Material Event - Form 8-K

Item 8.01Other Events

On October 31, 2022, Astra Energy Inc. ("Astra" or the "Company"), entered into an agreement withHolcomb Energy Systems LLC ("HES") to form a joint venture company, Astra-Holcomb Energy Systems LLC ("A-HES"). Pursuant to the agreement, A-HES would have the non-exclusive rights to manufacture and distribute the HES in-line power generator ("ILPG") for residential, commercial and industrial buildings, renewable energy projects, electric vehicle charging stations and power grid applications. As consideration, Astra issued 5 million restricted common shares to HES.

After working at the HES facility for approximately one year and confirming the technology's ability to amplify power, on September 25, 2023, Astra entered into an agreement with HES to secure exclusive worldwide manufacturing rights to the HES ILPG and the Self-Sustaining Power Plant. For which, Astra issued 5 million restricted common shares to HES. The Company feels strongly that the technology has the potential to impact the energy sector.

Effective September 7, 2023, Robert R. Holcomb M.D., Ph.D. joined the Board of Directors of Astra. At the time of his appointment, two civil litigation cases were ongoing against Dr. Holcomb, one in the State of Florida and one in the State of Tennessee. On March 8, 2024 a 17 year old judgement from an unrelated business in the state of Tennessee was filed in Florida. In the first civil action held in the State of Florida, the ruling favoured Mr. Holcomb and he was awarded attorneys fees, court costs. Three successive attempts to appeal and overturn that decision have failed. After considering this outcome and a review of the two remaining cases, it is the Company's opinion that the second civil suit will be ruled upon in his favour and the third action will also not be not be successful. If there are material outcomes to the contrary, the Company will make an appropriate disclosure.

Astra is not party to any of the cases filed against Dr. Holcomb, nor do the filings of the civil cases preclude Dr. Holcomb from serving as a director of the Company.