{"url_path":"/sec/fngr/8-k/2026-06-04/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1602409/0001520138-26-000205-index.html","accession_number":"0001520138-26-000205","cik":"0001602409","ticker":"FNGR","issuer_name":"FingerMotion, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1602409/0001520138-26-000205-index.html","primary_entity_key":"0001602409","primary_entity_name":"FingerMotion, Inc."},"word_count":1279,"has_tables":true,"body_markdown":"**Item 7.01 Regulation FD Disclosure**\n\nOn June 4, 2026, FingerMotion, Inc. (the “Company”\nor “FingerMotion”) issued a news release to announce that it has agreed with BlueFlare Energy\nSolutions Inc. (“BlueFlare” or “BFE Solutions”) to enter into a Memorandum of Understanding (the “MOU”)\nregarding the development of behind-the-meter (“BTM”) AI compute infrastructure across Western Canada. Under the contemplated\nMOU, BlueFlare would act as FingerMotion’s primary development partner across the Canadian provinces of Alberta, British Columbia\nand Saskatchewan (the “Territory”) for the origination, design, engineering, construction and ongoing support of HPC inference\nsites integrated with co-located bitcoin mining operations on a behind-the-meter basis.\n\nFingerMotion is pursuing a strategy of building\nmodular, micro-scale AI and HPC compute capacity in North America through behind-the-meter natural gas-powered sites in Western Canada.\nThe Company believes that the BTM natural gas model may offer a structurally differentiated path to deploying AI and HPC compute capacity\nby generating power on-site rather than drawing from the grid, and that this approach could provide greater control over energy costs\nand long-term power availability — factors the Company believes are increasingly critical to the economics of AI inference and HPC\nworkloads. The contemplated collaboration with BlueFlare represents the foundational step in advancing this strategy through a regional\ndevelopment partner with established BTM operations in Western Canada.\n\nIn evaluating potential BTM infrastructure development\npartners, FingerMotion considered candidates against three criteria: demonstrated operational experience with natural gas-powered generation\nin Western Canada, the stated capability to deploy modular HPC infrastructure on accelerated timelines, and a proprietary approach to\nintelligent load management. BlueFlare was identified as FingerMotion’s preferred prospective partner based on its performance against\nthese criteria, leading the parties to agree to enter into the contemplated MOU.\n\n“The cooperation framework we are establishing\nwith BlueFlare gives FingerMotion a credible Western Canadian foothold in the rapidly growing North American AI infrastructure market,”\nsaid Martin Shen, Chief Executive Officer of FingerMotion. “Western Canada combines world-class natural gas resources, supportive\npolicy frameworks, and BlueFlare’s behind-the-meter development capability — a combination we believe is genuinely differentiated\nrelative to grid-dependent data center development. The contemplated framework positions AI inference capacity as our primary value driver,\nwith co-located bitcoin mining serving as a load-balancing and asset-utilization mechanism rather than a primary use case. We expect to\nadvance toward definitive agreements and look forward to providing further updates as the relationship progresses.”\n\nThe contemplated MOU has been agreed by the\nparties in principle and, when executed, is intended to be substantially non-binding with respect to the principal commercial terms of\nthe cooperation, which would remain subject to the negotiation and execution of one or more definitive agreements. Certain provisions\nof the MOU — including exclusivity, anti-circumvention, confidentiality, public-disclosure, governing-law and dispute-resolution\nprovisions — would, however, be binding on the parties in accordance with their terms once executed. The principal terms of the\ncontemplated cooperation are summarized below.\n\n \n\n \n\n**Contemplated Scope of Cooperation**\n\nSubject to the negotiation and execution of\none or more definitive agreements (each, a “Definitive Agreement”), BlueFlare would act as FingerMotion’s primary development\npartner across the full project lifecycle. Anticipated workstreams under the contemplated MOU would include the following:\n\n**Site Origination and Acquisition.**\nIdentification, qualification, negotiation, and leasing of land, power, gas and interconnection rights for HPC and co-located bitcoin\nmining sites within the Territory.\n\n**Development Management.** Project\nstructuring, permitting, regulatory engagement, stakeholder coordination, and gas and power offtake structuring.\n\n**Design and Engineering.** Conceptual\nthrough detailed engineering for power generation, gas conditioning, electrical balance-of-plant, cooling, network and HPC white-space.