, quickly, to enterprises that need high-performance computing capacity. Under the terms of the non-binding term sheet, BlueFlare shareholders and certain management and advisory parties are expected to hold approximately 80% of the combined company on a fully diluted basis. Jolie Kahn is expected to lead BlueFlare Inc. as Chief Executive Officer, President and Chair of the Board. Landon Ruszkowski is expected to continue as President and Chief Executive Officer of BlueFlare Canada Inc. Christopher V. Polimeni is expected to continue as Chief Financial Officer. Upon completion of the proposed business combination, FingerMotion will change its name to BlueFlare Inc. and trade on Nasdaq under the ticker symbol “BFLR”.

“Today FingerMotion becomes strategically changes direction, by choice and with conviction,” said Jolie Kahn, Chief Executive Officer of FingerMotion. “We intend to build a clean, North American company in the one part of the computing economy where demand is clearly outrunning supply, which is power. BlueFlare has a team that builds and a disciplined model. Our stockholders deserve a company with a clear purpose, and BlueFlare Inc. will be that company.”

“Our clients don’t need another promise of capacity in 2030. They need firm power on a timeline they can plan a business around,” said Landon Ruszkowski, President and Chief Executive Officer of BlueFlare. “That is what BlueFlare delivers. Joining with FingerMotion would give us access to U.S. capital markets to scale our program, while we keep building in Alberta, with Alberta energy and with respect for the communities that host us. Our team and headquarters stay right here in Calgary.”

Completion of the proposed business combination is subject to the negotiation and execution of a definitive merger agreement and other customary closing conditions, including approval by the stockholders of FingerMotion and the shareholders of BlueFlare, the successful fulfillment of the capital needs of the combined entity, third-party valuations and applicable regulatory and trading market approvals. There can be no assurance that a definitive agreement will be entered into, or that the proposed transaction will be completed on the terms described or at all.

Why Power, and Why Now

Across North America, enterprise demand for computing is growing faster than utility grids can connect new load. Interconnection queues stretch for years, and large turbines are back-ordered. The constraint on new computing capacity is no longer land or buildings. It is firm power. BlueFlare is built to deliver that power. It generates power on site, behind the meter, from Alberta natural gas, and pairs that generation with modular computing infrastructure. Enterprise clients get firm power and capacity on a timeline they can plan around.

The BlueFlare Model

• Speed to power. Modular on-site generation and pre-engineered computing halls are designed to bring capacity online in months rather than years. Sites are sized at 9.9 MW increments to fit their host communities and to move faster than large-load grid connections.
• Infrastructure, not chips. BlueFlare sells power, cooling and computing-ready space under long-term contracts. It does not own, lease or finance GPUs or other IT hardware, so its revenue is tied to contracted capacity rather than chip cycles.
• Builds what it sells. BlueFlare does its own engineering, procurement, construction and commissioning, which gives it control of cost, quality and schedule.
• Alberta First. BlueFlare builds with abundant Alberta natural gas, on existing industrial land, under Alberta’s rules and alongside the communities that host its sites. Its small-scale sites are designed to fit into those communities, not dominate them.
• Disciplined capital. Individual campuses are intended to be financed at the project level.
  
  

BlueFlare Platform at a Glance

• Two Alberta campus sites, with consummation of site acquisitions imminent.
• Goal of 500 MW of generation capacity in permitting across Alberta.
• Either consummation of or indications of interest for one or more capacity agreements at one or more Brooks sites.
• First campus construction targeted to begin.
  
  

About BlueFlare Group Holdings Inc.

BlueFlare Group Holdings Inc. is a Calgary-based company that develops, builds and operates behind-the-meter natural gas power generation and modular high-performance computing infrastructure for enterprise clients. BlueFlare sells firm power, cooling and computing-ready space under long-term contracts. Through its operating subsidiaries, including BlueFlare Energy Solutions Inc., BlueFlare carries out its own engineering, procurement, construction and commissioning on its programs across Alberta.

About FingerMotion, Inc.

FingerMotion, Inc. (Nasdaq: FNGR) is a technology company that has historically served the mobile payment, recharge and data-analytics markets in the People’s Republic of China. Since June 2026, it has been developing behind-the-meter powered high performance computing capacity in Alberta for enterprise clients.

This press release is for informational purposes only. It is not an offer to sell, or a solicitation of an offer to buy, any securities, and it is not a solicitation of any vote or approval. No sale of securities will take place in any jurisdiction where it would be unlawful. Any securities that may be issued in connection with the financing have not been registered under the Securities Act of 1933. They may not be offered or sold in the United States without registration or an applicable exemption. No securities are being offered in Canada except under an applicable prospectus exemption. The term sheet is non-binding and does not constitute a binding agreement to consummate the proposed transaction.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and applicable Canadian securities laws, and is subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.Words such as “expects,” “intends,” “plans,” “anticipates,” “targets,” “designed to,” “will,” “may” and similar expressions identify forward-looking statements. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. Those risks include: the transaction not closing, or closing on different terms; failure to negotiate or execute a definitive merger agreement; failure to obtain stockholder, shareholder, Nasdaq or regulatory approvals; failure to complete the required financing; failure to regain or maintain compliance with Nasdaq listing requirements; difficulties in separating the legacy businesses; risks related to permitting, Alberta electricity regulation, construction, equipment supply, natural gas supply and pricing, project financing and customer demand; and the risks described in FingerMotion’s filings with the SEC. Forward-looking statements speak only as of the date of this release. Neither company undertakes to update them except as required by law.

Media and Investor Contacts

FingerMotion, Inc.: Investor Relations, ir@fingermotion.com
BlueFlare: Suite 700, 444 – 7th Avenue SW, Calgary, Alberta T2P 0X8

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What business combination is FingerMotion (FNGR) proposing with BlueFlare?

FingerMotion signed a non-binding term sheet for a potential combination with BlueFlare Group Holdings, focused on North American power and computing infrastructure. Upon completion, FingerMotion would change its name to BlueFlare and trade on Nasdaq under BFLR.

Who would own the combined FingerMotion and BlueFlare company?

BlueFlare shareholders and certain management and advisory parties are expected to hold approximately 80% of the combined company on a fully diluted basis. The ownership terms are part of a non-binding term sheet, not a completed transaction.

Who is expected to lead BlueFlare after the proposed FingerMotion combination?

Jolie Kahn is expected to lead BlueFlare as Chief Executive Officer, President and Chair of the Board. Landon Ruszkowski is expected to continue as President and Chief Executive Officer of BlueFlare Canada, and Christopher V. Polimeni is expected to continue as Chief Financial Officer.