Composite Alliance Group — Capital/Financing Update 2025

Jun 30, 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):
   June 27, 2025.

3. News Release:
   A news release relating to the material changes described herein was disseminated on June 27, 2025 through the facilities of Newsfile Corp.

4. Summary of Material Change(s):
   The Company announced that its subsidiary, Techni-Modul Engineering S.A., obtained a loan facility of up to EUR€2,000,000 from a third party, Ya-King (Hong Kong) Limited.

5. Full Description of Material Change:

5.1 Full Description of Material Change

The Company announced that its subsidiary, Techni-Modul Engineering S.A. ("TME"), obtained a loan facility (the "Loan") of up to EUR€2,000,000 from a third party, Ya-King (Hong Kong) Limited ("YKL"), which Loan is unsecured, shall bear interest at a rate of 2.0% per annum, and matures on December 31, 2028. TME may draw down on the Loan from time to time to and the Loan will be used to finance its working capital. YKL is an insider of the Corporation as it owns over 10% of its outstanding securities.

Related Party Participation

The Loan is being provided by an entity controlled by an insider of CAG. As an insider of the Company participated in this transaction, it is deemed to be a "related party transaction" as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions ("MI 61-101").

Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed. Since the Loan is not convertible into shares of CAG, there will be no effect on the voting interests of any related parties. The Loan was approved by all of the directors of CAG.

The entering into of the Loan is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(f) and 5.7(1)(f)) as CAG is not listed on a specified market and the Loan is not convertible into shares of CAG.

7003287.2

---

The Company did not file a material change report more than 21 days before the Loan was entered into because the terms of the Loan were not settled until shortly prior to the Loan being obtained by TME.

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

Forward Looking Statements

This material change report may contain certain forward-looking information and statements. 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 material change report and the Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.

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.

1. Omitted Information:

Not applicable.

1. Executive Officer Knowledgeable of Material Change:

Debbie Chien

Email: debbiechien@kpluscapital.com

1. Date of Report:

June 30, 2025

7003287.2