Good2Go4 Corp. — Capital/Financing Update 2026

Apr 8, 2026

FORM 51-102F3

MATERIAL CHANGE REPORT

ITEM 1 NAME AND ADDRESS OF COMPANY

Good2Go4 Corp. ("GFOR" or the "Company")
1 King Street West
Toronto, Ontario
M5H 1A1

ITEM 2 DATE OF MATERIAL CHANGE

March 30, 2026.

ITEM 3 NEWS RELEASE

The Company and Critical Minerals Americas Inc. ("CMAI") issued a news release on March 30, 2026 announcing a proposed reverse takeover transaction between the Company and CMAI (the "Transaction") and a concurrent "best efforts" brokered private placement offering (the "Offering") of securities of the Company and CMAI, for aggregate gross proceeds of up to $8,000,000.

ITEM 4 SUMMARY OF MATERIAL CHANGE

On March 30, 2026, the Company and CMAI announced the Transaction and the Offering.

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE

On March 30, 2026, the Company announced that it had entered into a definitive agreement (the "Definitive Agreement") among CMAI and a wholly-owned subsidiary of the Company ("Subco"), pursuant to which CMAI, Subco and the Company are expected to amalgamate and form a wholly-owned subsidiary of the Company (with the Company, after giving effect to the Transaction, being referred to as the "Resulting Issuer"), subject to applicable regulatory approvals, including acceptance by the TSX Venture Exchange (the "Exchange").

It is intended that the Transaction will be an arm's length "Qualifying Transaction" for GFOR, as such term is defined in Exchange Policy 2.4 – Capital Pool Companies of the Corporate Finance Manual of the Exchange. Trading of the common shares of the Company has been halted and it is expected that the common shares of the Company will remain halted until completion of the Transaction.

Pursuant to the Transaction, the Company will change its name to "Critical Minerals Americas Inc." (the "Name Change") and has reserved the ticker symbol "CMAI" on the Exchange, subject to Exchange approval.

In connection with the Transaction, the Company also announced the Offering. The Offering is being led by Research Capital Corporation ("RCC") as lead agent and sole bookrunner, on behalf of a syndicate of agents, including Hampton Securities Ltd. (together, the "Agents").

In connection with the Offering, it is expected that certain members of management and directors of CMAI and other president's list investors, to be mutually agreed between

23774195.2

---

CMAI and RCC, will be subscribing in the Offering alongside other investors for up to an aggregate of $2,000,000 in gross proceeds.

The Offering consists of two distinct types of subscription receipt offerings, each with different conversion mechanics and resale treatment:

(a) subscription receipts to be issued by CMAI (the "HD Subscription Receipts") at a price of $1.20 per HD Subscription Receipt; and
(b) flow-through subscription receipts to be issued by the Company (the "FT Subscription Receipts") at a price of $1.40 per FT Subscription Receipt.

As disclosed in the March 30, 2026 news release, each HD Subscription Receipt entitles the holder, upon satisfaction of the applicable escrow release conditions and completion of the Transaction, and without further action or additional consideration, to receive one unit of CMAI (a "Unit"). Each Unit will consist of: (i) one common share of CMAI (an "Underlying Share"); and (ii) one-half of one common share purchase warrant (each whole warrant, an "Underlying Warrant"). Each Underlying Warrant will entitle the holder thereof to purchase one common share of CMAI at an exercise price of $1.55 at any time up to 36 months from the satisfaction or waiver of the applicable escrow release conditions.

The net proceeds from the sale of the HD Subscription Receipts will be used to advance the SBH Project (as described herein), including, field work and exploration permits for drilling, bioleaching processing and recovery studies, and Indigenous engagements, and for working capital and general corporate purposes.

Each FT Subscription Receipt entitles the holder, upon satisfaction of the applicable escrow release conditions and completion of the Transaction, and without further action or additional consideration, to receive one flow-through unit of the Resulting Issuer (a "FT Unit"). Each FT Unit consists of: (i) one common share of the Resulting Issuer that is intended to qualify as a "flow-through share" within the meaning of the Income Tax Act (Canada); and (ii) one-half of one common share purchase warrant, with each whole warrant exercisable to acquire one common share of the Resulting Issuer on a non-flow through basis, at an exercise price of $1.55 per common share of the Resulting Issuer, on a post-Share Consolidation basis (as defined herein), until the date that is 36 months following the satisfaction or waiver of the applicable escrow release conditions.

The escrow release conditions in connection with the Offering provide that the issuance of the FT Units upon conversion of the FT Subscription Receipts is subject to: (i) satisfaction or waiver of the applicable escrow release conditions referenced in the prior news release; and (ii) the prior completion of the Transaction.

The FT Subscription Receipts and the underlying flow-through shares and the warrants comprising the FT Units will be subject to a statutory hold period in Canada which extends for a period of four months and one day after the closing date of the Offering in accordance with applicable Canadian securities laws.

