Combined company to be renamed WE Green Energo Ltd.; transaction contemplates a concurrent USD 30 million private placement and a planned OTCQB uplisting, subject to qualification and approval

LA JOYYA, California, USA and VIENNA, Austria — August 6, 2026 — FUNR, Inc. (OTC Markets: FUNR) (“FUNR” or the “Company”) today announced the signing of a non-binding Letter of Intent (“LOI”), to acquire 100% of the issued and outstanding equity interests of WE Green Energo GmbH (“WE Green”), an Austrian holding company for a development-stage portfolio of solar photovoltaic and wind generation projects across the Balkans and Southeast Europe, in a reverse merger transaction (the “Transaction”). Upon closing, the combined company is expected to be renamed WE Green Energo Ltd. The Transaction is subject to, among other conditions, the approval of the shareholders of both FUNR and WE Green, as described further below.

WE Green’s portfolio comprises seven utility-scale solar and wind projects totaling approximately 603.4 MW of investable capacity across Kosovo, North Macedonia, Albania and Croatia, with two projects — Kosovo 150 MW and North Macedonia Suhevo 130 MW — targeted to reach commercial operation in 2027 and the balance of the portfolio reaching commercial operation by the end of 2028. The projects operate under government feed-in tariffs and power purchase agreements ranging from approximately €0.058 to €0.090 per kWh, providing 15- to 20-year contracted revenue visibility.

Transaction Structure

Under the terms of the LOI, and as a condition precedent to closing, FUNR will effect a 1-for-10,000 reverse share consolidation (the “Consolidation”), reducing its issued and outstanding common shares to approximately 2,000,000. FUNR will then issue 38,000,000 newly issued common shares to the shareholders of WE Green at an agreed value of USD 2.00 per share (an aggregate agreed value of USD 76,000,000) in exchange for 100% of WE Green’s outstanding equity. The merger shares will be held in escrow and released upon the closing of a minimum USD 30,000,000 capital raise; if the minimum raise is not completed, the escrowed shares are subject to cancellation.

Immediately following closing and prior to any capital raise, FUNR will have 40,000,000 common shares outstanding, comprised of 2,000,000 legacy FUNR shares (5%) and 38,000,000 shares issued to WE Green shareholders (95%). Concurrent with the Transaction, the Company intends to raise USD 30,000,000 through a private placement of 10,000,000 common shares at USD 3.00 per share, conducted under Regulation S and Regulation D (Rule 506(b)), resulting in 50,000,000 fully diluted common shares outstanding at closing of the offering. Proceeds are expected to fund project construction equity contributions, working capital and OTCQB uplisting costs.

WE Green Energo GmbH is expected to be treated as the accounting acquirer under ASC 805 (reverse acquisition accounting). The parties intend to negotiate and execute a definitive Share Purchase Agreement, with closing subject to completion of the share consolidation, satisfaction of the minimum capital raise condition, and other customary closing conditions, including completion of legal, financial and technical due diligence.

Shareholder Approval

Completion of the Transaction requires the approval of the shareholders of both FUNR and WE Green. The Company intends to seek the required shareholder approvals in due course, including in connection with the Consolidation described above and the issuance of the merger shares to WE Green’s shareholders. There can be no assurance that such shareholder approvals will be obtained on the anticipated timeline or at all.

Advisory Board and Board of Directors Update

In connection with the Transaction, the Company also announced that Marcus Trummer will join the Company as an Advisory Board Member. The Company further announced that it expects to announce additional appointments to its Board of Directors shortly.

Independent Valuation and Financing Partners

WE Green’s portfolio has been independently valued at approximately USD 69.55 million by Valadvisor pursuant to a fairness opinion dated November 5, 2025. Project-level financing partners already engaged across the portfolio include the European Bank for Reconstruction and Development (EBRD), Oesterreichische Kontrollbank (OeKB Austria) and Euler Hermes (Germany) for export credit guarantees, and a primary lending pool comprised of Raiffeisen Bank International, UniCredit Bank Austria, Erste Bank and Intesa Sanpaolo.

Deal Advisory Team

MergersCorp served as the strategic advisor to WE Green Energo GmbH regarding the reverse merger. MergersCorp’s engagement was limited entirely to the business combination transaction, and it has not provided any broker-dealer services or placement agent services in connection with the concurrent capital raise.

Listing Path

Following closing, the combined company intends to pursue a PCAOB-standard audit and to seek an uplisting to the OTCQB Venture Market, together with continued evaluation of a listing on the Düsseldorf Open Market (Freiverkehr) as a longer-term option. There can be no assurance that the combined company will satisfy OTC Markets’ qualification criteria for the OTCQB tier, that any uplisting application will be approved, or that an uplisting will be achieved on an anticipated timeline or at all.

Management Commentary

“This Transaction gives WE Green a public listing platform to accelerate a contracted, bankable pipeline of solar and wind assets in one of Europe’s highest-irradiance regions,” said Markus Trummer, founding shareholder and Chief Executive Officer of WE Green Energo GmbH. “With development financing already in place from EBRD and our European banking partners, this raise is about construction execution, not project origination.”

