Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

On March 08, 2024, Astra Energy Inc. (the "Company") entered into a Joint Venture Agreement (the "Agreement") with Powertron Global LLC ("Powertron").

The Company is the majority owner of Regreen Technologies Inc. ("Regreen"), which holds patents related to the processing of waste-to-energy (the "Patents").

Pursuant to the Agreement, the Company and Powertron will create a new entity under which all the Company's patents will be held by the Company ("Newco") and will assign the Patents from Regreen to Newco.

In consideration of the Agreement, Powertron made a non-refundable payments of $1,000,000 to the Company. It has not yet; created a NEWCO, provided a plan of arrangement for its public listing of which an initial 4M shares of stock would be distributed to Astra shareholders, or made a lump sum payment of $4,000,000 that was due September 10, 2024.

At Powertron's request Astra has granted a 45-day extension for the closing for the reasons that Powertron is engaged in a more complex transaction than originally anticipated and the public listing may include not just the NEWCO but also the operating entity Powertron. As this is a larger, successful, operating entity, the offering will be larger than anticipated along with a potentially significant capital event, Astra feels providing full support of this transaction will ultimately deliver the greatest benefit to its shareholders.