Evolution Global Frontier Ventures Corp. — Regulatory Filings 2023

Feb 8, 2023

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to section 4.9 of National Instrument 51-102

Item 1 Names of the parties to the transaction:

Evolution Global Frontier Ventures Corp. (“EGFV” or “ParentCo”) Evergreen Acquisitions Corp. (“Evergreen”), 1315640 BC Ltd. (“640BC”), 1315622 BC Ltd. (“622BC”), 1315617 BC Ltd. (“617BC”), 1315611 BC Ltd. (“611BC”) (whereby Evergreen, 640BC, 622BC, 617BC and 611BC were all initially subsidiaries of EGFV may also be referred to as “Subcos”)

Item 2 Description of the transaction:

Pursuant to the terms of an arrangement agreement dated July 2, 2021 (the “Arrangement Agreement”) among EGFV the Company, EGFV completed a reorganization transaction by way of plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”) whereby certain assets of EGFV were transferred to the Company, and the Company was spun-off by a share exchange which resulted in the distribution of common shares of the Company to the shareholders of record as at September 9, 2021, of EGFV. The Arrangement was approved by shareholders of EGFV at its annual and special shareholder meeting on July 23, 2021, and by the Supreme Court of British Columbia by way of a Final Order issued on August 31, 2021.

In connection with the Arrangement, and the resulting share exchange to effect the spin out of the various to effect the Arrangement, the Subcos would cease to be a wholly-owned subsidiary of the EGFV, and became a reporting issuer in the province of British Columbia.

Further details of the Arrangement which received final court approval on August 31, 2021 from the British Columbia Supreme Court under Part 9, Division 5 of the Business Corporations Act (British Columbia) can be found on the Company’s SEDAR profile at www.sedar.com. The Final steps of the Arrangement was completed in respect to ParentCo or EGFV involvement effective September 29, 2022.

Item 3 Effective date of the transaction:

September 29, 2022

Item 4 Name of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity

Pursuant to the Arrangement, the Subcos became reporting issuers in the province of British Columbia. EGFV continued to be a reporting issuer in the provinces of British Columbia, and Ontario.

Item 5 Date of the Reporting Issuer's First Financial Year-End after the transaction:

The Subcos first financial year end after the effective date of the Arrangement is November 30, 2022.

Item 6 Periods for filing Interim and Annual Financial Statements after the transaction:

---

• 2 -

The Company’s first audited annual financial statements after becoming a reporting issuer will be for the period ended November 30, 2022. The Company’s first interim financial statements after it becomes a reporting issuer will be for the three month period ending February 28, 2023.

Item 7 Documents filed under NI 51-102 that described the transaction:

The Notice of Meeting and Management Information Circular of EGFV dated July 21, 2021 describes the Arrangement and is filed on SEDAR and available under EGFV’s profile at www.sedar.com.

News release of the Company posted on September 29, 2022 and is filed on SEDAR and available under the Company’s profile at www.sedar.com.

DATED February 7, 2023.