FLYHT Aerospace Solutions Ltd. — M&A Activity 2024

Dec 23, 2024

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

FLYHT Aerospace Solutions Ltd. ("FLYHT")

500, 1212 – 31 Avenue NE

Calgary, Alberta, Canada T2E 7S8

Item 2: Date of Material Change

December 20, 2024

Item 3: News Release

A news release with respect to the material change referred to in this report was issued through the facilities of ACCESSWIRE and filed on SEDAR+ at www.sedarplus.ca on December 20, 2024.

Item 4: Summary of Material Change

On December 20, 2024, by way of statutory plan of arrangement under Section 192 of the Canada Business Corporations Act and pursuant to an arrangement agreement between FLYHT and Firan Technology Group Corporation ("FTG") dated October 21, 2024 (the "Arrangement Agreement"), all of the issued and outstanding common shares of FLYHT (the "FLYHT Shares") were acquired by FTG (the "Arrangement").

Item 5: Full Description of Material Change

On December 20, 2024, FLYHT completed the Arrangement under Section 192 of the Canada Business Corporations Act. Pursuant to the terms of the Arrangement Agreement, FTG acquired all of the issued and outstanding FLYHT Shares. Under the Arrangement, holders of the FLYHT Shares ("FLYHT Shareholders") were able to elect to receive, for each FLYHT Share held, (i) CAD$0.1103 in cash and 0.0333 common shares of FTG ("FTG Shares"), (ii) CAD$0.3379 in or (iii) 0.0495 FTG Shares, in each case subject to pro-ration (collectively, the "Consideration"). The Consideration is subject to maximum aggregate cash consideration of approximately CAD$4.3 million and 1,300,000 FTG Shares.

As a result of the Arrangement, FLYHT has become an indirect wholly-owned subsidiary of FTG.

The foregoing description of the Arrangement Agreement and the Arrangement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Arrangement Agreement, a copy of which is available on SEDAR+ under FLYHT's profile at www.sedarplus.ca.

The FLYHT Shares are expected to be delisted from the TSX Venture Exchange on or about the close of trading on December 30, 2024 and FLYHT intends to apply to cease to be a reporting issuer in all applicable Canadian jurisdictions.

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Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.

Item 7: Omitted Information
Not applicable.

Item 8: Executive Officer
Alana Forbes is knowledgeable about the material change described in this report and can be contacted at (403) 291-7437.

Item 9: Date of Report
December 23, 2024