Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On August 29, 2024, Hammer Fiber Optics Holdings Corp. (the "Company") entered into and closed a loan agreement (the "Loan") with one of our members of the Board of Directors (the "Board Member"), pursuant to which the Board Member loaned the Company an aggregate principal amount of $791,546. The Loan has an interest rate of 6%. The Loan has a six month maturity date and the principal and accrued interest are due in full on March 1, 2025.

The Company used the proceeds of the Loan to pay off in full satisfaction the promissory note the Company previously issued to Mast Hill Fund L.P.