TRANSITION SERVICES AGREEMENT

EXHIBIT 10.5

TRANSITION SERVICES AGREEMENT

This Transition Services Agreement (this “Agreement”) is entered into as of October 23, 2026 (the “Effective Date”), by and between Ecominas Corp., a Nevada corporation (the “Company”), and Andrew Gaudet (“Mr. Gaudet”).

RECITALS

The Company has completed an asset-only acquisition of certain PetrolleumAI technology from Franklin Marín Toro and has appointed Mr. Marín Toro as Chief Executive Officer and President and as a director, effective at 5:00 p.m. Eastern Time on October 22, 2026, Ricardo Enrique Silva Canelon has resigned from his officer positions as of that time and continues as a director and Chairman of the Board. Mr. Gaudet will remain Chief Operating Officer and a director for a short handover period. The parties wish to record Mr. Gaudet’s transition responsibilities without making any future resignation automatically effective.

1. TRANSITION PERIOD

Mr. Gaudet will provide transition services beginning on the Effective Date and ending on a mutually agreed completion date, expected to be approximately fourteen (14) to twenty-one (21) calendar days after the Effective Date, or such earlier or later date as the parties agree in writing (the “Transition Period”). No resignation date is fixed by this Agreement.

2. CONTINUED OFFICES AND AUTHORITY

During the Transition Period, Mr. Gaudet will continue to hold his existing offices as Chief Operating Officer and director unless and until he validly resigns or is removed in accordance with applicable law and the Company’s governing documents. He will act within the authority granted by the Board and coordinate with the Chief Executive Officer. This Agreement does not appoint any director, accept any resignation or delegate authority reserved to the Board.

3. TRANSITION RESPONSIBILITIES

Ecominas Corp. — Transition Services Agreement

4. STANDARD OF PERFORMANCE

Mr. Gaudet will perform the services reasonably, in good faith and with due care, subject to lawful Board direction. He gives no warranty as to future commercial outcomes, the accuracy of materials supplied by others or the completion of third-party tasks, and will promptly notify the Chief Executive Officer and the Board of any material obstacle to the handover.

5. COMPENSATION AND EXPENSES

Mr. Gaudet will receive no additional compensation for the transition services. The Company will reimburse reasonable, pre-approved and documented out-of-pocket expenses in accordance with Company policy. This Agreement does not issue, cancel, transfer, vest or repurchase any securities, and Mr. Gaudet’s existing shareholdings are unaffected.

6. CONFIDENTIALITY AND COMPANY PROPERTY

Mr. Gaudet will keep nonpublic Company information confidential, except as required by law or reasonably necessary for his authorized duties, and will return Company property and records in his custody at the end of the Transition Period. Nothing herein prohibits communications with governmental regulators, protected whistleblowing or disclosures required by law.

7. RESIGNATION

Upon completion of the transition, Mr. Gaudet intends to deliver a written resignation from his positions as Chief Operating Officer and director substantially in the form attached as Exhibit A. No resignation is delivered or made effective by the execution of this Agreement. The Company will address any resulting vacancy by separate corporate action and will report the resignation on Form 8-K as required.

8. NO RELEASE; EXISTING RIGHTS

This Agreement is not a release of either party’s claims, a waiver of accrued compensation or indemnification rights, or an amendment of the Company’s charter documents. Rights to advancement, indemnification and insurance, if any, are governed by applicable law, the Company’s governing documents and separate agreements.

9. TERMINATION

Either party may terminate the transition services by written notice to the other. Termination of services does not by itself constitute or effect a resignation from any office. Sections 6, 8 and 10 survive termination.

10. MISCELLANEOUS

This Agreement is governed by Nevada law, without giving effect to conflict-of-laws rules. Amendments must be in writing and signed by both parties. This Agreement may be executed in counterparts and by electronic signature. If any provision is unenforceable, the remainder continues in effect.

Ecominas Corp. — Transition Services Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Ecominas Corp. — Transition Services Agreement

EXHIBIT A

FORM OF RESIGNATION LETTER

Date: __________, 2026

To: Board of Directors, Ecominas Corp.

Re: Resignation as Chief Operating Officer and Director

Effective as of , 2026, Eastern Time, I hereby resign from my positions as Chief Operating Officer and member of the Board of Directors of Ecominas Corp. (the “Company”), and from any other officer or committee position I hold with the Company.

My resignation follows the completion of the transition of my responsibilities to the Company’s management. It is voluntary and is not the result of any disagreement with the Company, its Board of Directors, management or independent auditors on any matter relating to the Company’s operations, policies, practices or financial reporting.

This resignation does not surrender, transfer or forfeit any securities I own, and does not waive any accrued rights, compensation, indemnification rights or other entitlements.

Sincerely,

________________________

Andrew Gaudet

Ecominas Corp. — Transition Services Agreement