GLOBAL UAV TECHNOLOGIES — Capital/Financing Update 2025

Oct 6, 2025

51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Global UAV Technologies Inc. (the "Company")
488 - 1090 West Georgia Street
Vancouver, British Columbia, V6E 3V7

Item 2 Date of Material Change

September 29, 2025

Item 3 News Release

The news release dated September 29, 2025 was disseminated through Market News and StockWatch on September 29, 2025.

Item 4 Summary of Material Change

On September 29, 2025, the Company announced that it completed its non-brokered private placement financing (the "Offering") as previously announced on September 17, 2025, pursuant to which it issued 850,000 units (each, a "Unit") at a price of $0.105 per Unit for gross proceeds of $89,250. Each Unit is comprised of one common share (each, a "Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Share (each, a "Warrant Share") at a price of $0.135 per Warrant Share for a period of two years following closing. Proceeds of the Offering will be used for general working capital and payment of debt.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

The Company closed the Offering on September 29, 2025, whereby it issued 850,000 Units at $0.105 per Unit for gross proceeds of $89,250. Each Unit consists of one Share and one Warrant. Each Warrant entitles the holder thereof to acquire one Warrant Share at a price of $0.135 per Warrant Share for a period of two years following closing. Proceeds of the Offering will be used for general working capital and payment of debt.

All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering.

One insider of the Company (the "Insider") subscribed for 250,000 Units under the Offering, which is considered to be a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance to the Insider is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the Shares and Warrants to be issued to the Insider does not exceed 25% of the Company's market capitalization.

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None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

MI 61-101 Requirements

A portion of the Offering and the issuance of certain of the Shares and Warrants is a “related-party transaction” as such term is defined in MI 61-101.

The following supplementary information is provided in accordance with Section 5.2 of MI 61-101.

(a) a description of the transaction and its material terms:

See Item 4 above for a description of the Offering and the issuance of the Shares and Warrants.

(b) the purpose and business reasons for the transaction:

The purpose of the Offering is for general working capital and payment of debt.

(c) the anticipated effect of the transaction on the issuer's business and affairs:

The Company anticipates that the transactions will not have a material effect on its business and affairs, other than providing an additional source of funding for its operations.

(d) a description of:

(i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

James Rogers, the Chief Executive Officer and a director of the Company, was issued 250,000 Units for gross proceeds of $26,250.

(ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:

The following table sets out the effect of the Offering on the percentage of securities of the Company beneficially owned or controlled by James Rogers:

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Name and Position	Dollar Amount of Offering	Number of Units Issued	No. of Shares Held prior to Closing of the Offering	Percentage of Issued and Outstanding Shares prior to Closing of the Offering	No. of Shares Held After Closing of the Offering	Percentage of Issued and Outstanding Shares After Closing of the Offering
James Rogers Chief Executive Officer and Director	$26,250	250,000 Units	Undiluted: 1,402
Diluted: 1,402	Undiluted: *%^{(1)}
Diluted: *%^{(1)}	Undiluted: 251,402
Diluted: 501,402^{(2)}	Undiluted: 7.56%^{(3)}
Diluted: 14.02%^{(4)}

*Less than 1%.

(1) Based on 2,474,500 Shares outstanding prior to the Offering.

(2) Comprised of: (i) 251,402 Shares held directly and (ii) 250,000 Warrants held directly, each of which is exercisable into one Share, at a price of $0.135 until September 29, 2027, all of which may be exercised within the next 60 days.

(3) Based on 3,324,500 Shares outstanding after the completion of the Offering.

(4) Based on 3,574,500 Shares comprised of: (i) 3,324,500 Shares outstanding after completion of the Offering and (ii) 250,000 Warrants held directly, all of which may be exercised within the next 60 days.

(e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

The board of directors approved the Offering and the issuance of the Shares and Warrants, with James Rogers abstaining from voting on his subscription agreement and the issuance of Shares and Warrants to himself. A special committee was not established in connection with the approval of Offering and the issuance of the Shares and Warrants, and no materially contrary view or abstention was expressed or made by any director.

(f) a summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:

Not applicable.

(g) disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that related to the subject matter of or is otherwise relevant to the transaction:

(i) that has been made in the 24 months before the date of the material change report:

Not applicable.

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(ii) the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:

Not applicable.

(h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:

The Company entered into a subscription agreement dated September 29, 2025 with James Rogers, whereby James Rogers was issued 250,000 Units for gross proceeds of $26,250.

(i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61-101 respectively, and the facts supporting reliance on the exemptions:

The Offering is exempt from the valuation requirement of MI 61-101 by virtue of the exemptions contained in section 5.5(b) of MI 61-101 as the Company's common shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(a) of MI 61-101 in that the fair market value of the Offering, will not exceed 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the anticipated closing date as the Company wished to close the transactions on an expedited basis for sound business reasons.

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

N/A

Item 7 Omitted Information

None

Item 8 Executive Officer

James Rogers, CEO, 1+888.905.7011

Item 9 Date of Report

October 6, 2025