Constellation Capital Corp. — M&A Activity 2025

Sep 30, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1
Name and Address of Company:

Constellation Capital Corp. (the “Corporation”)

c/o 1250, 639 – 5th Avenue SW
Calgary, AB T2P 0M9

ITEM 2
Date of Material Change:

September 29, 2025

ITEM 3
News Release:

The news release was distributed on September 29, 2025 and filed on SEDAR on September 29, 2025.

ITEM 4
Summary of Material Change:

The Corporation announced that it had entered into a non-binding letter of intent with Active Witness Corp.

ITEM 5
Full Description of Material Change:

The Corporation announced that it had entered into a non-binding letter of intent (the “LOI”) dated September 29, 2025 to complete a business combination (the “Proposed Transaction”) with Active Witness Corp. (“Active Witness”).

Active Witness is a private company incorporated under the laws of British Columbia and is arm’s length to Constellation. Constellation is a Capital Pool Company under the policies of the TSX Venture Exchange (the “Exchange”). The Proposed Transaction is subject to Exchange review and approval. If approved, the Proposed Transaction will constitute Constellation’s Qualifying Transaction, as that term is defined under Policy 2.4 of the Exchange. If approved, upon Closing, Constellation will be listed on the Exchange as an Industrial or Technology or Life Sciences issuer.

Constellation intends to provide a comprehensive press release with respect to the Proposed Transaction after due diligence has been completed. Financial information with respect to Active Witness will be provided in the comprehensive press release.

Pursuant to the Proposed Transaction, it is contemplated that Constellation shall issue common shares in the share capital of Constellation, at a deemed price of $0.10 per share, to the shareholders of Active Witness at a ratio based on a deemed valuation $13,000,000 plus any proceeds raised by Active Witness in the Bridge Financing (see below) (the “Active Witness Resulting Issuer Share Allocation”) and $1,200,000 for Constellation (the “Constellation Resulting issuer Share Allocation”), regardless of number of shares issued and outstanding in either corporation.

Active Witness intends to undertake two private placements. The first private placement (the “Bridge Financing”), to be completed by Active Witness prior to the Proposed Transaction, shall consist in the issuance of $250,000 to $450,000 of common shares or unsecured convertible debentures. If convertible debentures are issued under the Bridge Financing, the debentures and any accrued interest will be

{00796085 v1}

---

• 2 -

converted into common shares of Active Witness prior to the closing of the Proposed Transaction. Funds from the Bridge Financing will be immediately available to Active Witness regardless of the completion of the Proposed Transaction.

Active Witness also intends to raise up to $3,000,000 pursuant to a second private placement (the "Concurrent Private Placement") subject to Exchange approval, to be closed no later than February 13, 2026.

100% of the net proceeds of the Bridge Financing are expected to be used for legal, accounting and general working capital purposes related to Active Witness' costs for the Proposed Transaction. 100% of net proceeds of the Concurrent Private Placement are expected to be used for business expansion and for general working capital purposes. Although the parties intend to use the proceeds of the offering as described above, the actual allocation of proceeds may vary from the uses set out above, depending upon future operations, events or opportunities.

Based upon a deemed price of $0.10 per share, and assuming the full subscription under the Bridge Financing and the Concurrent Private Placement, it is expected that Constellation post-transaction (the "Resulting Issuer") will have 176,500,000 Common Shares issued and outstanding, of which the current shareholders of Constellation will own approximately 6.8%, the shareholders of Active Witness (including the subscribers under the Bridge Financing) will own approximately 76.2% and the subscribers under the Concurrent Private Placement will own 17.0%, all on an undiluted basis. No shareholder will hold 10% or more of the shares of the Resulting Issuer other than Vincorp Holdings Ltd., a British Columbia company, which is controlled by Rajeev (Rob) Bakshi of Vancouver, British Columbia and Novas Capital Corp., a British Columbia company, which is controlled by Ken Hallat of Vancouver, British Columbia, who will own approximately 24.93% and 21.86%, respectively, of the Resulting Issuer (undiluted). Mr. Bakshi is the President and CEO of Active Witness and has a background in the security and surveillance industry. Mr. Hallat is the Chairman of the Board of Active Witness and has a background in the technology, specialty wood manufacturing and cleaning products industries.

It is intended that the board of directors of Constellation will be changed on Closing so as to be constituted by the nominees of Active Witness. Information with respect to the composition of the board of directors of the Resulting Issuer post-Closing will be provided in Constellation's future comprehensive press release.

The Proposed Transaction is subject to a number of conditions including the satisfactory completion of Constellation's due diligence, completion of the Bridge Financing and the Concurrent Private Placement and such approvals as may be necessary including Exchange approval, approval of the directors of Constellation and approval of the shareholders and directors of Active Witness. The LOI will terminate on the earlier of (a) November 15, 2025, if the Bridge Financing has not then been completed, and (b) February 27, 2026, unless extended by the parties by mutual consent.

The foregoing terms of the Proposed Transaction outlined above are subject to change as a result of due diligence and Exchange review.

Currently, it is not expected that approval from the shareholders of Constellation will be required for the Proposed Transaction as the Proposed Transaction is not a Related Party Transaction under the policies of the Exchange. Further, Constellation is not and will not be subject to a cease trade order and will not otherwise be suspended from trading on completion of the Proposed Transaction and shareholder approval will not be required for any aspect of the Proposed Transaction under applicable corporate or securities laws.

{00796085 v1}

---

• 3 -

About Active Witness

Founded in 2018, Active Witness is a British Columbia-based technology company. It is in the business of licensing its proprietary access control software which controls access or entry into secured facilities such as offices, warehouses, data centers and other facilities requiring access control. The software is a modern control solution that combines cloud-based software, regenerating QR mobile credentials, optional facial authentication, and a built-in video intercom for secure and convenient facility entry.

About Constellation

Constellation is a Capital Pool Corporation under the policies of the Exchange. If completed, the Transaction will constitute Constellation’s Qualifying Transaction under the policies of the Exchange.

Pursuant to the policies of the Exchange, trading of the shares of Constellation has been halted on the Exchange and will remain halted until the conditions of the Exchange for the resumption of trading have been met.

ITEM 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102:

Not Applicable.

ITEM 7 Omitted Information:

Not Applicable.

ITEM 8 Executive Officer:

Further information relating to this Material Change Report may be obtained from:

Roger Jewett, Chief Financial Officer
Telephone: (403) 650-7718

ITEM 9 Date of Report:

September 29, 2025

The foregoing accurately discloses the material change referred to in this report.

{00796085 v1}