\n\n**EPC / EPCM Construction.** Procurement\nand construction under either an engineering, procurement and construction (“EPC”) or engineering, procurement and construction\nmanagement (“EPCM”) delivery model, as the parties may agree in each applicable Definitive Agreement.\n\n**Commissioning and Operations.**\nCommissioning, performance testing, and ongoing operations, maintenance and monitoring services for the energy, gas conditioning and HPC\ninfrastructure layers.\n\n**BALA™ Platform Deployment.**\nDeployment of BlueFlare’s BALA™ (BlueFlare Adaptive Load Architecture™) load-following platform for integrated AI inference\nand bitcoin mining load management.\n\nThe contemplated cooperation framework treats\nthe integration of legacy and continuing bitcoin mining operations at each site as a load-balancing and gas-continuity mechanism rather\nthan a primary use case, consistent with BlueFlare’s stated “From Wellhead to Workload” platform.\n\n**Initial Project Sites Identified for Evaluation**\n\nThe contemplated MOU references two initial\nproject sites currently identified by BlueFlare for potential development on behalf of FingerMotion within the Territory. Each site is\nexpected to be advanced under a separate site-specific Commercial Term Sheet and one or more associated Definitive Agreements, the terms\nof which would address site-level economics, capacity, schedule, construction scope, hosting structure, and applicable fee arrangements.\nThe parties have agreed to use commercially reasonable efforts to negotiate and execute a Commercial Term Sheet in respect of at least\none of the two initial sites within ninety (90) days following execution of the MOU. This 90-day milestone is aspirational and non-binding\nin nature, and a failure to meet it would not, of itself, constitute a breach of the contemplated MOU or a basis for termination. Neither\nparty would be obligated under the contemplated MOU to enter into any Commercial Term Sheet or Definitive Agreement in respect of any\nsite.\n\n**Exclusivity and Other Binding Provisions**\n\nThe contemplated MOU is structured to provide\nFingerMotion with a dedicated, single-source development partner across the Territory. Under the contemplated exclusivity arrangements\n— which are intended to be binding on FingerMotion once the MOU is executed — BlueFlare would serve as FingerMotion’s\nsole and exclusive partner within Alberta, British Columbia and Saskatchewan for the origination, design, engineering, construction and\nongoing support of HPC\n\n \n\n \n\ninference sites and co-located bitcoin mining\ninfrastructure. The exclusivity commitment is subject to customary carve-outs, including for FingerMotion’s pre-existing arrangements\ndisclosed in writing to BlueFlare prior to execution of the MOU, and for FingerMotion’s own internal development, evaluation and\nanalysis activities. For the avoidance of doubt, the exclusivity commitment is non-reciprocal: BlueFlare would not be subject to a corresponding\nexclusivity obligation and may continue to pursue HPC and bitcoin mining infrastructure projects with other parties, including within\nthe Territory, in its sole discretion.\n\n**Why Western Canada. Why Behind-the-Meter Natural Gas.**\n\nWestern Canada — and Alberta\nin particular — combines abundant natural gas resources with policy frameworks the Company believes are supportive of behind-the-meter\ncompute development. The Government of Alberta has established a target of attracting C$100 billion in data center investment by 2030,\nwith policy specifically structured to incentivize developers to “bring their own power.” The Company believes this framework\npositions behind-the-meter natural gas generation as a preferred infrastructure model for compute development in the province. Alberta\nproduces in excess of 10.9 billion cubic feet of natural gas per day, with a growing portion of that production representing an addressable\nBTM power generation opportunity. The Company believes that pursuing a BTM natural gas compute strategy across Alberta, British Columbia\nand Saskatchewan — if successfully executed — could offer meaningful structural advantages relative to grid-dependent compute\ndevelopment in other jurisdictions. There can be no assurance, however, that the strategy will be successfully executed or that any particular\ncommercial outcome will be achieved.\n\nA copy of the news release is attached as Exhibit\n99.1 hereto.\n\n \n\nThe information contained\nin this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed”\nfor purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to\nthe liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,\nor the Exchange Act, except as expressly set forth by specific reference in such filing.\n\n \n\n**SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS**"}