FLYHT Aerospace Solutions Ltd. — M&A Activity 2024

Dec 23, 2024

FLYHT AEROSPACE SOLUTIONS LTD.

NOTICE OF CHANGE IN CORPORATE STRUCTURE

PURSUANT TO SECTION 4.9 OF NATIONAL INSTRUMENT 51-102
CONTINUOUS DISCLOSURE OBLIGATIONS)

1. Names of Parties to the Transaction:

Firan Technology Group Corporation ("FTG") and FLYHT Aerospace Solutions Ltd. ("FLYHT").

1. Description of the Transaction:

On December 20, 2024, FTG and FLYHT completed a court-approved plan of arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act (the "CBCA"), pursuant to which FTG acquired all of the issued and outstanding common shares of FLYHT (the "FLYHT Shares"). The Arrangement was completed pursuant to the terms of an arrangement agreement dated October 21, 2024 between FTG and FLYHT. Under the Arrangement holders of FLYHT Shares ("FLYHT Shareholders") were able to elect to receive, for each FLYHT Share held (i) C$0.1103 in cash and 0.0333 common shares of FTG ("FTG Shares"), (ii) C$0.3379 in cash 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. Shareholders who did not make an election were deemed to have elected to receive a combination of cash and FTG Shares for their Common Shares.

The Arrangement was approved by FLYHT Shareholders at a special meeting held on December 16, 2024 and by a final order of the Court of King's Bench of Alberta on December 18, 2024.

The FLYHT Shares will be delisted from the TSX Venture Exchange.

Additional information in respect of the Arrangement is contained in the management information circular of FLYHT dated November 12, 2024, copies of which have been filed under FLYHT's SEDAR profile at www.sedarplus.ca.

1. Effective Date of the Transaction:

December 20, 2024.

1. Name of each Party that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity:

As described above, FLYHT was acquired by FTG and has become a wholly-owned subsidiary of FTG. FLYHT will apply to applicable Canadian securities regulatory authorities to cease to be a reporting issuer.

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1. Date of Reporting Issuer's First Financial Year-End after the Transaction (if paragraph (a) or subparagraph (b)(ii) of section 4.9 of NI 51-102 applies):

Not applicable.

1. Periods of the Interim Financial Reports and the Annual Financial Statements Required to be Filed for the Reporting Issuer's First Financial Year after the Transaction (if paragraph (a) or subparagraph (b)(ii) of section 4.9 of NI 51-102 applies):

Not applicable.

1. Documents Filed under National Instrument 51-102 Continuous Disclosure Obligations that described the Transaction and where those Documents can be found in Electronic Format (if paragraph (a) or subparagraph (b)(ii) of section 4.9 of NI 51-102 applies):

Not applicable.

1. Date of Report:

December 23, 2024