Composite Alliance Group — Board/Management Information 2025

May 9, 2025

FORM 51-102F3
Material Change Report

1. Name and Address of Company:
   Composite Alliance Group Inc. ("CAG" or the "Company")
   800, 333 - 7th Avenue SW
   Calgary, AB T2P 2Z1

2. Date of Material Change(s):
   May 1, 2025.

3. News Release:
   A news release relating to the material changes described herein was disseminated on May 1, 2025 through the facilities of Newsfile Corp.

4. Summary of Material Change(s):
   The Company announced that, subject to regulatory approval, Yu-Chung (Jim) Hsieh has been re-appointed as President and Chief Executive Officer, and Debbie Chien has been re-appointed as Chief Financial Officer of the Company, effective May 1, 2025.

The Company also announced that Serge Luquain resigned as Chief Technical Officer and a director of the Company, and as President of its wholly owned subsidiary, Techni Modul Engineering S.A., effective April 30, 2025.

1. Full Description of Material Change:

5.1 Full Description of Material Change
Please see attached Schedule "A" for further details regarding the news release disseminated.

5.2 Disclosure for Restructuring Transactions
Not applicable.

1. Reliance on Subsection 7.1(2) of National Instrument 51-102 Continuous Disclosure Obligations:
   Not applicable.

2. Omitted Information:
   Not applicable.

3. Executive Officer Knowledgeable of Material Change:
   Debbie Chien
   Email: debbiechien@kpluscapital.com

4. Date of Report:
   May 9, 2025

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SCHEDULE "A"

COMPOSITE ALLIANCE GROUP ANNOUNCES CORPORATE UPDATE AND EARLY WARNING REPORT

FOR IMMEDIATE RELEASE

Calgary, Alberta--(Newsfile Corp. – May 1, 2025) – Composite Alliance Group Inc. (the “Company” or “CAG”) (TSXV: CAG) announces that, subject to regulatory approval, Yu-Chung (Jim) Hsieh has been re-appointed as President and Chief Executive Officer, and Debbie Chien has been re-appointed as Chief Financial Officer of the Company, effective May 1, 2025. Mr. Hsieh is a director of the Company and previously held the positions of President and Chief Executive Officer of the Company from January 24, 2019 to August 4, 2022, while Ms. Chien previously held the position of Chief Financial Officer of the Company during the same period. The remaining directors of the Company welcome back Mr. Hsieh and Ms. Chien as executive officers of the Company and look forward to working with them again.

The Company also announces that Serge Luquain has resigned as Chief Technical Officer and a director of the Company, and as President of its wholly owned subsidiary, Techni Modul Engineering S.A. ("TME"), effective April 30, 2025. The directors and management of the Company thank Mr. Luquain for his contributions to CAG and wish him success in his future endeavors.

The Company further announces that Ya-King (Hong Kong) Limited ("YKL"), a company incorporated under Hong Kong law, and located at Room 815, 8/F Star House, 3 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong, has acquired S.P.V. Finances ("SPV"), a company formerly controlled by Mr. Luquain, for total consideration of one Euro (€1.00), and has therefore acquired 37,960,189 common shares of the Company ("Common Shares") held by SPV (the "Acquisition").

In connection with the Acquisition, SPV transferred 37,960,189 Common Shares to YKL. The Acquisition triggers the requirement to file an early warning report under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Prior to the closing of the Acquisition, YKL held nil Common Shares. Immediately after the closing of the Acquisition, YKL held, directly, 37,960,189 Common Shares representing 34.44% of the issued and outstanding Common Shares. The Common Shares were acquired for investment purposes. YKL currently has no immediate plans or intentions to acquire or dispose of securities of the Company, but depending on market conditions, general economic and industry conditions, trading prices of the Common Shares, the Company's business, financial condition or prospects, and/or other relevant factors, YKL may develop such plans or intentions in the future.

YKL may, from time to time, increase or decrease its holdings in the Company depending on market conditions and as circumstances warrant.

A report respecting the Acquisition will be filed with the applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) and will be available for viewing on the Company's profile at www.sedarplus.ca.

For further information, please contact Dale Burstall, Corporate Secretary and Director, via email at dburstall@dsavocats.ca or by phone at 403-264-1915.

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Forward-Looking Statements

This news release may contain certain forward-looking information and statements, including receipt of regulatory approval to the re-appointment of Yu-Chung (Jim) Hsieh as President and Chief Executive Officer, and Debbie Chien as Chief Financial Officer of the Company, and YKL's intentions regarding its holdings of securities of the Company. Statements containing the words: 'believes', 'intends', 'expects', 'plans', 'seeks' and 'anticipates' and any other words of similar meaning are forward-looking. All statements included herein involve various risks and uncertainties because they relate to future events and circumstances beyond the Company's control. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company's disclosure documents on the SEDAR+ website at www.sedarplus.ca. Any forward-looking statements are made as of the date of this press release and the Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

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