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Surge Copper Corp. M&A Activity 2025

Jul 8, 2025

45134_rns_2025-07-07_6c63f6ef-0c16-43e6-80a0-690e2c9147c4.pdf

M&A Activity

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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:

Yerbaé Brands Corp. (“Yerbaé”) and Safety Shot, Inc. (“Safety Shot”).

  1. Description of the transaction:

On June 27, 2025, Yerbaé completed its previously announced business combination with Safety Shot by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction”). The Transaction was governed by an arrangement agreement dated January 7, 2025 (the “Arrangement Agreement”) between Yerbaé and Safety Shot. Pursuant to the terms of the Arrangement Agreement, Safety Shot acquired all of the issued and outstanding common shares of Yerbaé (the “Common Shares”) for aggregate consideration of 19,881,948 shares of common stock of Safety Shot (each, a “Safety Shot Share”), which is equivalent to 0.2918 of a Safety Shot Share per Common Share.

Additionally, pursuant to the terms of the Arrangement Agreement, each option (each, a “Replaced Option”) to purchase Common Shares outstanding immediately prior to the closing of the Transaction (whether or not vested) was deemed to be exchanged for an option (each, a “Replacement Option”) entitling the holder to purchase Safety Shot Shares. The number of Safety Shot Shares underlying each Replacement Option equals the number of Common Shares underlying the Replaced Option multiplied by the exchange ratio of 0.2918 (the “Exchange Ratio”). The exercise price of each Replacement Option equals the exercise price of the corresponding Replaced Option divided by the Exchange Ratio and each Replacement Option is fully vested. In accordance with the respective terms of Yerbaé’s outstanding warrants and debentures, the terms of each warrant and debenture of Yerbaé entitle the holder thereof to receive, upon exercise or conversion, as applicable, in substitution for the number of Common Shares subject to such warrant or debenture, Safety Shot Shares, as adjusted in accordance with the Exchange Ratio.

In connection with the Transaction, the Common Shares were delisted from the TSX Venture Exchange at the close of trading on June 30, 2025.

  1. Effective date of the transaction:

June 27, 2025.

  1. Names of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity:

An application to cease to be a reporting issuer in each of the provinces of Canada in which it is a reporting issuer will be filed by Yerbaé with the British Columbia Securities Commission, its principal regulator.

  1. Date of the reporting issuer’s first financial year-end after the transaction if Section 4.9(a) or 4.9(b)(ii) of National Instrument 51-102 applies:

Not applicable.

  1. The periods, including the comparative periods, if any, 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 Section 4.9(a) or 4.9(b)(ii) of National Instrument 51-102 applies:

Not applicable.

  1. The documents that were filed under National Instrument 51-102 that described the transaction and where those documents can be found in electronic format if Section 4.9(a) or 4.9(b)(ii) of National Instrument 51-102 applies:

Not applicable.

DATED July 7, 2025.