Celestial Acquisition Corp. — M&A Activity 2026

Apr 20, 2026

FORM 51-102F3

Material Change Report

1. Name and Address of Company

Celestial Acquisition Corp. ("Celestial" or the "Company")
181 Bay Street, Suite 1800
Toronto, ON M5J 2T9

1. Date of Material Change

April 15, 2026.

1. News Release

A news release announcing the material change was disseminated on April 16, 2026, and subsequently filed under the Company's profile on the SEDAR+ website at www.sedarplus.ca.

1. Summary of Material Change

On April 16, 2026, Celestial announced that it entered into a binding business combination agreement dated April 15, 2026 (the "Definitive Agreement") with Nokia Solutions and Networks Oy ("NSN"), Nokia of America Corporation ("NOAC") and Modulate Space Corporation ("MSC US"), pursuant to which the parties will complete a transaction that will result in a reverse takeover of Celestial by Nokia Oyj's (HEL: NOKIA) ("Nokia") Space Communication Solutions business ("Modul8"), which operates as part of Nokia's renowned research and development organization, Nokia Bell Labs (the "Proposed Transaction"). The Proposed Transaction is an arm's length transaction and, if completed, will constitute Celestial's "Qualifying Transaction" within the meaning of Policy 2.4 of the TSX Venture Exchange ("TSXV"). Following completion of the Proposed Transaction, Celestial will continue the business of Modul8 under the name "Modul8 Corporation" (the "Resulting Issuer").

1. Full Description of Material Change

On April 16, 2026, Celestial announced that it entered into a Definitive Agreement with NSN, NOAC and MSC US, pursuant to which the parties will complete a transaction that will result in a reverse takeover of Celestial by Modul8, which operates as part of Nokia's renowned research and development organization, Nokia Bell Labs. The Proposed Transaction is an arm's length transaction and, if completed, will constitute Celestial's "Qualifying Transaction" within the meaning of Policy 2.4 of the TSXV.

Terms of the Proposed Transaction

Pursuant to the terms and conditions of the Definitive Agreement, Celestial will acquire, in exchange for the issuance of Resulting Issuer Shares (as defined below) to NSN (a wholly-owned subsidiary of Nokia existing under the laws of Finland) and to shareholders of MSC US (a Texas incorporated entity), (i) certain patents and intellectual property licences from NSN (which intellectual property assets will be transferred concurrently with the completion of the Proposed Transaction to a newly formed and wholly-owned Ontario incorporated subsidiary of Celestial), and (ii) certain operating business assets (which will be transferred concurrently from NOAC to MSC US), including software, hardware, a lease to Modul8's operating facility in Texas, and other unregistered intellectual property such as, among other things, know-how and trade secrets, through the acquisition of MSC US, in each case required for the operation of the Modul8 business.

In connection with the completion of the Proposed Transaction, the outstanding common shares of Celestial (the "Celestial Shares") are currently expected to be consolidated on the basis of one post-consolidation Celestial common share for up to every 3.0833 existing Celestial Shares (the

---

• 2 -
  "Consolidation"). Following completion of the Proposed Transaction, it is anticipated that Celestial will continue the business of Modul8 under the name "Modul8 Corporation" and Celestial will effect its name change to "Modul8 Corporation" (the "Name Change") and will be classified as a Tier 1 Issuer under the policies of the TSXV.

Subscription Receipt Financing

The Company also announced a brokered financing of subscription receipts (the "Subscription Receipts") for gross proceeds of US$40,000,000 to be completed in connection with the Proposed Transaction (the "Financing"). Scotia Capital Inc. is acting as lead agent, on behalf of a syndicate of agents (collectively, the "Agents"), for the Financing. In connection with the Financing, the Agents will receive of a cash commission of 6% in respect of the Financing proceeds, which amount shall be reduced to 3% in respect of amounts from certain president's list purchasers.

The Financing will be completed through a newly incorporated Ontario corporation ("Finco") that, following the satisfaction or waiver of certain customary escrow release conditions, will complete a three-cornered amalgamation with a newly formed subsidiary of Celestial. Upon completion of such amalgamation, all former holders of Subscription Receipts of Finco will receive one freely trading post-Consolidation common share of the Resulting Issuer (the "Resulting Issuer Shares") for each Subscription Receipt held (the "Conversion"). Following the Conversion, on a non-diluted basis, it is expected that approximately 50,000,000 Resulting Issuer Shares will be outstanding and former shareholders of Celestial will hold approximately 6% of the outstanding Resulting Issuer Shares, former holders of Subscription Receipts will hold approximately 33.33% of the outstanding Resulting Issuer Shares, NSN will hold approximately 40.67% of the outstanding Resulting Issuer Shares, and former shareholders of MSC US will hold approximately 20% of the outstanding Resulting Issuer Shares.

Board and Management

Following completion of the Proposed Transaction, it is anticipated that substantially all of the current directors and officers of Celestial will resign from their respective positions. The leadership of team of the Resulting Issuer is anticipated to include:

• Mr. John Dow - Chief Executive Officer and Co-Founder
• Dr. Thierry E. Klein - Chief Technology and Research Officer & Co-Founder
• Ms. Janet Kumpu - Chief Operating Officer and Interim Chief Financial Officer
• Mr. Zeev Lubenski - Vice President of Engineering

The Resulting Issuer board of directors is expected to be comprised of five (5) individuals, a majority of whom will be independent. Celestial and Nokia will be working jointly to identify and select board candidates and other senior officers to join Modul8 in executing on the company's existing market and expansion opportunities.

Additional information concerning the Proposed Transaction will be provided in subsequent press releases and in Celestial's non-offering prospectus to be prepared in connection with the Proposed Transaction, which will be accessible under Celestial's SEDAR+ profile at www.sedarplus.ca.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

---

• 3 -

• Omitted Information

Not applicable.

1. Executive Officer Knowledgeable of Material Change

Jared Bottoms
Chief Executive Officer
e: info@celestialgrowth.com
t: 647-558-5537

1. Date of Report

April 20, 2026

Forward-Looking Statements

This material change report contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Celestial and Nokia with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes, without limitation, information regarding: (i) expectations regarding the ability to consummate the Proposed Transaction, the ability to obtain requisite regulatory, shareholder and third-party approvals, as applicable, and the satisfaction of other conditions to the consummation of the Proposed Transaction (including, but not limited to, the completion of the Financing, the Consolidation and the Name Change), the timing for completing the Proposed Transaction, and the anticipated structure of the Proposed Transaction; (ii) expectations for other economic, business, and/or competitive factors; (iii) the expected composition of the board of directors and management of the Resulting Issuer, (iv) obtaining requisite exemptions and approvals from the TSXV or other regulatory bodies, and (v) expectations regarding Resulting Issuer management’s ability to execute the Modul8 business plan.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Celestial and Nokia’s respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Celestial and Nokia believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and shareholder approvals, as applicable, and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets and in domestic and foreign laws and regulations; and the diversion of management time on the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Celestial and Nokia and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Celestial and Nokia have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The forward-looking information contained in this material change report is made as of the date of this material change report and Celestial and Nokia do not

---

• 4 -

intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.