Solid Impact Investments — M&A Activity 2024

Dec 23, 2024

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Solid Impact Investments Corp. (the “Company”)
c/o Suite 501, 3292 Production Way
Burnaby, British Columbia, V4A 4R4

Item 2: Date of Material Change

December 20, 2024.

Item 3: News Release

The news release was disseminated on December 20, 2024 through Canada Newswire and filed on SEDAR+.

Item 4: Summary of Material Change

The Company announced that it has entered into an amalgamation agreement with BBG Metals Corp. (“BBG Metals”) and 1516563 B.C. Ltd. (“Subco”), a wholly-owned subsidiary of Solid, dated December 18, 2024 (the “Amalgamation Agreement”) pursuant to which the Company proposes to acquire all of the issued and outstanding securities of BBG Metals by way of a three-corner amalgamation (the “Transaction”) as more particularly described in its news release dated July 15, 2024.

Under the terms of the Amalgamation Agreement, BBG Metals will amalgamate with Subco, and the Company will acquire all of the outstanding common shares of BBG Metals in exchange for common shares of the Company (the “Resulting Issuer Shares”) on the basis of one Resulting Issuer Share for every common share of BBG Metals. The deemed price of the Transaction is $0.10.

Item 5: Full Description of Material Change

The Company announced that it has entered into a Amalgamation Agreement dated December 18, 2024 with BBG Metals and Subco in respect of the Transaction.

Under the terms of the Amalgamation Agreement, BBG Metals will amalgamate with Subco, and the Company will acquire all of the outstanding common shares of BBG Metals in exchange for Resulting Issuer Shares on the basis of one Resulting Issuer Share for every common share of BBG Metals. The deemed price of the Transaction is $0.10.

It is anticipated that the Company will change its name to “Galactic Gold Corp.” upon the completion of the Transaction (the “Resulting Issuer”).

The name of the amalgamated entity will be “Galactic Gold Holding Corp.”, and it will continue to subsist under the Business Corporations Act (British Columbia).

Prior to or concurrently with completion of the Transaction, BBG Metals intends to complete a non-brokered private placement equity financing (the “Concurrent Financing”) to raise gross proceeds of not less than $750,000, or such greater amount as is required to provide sufficient evidence of value for the

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purposes of Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions of the TSX Venture Exchange (the “TSXV” or “Exchange”), through the issuance, on a private placement basis, of at least 7,500,000 common shares in the capital of BBG Metals (the “Financing Shares”) at a price of $0.10 per Financing Share.

BBG Metals currently has 27,275,000 common shares issued and outstanding and has no options, warrants or other classes of securities outstanding.

The completion of the Amalgamation is subject to certain conditions precedent, including, but not limited to, the following:

• the shareholders of BBG Metals shall have duly approved the Transaction and the Amalgamation Agreement at BBG Metals’ Special Shareholder Meeting;
• the name of the Company shall have been changed to “Galactic Gold Corp.”, or such other name as is agreed to by the Company and BBG Metals (the “Name Change”);
• the acceptance of the TSXV of the Transaction as Solid’s Qualifying Transaction (as such term is defined in Policy 2.4 – Capital Pool Companies of the TSXV Corporate Finance Manual);
• BBG Metals shall have completed of the Concurrent Financing; and
• dissenting shareholders of BBG Metals shall not have validly exercised dissent rights in respect of more than 5% of the outstanding common shares of BBG Metals.

The Company is a Capital Pool Company and intends for the Transaction to constitute its Qualifying Transaction, as such terms are defined in the policies of the TSXV. In connection with the Company’s previous announcement of entry into a letter of intent in connection with the Transaction, trading in the Solid Shares was halted pursuant to the policies of the TSXV. Trading will remain halted until, among other things, Solid completes certain regulatory filings in connection with the Qualifying Transaction with the TSXV and the TSXV has completed certain matters it considers necessary or advisable.

It is anticipated that the Resulting Issuer will qualify as a Tier 2 Mining Issuer pursuant to the requirements of the TSXV.

In connection with the Transaction, the Company will be filing a filing statement on SEDAR+ along with a National Instrument 43-101 – Standards of Disclosure for Mineral Projects technical report on the Hardrock West Project, Beardmore-Geraldton Greenstone Belt, Thunder Bay Mining Division, Ontario, Canada, published for BBG Metals and Solid dated effective June 8, 2024 by Jason Arnold, P. Geo. of DCX Consulting. Investors are encouraged to review the filing statement on SEDAR+, which provides detailed information about the Transaction, the Resulting Issuer, the Company and BBG Metals, including the audited consolidated financial statements of BBG Metals for the years ended December 31, 2023, and 2022, and the unaudited interim financial statements of BBG Metals for the nine months ended September 30, 2024 which reflect that, as at September 30, 2024, BBG Metals had a net loss for the 2023 financial year of $626,789, a net loss for the nine months ended September 30, 2024 of $253,822, and total assets as of September 30, 2024 of $308,074.

Upon the closing of the Transaction, the board of directors and management of the Resulting Issuer will consist of the following individuals:

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Kenneth Berry
Director, President & CEO
Mr. Berry is the former President & CEO of Northern Vertex Mining Corp., which brought into production the Moss Gold Mine in Arizona, and is the current Chairman of Kootenay Silver Inc. He is a proven exploration expert and mine builder, with extensive knowledge in project finance, business development and strategic planning.

Tiziano Romagnoli
Director, VP Corporate Development
Mr. Romagnoli is a fund manager and financial advisor to a number of companies in the mining sector. He was the former head of BMO Nesbitt Burns in Geneva and has been instrumental in arranging financing for exploration and development companies.

Rajwant Kang
Director, CFO & Corporate Secretary
Mr. Kang is the founder & president of RSK Management Consulting Inc., a private company that provides management services, and has over 25 years of accounting and finance experience. He has proficient knowledge of capital markets, raising capital, M&A and corporate regulation of publicly listed companies.

Tom Martin
Director
Mr. Martin has 15 years of experience in capital markets and corporate communications. He is currently an advisor with Prospector Metals and has worked with other Discovery Group Companies. Mr. Martin has been instrumental in assembling top quality projects & management teams within the mining sector.

Meghan Brown
Independent Director
Ms. Brown is VP of Investor Relations for Artimis Gold. Her experience spans 25 years with small to large-cap mining companies across the Americas, Australia, and Africa. Her expertise includes retail and institutional investor relations, marketing, mergers and acquisitions, media relations, sustainability reporting, and corporate communications. In 2019, Ms. Brown was awarded the Investor Relations Award of Excellence from the Canadian Investor Relations Institute (CIRI), the highest honour for investor relations professionals in Canada. In 2021, she received the F.CIRI designation, which recognizes investor relations leaders who bring distinction to the profession and serve as a role model for others. Ms. Brown holds a Bachelor of Arts degree from UBC and an MBA from Queen's University, and is a graduate of the ICD-Rotman Directors Education Program with the designation of ICD.D.

Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102
N/A.

Item 7: Omitted Information
N/A.

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Item 8: Executive Officer

The following executive officer of the Company is knowledgeable about the material change disclosed in this report and may be contacted as follows:

Gabriel Kabazo, Chief Financial Officer
Telephone: (604) 833-6820

Item 9: Date of Report

December 20, 2024