“We view this combination as a disciplined entry into a contracted, EU-adjacent renewables platform at an attractive stage of development,” said Marijo Vrgoc, Energy Transition Leader and Co-CEO of WE Green Energo GmbH. “Our near-term priorities are closing the minimum capital raise, advancing construction on the seven projects in the pipeline, and completing the steps required for an OTCQB uplisting.”

About WE Green Energo GmbH

WE Green Energo GmbH is an Austrian holding company developing, constructing and operating utility-scale solar PV and wind generation projects across the Balkans and Southeast Europe, including projects in North Macedonia, Albania, Kosovo, Bosnia and Herzegovina, Croatia and Bulgaria. WE Green’s management team combines decades of experience in international renewable energy development, project finance, power plant engineering and technology.

About FUNR, Inc.

FUNR, Inc. is a Wyoming corporation whose common shares are quoted on the OTC Markets Pink tier under the symbol FUNR. FUNR is an Alternative Reporting company under the OTC Markets Alternative Reporting Standard. Additional information is available at www.funrgroup.com and on the Company’s OTC Markets profile at www.otcmarkets.com/stock/FUNR/overview.

Contact

Investor Relations FUNR, Inc.
Email: ir@funrgroup.com Website: www.funrgroup.com
OTC Markets profile: www.otcmarkets.com/stock/FUNR/overview

Forward-Looking Statements — Safe Harbor

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Forward-looking statements in this release include, without limitation, statements regarding the proposed acquisition of WE Green Energo GmbH, the anticipated terms, structure, timing and closing of the Transaction and the contemplated capital raise, the anticipated share consolidation and the Company’s pending FINRA Rule 6490 application therefor, the release or cancellation of escrowed shares, the development, construction and commercial operation dates of the WE Green project portfolio, projected capacity, revenue, tariffs and financial performance, the availability and terms of project financing, plans for a PCAOB audit and OTCQB uplisting or any other exchange listing, the anticipated shareholder approvals of FUNR and WE Green required to complete the Transaction, the anticipated appointment of Marcus Trummer as an Advisory Board Member and anticipated future additions to the Company’s Board of Directors, and any other statements that are not statements of historical fact. These statements are often, but not always, identified by words such as “anticipate,” “believe,” “contemplate,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “target,” “will,” “would” and similar expressions.

Forward-looking statements are based on current expectations and assumptions that are subject to significant risks and uncertainties, many of which are beyond the Company’s control, and actual results may differ materially from those expressed or implied by such statements. The Letter of Intent described herein is non-binding, and there can be no assurance that a definitive Share Purchase Agreement will be negotiated or executed, that the conditions to closing — including the minimum USD 30,000,000 capital raise, the share consolidation, and satisfactory completion of due diligence — will be satisfied, or that the Transaction will be completed on the terms described herein, on the anticipated timeline, or at all. If the minimum capital raise condition is not satisfied, the escrowed merger shares are subject to cancellation and the Transaction may not close. There is no assurance that any application for an OTCQB uplisting or other exchange listing will be approved by OTC Markets or any other exchange or regulatory body, or that the Company will otherwise satisfy applicable qualification standards. Completion of the Transaction requires the approval of the shareholders of both FUNR and WE Green, and there can be no assurance that such shareholder approvals will be obtained on the terms described, on the anticipated timeline, or at all. There can also be no assurance that Mr. Trummer’s appointment to the Advisory Board will be completed as described, or that any additional appointments to the Board of Directors will be made on the anticipated timeline or at all.

Additional risks and uncertainties include, without limitation: the ability of the parties to obtain any required regulatory, governmental, FINRA or third-party consents and approvals; risks relating to construction,

permitting, interconnection, feed-in tariff and regulatory regimes in Kosovo, North Macedonia, Albania, Croatia, Bosnia and Herzegovina and Bulgaria; political and country risk in Southeast Europe; foreign currency risk between the Euro and the U.S. Dollar; the availability and terms of project-level and corporate financing, including continued participation by EBRD, OeKB Austria, Euler Hermes and the Company’s banking partners; the limited liquidity of the Company’s shares on the OTC market and uncertainty as to whether, when, or on what terms an OTCQB uplisting or other exchange listing will be achieved or approved; the ability of the Company and WE Green to obtain the shareholder approvals required to complete the Transaction and to obtain FINRA approval of the Consolidation; dilution to existing and new shareholders resulting from the Transaction and the contemplated capital raise; the Company’s ability to complete a PCAOB-standard audit; and general economic, market and industry conditions. Independent valuations, including the Valadvisor fairness opinion referenced herein, are based on assumptions and limiting conditions as of their respective valuation dates and are not a guarantee of future value or trading price.

All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update any forward-looking statement to reflect events or circumstances after the date hereof, except as required by law. This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and any securities referenced herein have not been, and may not be, registered under the Securities Act of 1933, as amended, absent registration or an applicable exemption from registration requirements.

Editorial Team
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