The gross proceeds from the sale of the FT Subscription Receipts will, upon the satisfaction or waiver of the applicable escrow release conditions and the closing of the Transaction, be used by the Resulting Issuer to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures for the purposes of applicable Canadian income tax legislation and regulations (the "Qualifying Expenditures").

The Resulting Issuer will renounce such Qualifying Expenditures, for Canadian income

23774195.2

---

tax purposes, in favour of the subscribers of the FT Subscription Receipts, with an effective renunciation date of December 31, 2026. The Qualifying Expenditures will be incurred on or before December 31, 2027 and are intended to be eligible for applicable Canadian tax credits.

In connection with the Transaction, it is intended that:

(i) the Units will be converted into the Underlying Shares and the Underlying Warrants;

(ii) the FT Units will be converted into one common share of the Resulting Issuer that is intended to qualify as a "flow-through share" within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant, with each whole warrant exercisable to acquire one common share of the Resulting Issuer on a non-flow through basis, at an exercise price of $1.55 per common share of the Resulting Issuer, on a post-Share Consolidation (as defined herein) basis, until the date that is 36 months following the satisfaction or waiver of the applicable escrow release conditions;

(iii) all of the outstanding common shares of CMAI (including the Underlying Shares) will be exchanged for common shares of the Resulting Issuer (each, a "Resulting Issuer Common Share") on a one-for-one basis (the "Exchange Ratio") of one Resulting Issuer Common Share for each one common share of CMAI following completion of the consolidation (the "Share Consolidation") of all of the Company's issued and outstanding common shares and options on a 7.2:1 basis; and

(iv) the Underlying Warrants, options of CMAI, and the Broker Warrants (as defined herein) will be exchanged for warrants (the "Resulting Issuer Warrants") and the options of the Resulting Issuer on equivalent terms. The Resulting Common Shares and the Resulting Issuer Warrants issued pursuant to the completion of the Transaction will not be subject to a statutory hold period or resale restrictions

In addition, CMAI and the Company have granted the Agents an option (the "Agents' Option") to offer up to an additional number of HD Subscription Receipts and/or FT Subscription Receipts for gross proceeds of up to 15% of the gross proceeds of the Offering at any time up to 48 hours prior to closing of the Offering.

The gross proceeds of the Offering, less the Agents' expenses and 50% of the cash commission, will be deposited and held by a licensed Canadian trust company or other escrow agent (the "Escrow Agent") mutually acceptable to the Agents and CMAI in an interest bearing account (the "Escrowed Funds") pursuant to the terms of a subscription receipt agreement to be entered into on the Closing Date (defined herein) among GFOR, CMAI and RCC and the Escrow Agent. The Escrowed Funds (less the remaining 50% of the cash commission, and any remaining costs and expenses of the Agents) will be released from escrow to the Resulting Issuer, as applicable, upon satisfaction of the following conditions (collectively, the "Escrow Release Conditions") no later than the 90th day following the Closing Date, or such other date as may be mutually agreed to in writing among GFOR, CMAI and RCC (the "Escrow Release Deadline"), including:

(i) the completion of the Share Consolidation and the Name Change;

(ii) the receipt of all required shareholder and regulatory approvals, including, without limitation, the conditional approval of the Exchange for the listing of the Resulting Issuer Common Shares and the Transaction;

23774195.2

---

(iii) the completion, satisfaction or waiver of all conditions precedent to the Transaction in accordance with the Definitive Agreement, to the satisfaction of RCC, acting reasonably;

(iv) the Resulting Issuer securities issued in exchange for the Underlying Shares, and the Underlying Shares issued upon exercise of the Underlying Warrants not being subject to any statutory or other hold period in Canada ("free trading" securities) (other than escrow or lock-up applicable to the principals of the Resulting Issuer);

(v) the representations and warranties of CMAI and GFOR contained in the agency agreement to be entered into in connection with the Offering being true and accurate in all material respects, as if made on and as of the Escrow Release Deadline;

(vi) in respect of the entitlement of holders of the FT Subscription Receipts to receive, without further action the FT Units, the Transaction shall have first closed; and

(vii) GFOR, CMAI and RCC having delivered a joint notice and direction to the Escrow Agent, confirming that the conditions set forth in (i) to (vi) above having been met or waived.

As a condition precedent to the execution by the Agents of the joint notice and direction referred to in (vii) above, the chief executive officer of each of GFOR and CMAI (or such other officers as may be acceptable to RCC, acting reasonably) will certify to RCC that the Escrow Release Conditions (other than that set out in (vii) above) have been satisfied.

During the period commencing at closing of the Offering and ending on the earlier of the time of satisfaction of the Escrow Release Conditions and the Termination Time (as defined herein), with prior written consent by RCC, CMAI may use (and the Escrow Agent will be authorized to release to CMAI) up to $3,000,000 of the Escrowed Funds to advance the SBH Project, and for working capital and general corporate purposes (the "Early Release Escrowed Funds").

