Composite Alliance Group — Capital/Financing Update 2021

Sep 29, 2021

COMPOSITE ALLIANCE GROUP ANNOUNCES AMENDMENTS TO PREVIOUSLY ISSUED DEBENTURES AND LOANS

FOR IMMEDIATE RELEASE

Calgary, Alberta--(Newsfile Corp. – September 29, 2021) – Composite Alliance Group Inc. (the “ Company ” or “ CAG ”) (TSXV: CAG) announces that it has entered into amending agreements with the related party creditors Malchemy Corporation Limited (“ Malchemy ”), Team Alpha Limited (“ TAL ”) and K Plus Capital LLC (“ K Plus ”) for the following debentures and loans:

No. Debenture/Loan Lender Principal ($)	Terms Amended
	Annual Interest Rate Maturity**
1 July 2019 debenture TAL CND 400,000	From 5% to 2% -
2 Oct 2019 debenture TAL USD 351,507.25	From 5% to 2% From Oct 7 2024 to Jan31 2026
3 Nov 2020 debenture- 01 Malchemy CND 600,000	From 5% to 2% -
4 Nov 2020 debenture- 02 K Plus CND 60,000	From 5% to 2% -
5 Nov 2020 debenture- 03* TAL CND 1,000,000	From 5% to 2% -
6 Convertible bond tranche B Malchemy EUR 1,500,005	From 3% to 2% From Dec 31 2022 to Jan 31 2026
7 Loans Malchemy EUR 950,000	- From Dec 31 2022 to Jan 31 2026

*No amount has been drawn as of the date of this news release.

**Effective from October 1, 2021.

Malchemy is an entity controlled by Sicheng Zhang, a director, officer and shareholder of the Company, and TAL and K Plus are entities controlled by Jim Hsieh, a director, officer and shareholder of the Company. Other than the amendments described herein, the other terms of the debentures and loans remain the same. The purpose of the amending agreements is to reduce the cost to the Company of the debentures and loans and to extend the maturity dates to provide CAG with more flexibility to repay the debentures and loans.

Related Party Participation

The amendments to the debentures and the loans are with entities controlled by insiders of CAG. As insiders of the Company participated in these transactions, they are deemed to be “related party transactions” as defined under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (" MI 61-101 ").

The amending agreements were unanimously approved by the board of directors of the Company, with Sicheng Zhang and Jim Hsieh abstaining.

The amendments to the debentures and the loans are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(1)(a)) as the amendments to the debentures and loans have a fair market value not more than 25% of the market capitalization of CAG.

2

The Company did not file a material change report more than 21 days before the effective date of the amendments because the Company wished to effect the amendments on an expedited basis for business reasons.

For further information, please contact Dale Burstall, Corporate Secretary and Director, via email at dale@burstall.com.

Forward-Looking Statements

This news release 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.sedar.com. 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.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES