Applied Graphite Technologies Corp. — Capital/Financing Update 2024

Mar 19, 2024

AMENDED NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations

Item 1 Name of Parties to the Transaction

Applied Graphite Technologies Corporation (" AGT "), Audrey Capital Corporation (" Audrey ") and 1445056 B.C. Ltd. (" Subco ").

Item 2 Description of the Transaction

On March 7, 2024, Audrey completed its qualifying transaction (the “ Qualifying Transaction ”) under TSX Venture Exchange (“ TSXV ”) Policy 2.4 – Capital Pool Companies . The Qualifying Transaction was effected pursuant to the terms of a qualifying transaction agreement between AGT and Audrey, dated June 23, 2023, as amended February 26, 2024 (the “ Qualifying Transaction Agreement ”) and an amalgamation agreement among AGT, Audrey and Subco dated March 5, 2024 (the “ Amalgamation Agreement ”).

Pursuant to the terms of the Qualifying Transaction Agreement and the Amalgamation Agreement, AGT, Audrey, and Subco completed a three-cornered amalgamation whereby AGT and Subco were amalgamated pursuant to section 269 of the Business Corporations Act (British Columbia) to form AGT Resources Corporation (“ Amalco ”) and the shareholders of AGT received securities of Audrey on the basis of one (1) Audrey common share for every one (1) AGT common share held. Amalco is a wholly-owned subsidiary of Audrey.

Immediately prior to the completion of the Qualifying Transaction, Audrey consolidated its issued and outstanding common shares on a 1.5 for one basis and subsequently its name to “Applied Graphite Technologies Corporation”. The common shares of Audrey (the “ Audrey Shares ”) resumed trading on the TSXV under the symbol “AGT” on March 12, 2024, following the issuance of the final bulletin of the TSXV in respect of the Qualifying Transaction, whereby Audrey has been classified as a Tier 2 mining issuer pursuant to TSXV policies.

The former shareholders of AGT owned approximately 38.08% of the outstanding Audrey Shares immediately after the closing of the Qualifying Transaction. The newly constituted board of directors of Audrey consists of the following five directors: James Ruane, Don Baxter, Ian Harris, Rodney Stevens, and Chaanaka Abeyratne. The officers of Audrey are Don Baxter as Chief Executive Officer, James Ruane as Chairman of the Board, Sunil Sharma as Chief Financial Officer and Melissa Martensen as Corporate Secretary.

Additional information regarding the Qualifying Transaction can be found in the filing statement of Audrey dated February 29, 2024, which is filed under Audrey’s profile on SEDAR+ at www.sedarplus.ca.

Item 3 Effective Date of the Transaction

March 7, 2024.

Item 4 Names of Each Party, if any, that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity

Audrey continues to be a reporting issuer in British Columbia, Alberta, Manitoba, and Ontario.

Item 5 Date of the Reporting Issuer’s first financial year-end after the Transaction if applicable

December 31, 2023 (no change).

• Item 6 The Periods, including comparative periods, if any, of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer’s First Financial Year after the Transaction, if applicable

Audrey will file annual financial statements for the year ended December 31, 2023 on or before April 29, 2024, interim financial statements for the three months ended March 31, 2024 on or before May 30, 2024, interim financial statements for the six months ended June 30, 2024 on or before August 29, 2024, and interim financial statements for the nine months ended September 30, 2024 on before November 29, 2024.

Item 7 Documents filed under NI 51-102 that describe the Transaction

Details of the Qualifying Transaction can be found in the following documents:

• news release of Audrey dated June 26, 2024;

• Technical Report in form 43-101F1 dated August 15, 2023 and filed February 29,2024;

• Qualifying Transaction Agreement filed on February 29, 2024;

• filing statement dated and filed February 29, 2024;

• news release of Audrey dated February 29, 2024;

• news release of Audrey dated March 8, 2024; and

• material change report of Audrey dated March 12, 2024,

each of which has been electronically filed with the Canadian securities regulators and is available on SEDAR+ at www.sedarplus.ca under Audrey’s issuer profile.

Item 8 Date of Report

Date of amended notice: March 19, 2024.

Date of original notice: March 12, 2024.

1388-6354-8682, v. 2