If:

(i) the satisfaction of the Escrow Release Conditions does not occur on or prior to the Escrow Release Deadline, or such other date as may be mutually agreed to in writing among GFOR, CMAI and RCC; or

(ii) CMAI has advised RCC or the public that it does not intend to proceed with the Transaction (in each case, the earliest of such times being the "Termination Time"),

then all of the issued and outstanding subscription receipts shall be cancelled and the Escrowed Funds, plus any further amount of the Escrowed Funds released to CMAI in connection with the Early Release Escrowed Funds, shall be used to pay the holders of subscription receipts an amount equal to the issue price of the subscription receipts held by them (plus an amount equal to a pro rata share of any interest or other income earned thereon).

If the Escrowed Funds are not sufficient to satisfy the aggregate purchase price paid for the then issued and outstanding subscription receipts (plus an amount equal to a pro rata share of the interest earned thereon), it shall be CMAI's sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.

The Offering is expected to close on or about the week of April 27, 2026, or such other

23774195.2

---

date as agreed to between CMAI and RCC (the "Closing Date") and is subject to certain conditions set out in the agency agreement. In connection with, and as a condition to, the completion of the Transaction, the Resulting Issuer Common Shares (including those issued in exchange for the offered securities and issuable pursuant to the warrants and options of the Resulting Issuer) will be listed on the Exchange.

In connection with the Offering, the Agents will receive an aggregate cash fee equal to 7.0% of the gross proceeds of the Offering, subject to a reduction for certain purchasers on the "president's list". In addition, the Resulting Issuer will grant the Agents, on the date of closing of the Offering, non-transferable broker warrants (the "Broker Warrants") equal to 7.0% of the total number of Units sold under the Offering, subject to a reduction for certain purchaser on a "president's list". Each Broker Warrant will entitle the holder thereof to purchase one common share, or equivalent Resulting Issuer Common Share, at an exercise price of $1.20 until the date that is 36 months following the satisfaction or waiver of the Escrow Release Conditions.

About CMAI

CMAI is advancing the development of long-term domestic supplies of critical minerals and rare earth elements ("REEs") through its 100% owned SBH Project (the "SBH Project"). The SBH Project is located approximately 120 km north of Fort McMurray, Alberta, in the Athabasca oil sands region and is considered by CMAI as one of the largest known accumulations of recoverable critical minerals with REEs hosted in black shale formations located in North America.

Proposed Management Team and Directors

Upon completion of the Transaction, the following individuals are expected to comprise the management team and board of directors of the Resulting Issuer:

Directors and Officers

• Denis Clement – Founder, President & Chief Executive Officer, Director
• John MacKenzie – Chief Financial Officer, Director
• Daniel Leroux, P.Geo. – Vice President, Exploration

Independent Directors

• Hon. Sonya Savage, KC – Independent Director
• Gregory Turnbull, KC – Independent Director

Other Officers and Advisors

• Evan Low – Corporate Secretary
• Kenneth Bradley – Strategic Advisor
• Liann Dsouza – Director of Projects – Bio-Hydrometallurgical & Strategic Development

About Good2Go4 Corp.

GFOR was incorporated under the Canada Business Corporations Act on June 23, 2021 and is a "capital pool company" listed on the Exchange. GFOR has no commercial operations and has no assets other than cash. GFOR's only business is to identify and evaluate assets or businesses with a view to completing a "qualifying transaction" as defined in Policy 2.4 – Capital Pool Companies of the Corporate Finance Policies of the

23774195.2

---

Exchange.

GFOR and CMAI continue to work towards completion of the Transaction and the Offering, each of which remains subject to applicable regulatory approvals, including acceptance by the Exchange.

ITEM 5.2 DISCLOSURE FOR RESTRUCTURING TRANSACTION

Not applicable.

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

James Cassina, Chief Executive Officer, Chief Financial Officer, Secretary and Director
416-619-9297
cassina@bellnet.ca

ITEM 9 DATE OF REPORT

April 8, 2026.

Cautionary Note Regarding Forward-Looking Information

Certain statements contained in this material change report constitute forward-looking information, including statements regarding the completion of the Transaction and the Offering, the timing for the Offering and the terms and size thereof and expected issuance of approval of the Company's shareholders and the Exchange. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the parties' current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The business of the Company and the Resulting Issuer is subject to a number of material risks and uncertainties. Please refer to SEDAR+ filings for further details. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the parties. The material factors and assumptions include the parties being able to satisfy the conditions to closing the Offering and the Transaction, including obtaining the necessary corporate, regulatory and other third-party approvals. The forward-looking information contained in this material change report is made as of the date hereof and the parties are not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

23774195.2