VVT MED INC. — M&A Activity 2025

Jul 31, 2025

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NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102
Continuous Disclosure Obligations

Item 1

Name of the Parties to the Transaction

VVT Med Inc. (formerly DXI Capital Corp.) (the “Company”), V.V.T. Med Ltd. (“VVT”) and Exiteam Acquisition Corp. (“EAC”).

Item 2

Description of the Transaction

On July 22, 2025, the Company completed its acquisition of all of the outstanding securities of VVT and EAC pursuant to the terms of a definitive agreement dated September 30, 2024 in which (i) the Company acquired all of the issued and outstanding securities of EAC by way of a three-cornered amalgamation with a wholly-owned subsidiary of the Company under the laws of the Province of British Columbia; and (ii) the Company acquired all of the issued and outstanding securities of VVT pursuant to a share exchange agreement entered into among the Company and each of VVT’s securityholders (the “Transaction”).

Each ordinary share of VVT (“VVT Share”) was exchanged for Company Shares on the basis of the exchange ratio for the VVT Shares set out in the Definitive Agreement. Each common share of EAC (“EAC Share”) was exchanged for one Company Share. Any outstanding warrants or other exchangeable or convertible securities of EAC and VVT were exchanged, on an equivalent basis, for securities of the Company.

Pursuant to the Transaction: (i) 2,053,571 Company Shares were issued to creditors of the Company in settlement of $1,150,000 of debt, at a deemed price of $0.56 per Company Share, pursuant to certain debt settlement agreements dated June 30, 2025; (ii) 14,068,876 Company Shares were issued in exchange for the outstanding EAC Shares (including 6,955,498 Company Shares issued to holders of EAC subscription receipts); and (iii) 47,955,364 Company Shares were issued to holders of the VVT Shares (including those issued upon conversion of the outstanding VVT convertible debentures).

Additionally, the Company has the following convertible securities issued and outstanding following the closing of the Transaction: (i) 1,553,651 stock options to purchase Company Shares; (ii) 23,199,131 common share purchase warrants to purchase Company Shares; and (iii) 299,915 broker warrants to purchase Company Shares.

Following the Transaction, there are 66,640,102 Company Shares issued and outstanding. For further details regarding the capitalization of the Company, please see the Filing Statement.

Escrowed Shares

In connection with the Transaction, certain shareholders of the Company have entered into a Tier 2 Value Escrow Agreement with the Company and Computershare Trust Company, as escrow agent, in respect of 5,340,007 Company Shares (the “Value Escrow Agreement”). Under the terms of the Value Escrow

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Agreement, 10% of such escrowed securities were released upon the issuance of the final bulletin of the TSXV (the “Final Bulletin”) with subsequent 15% releases occurring on each of the 6, 12, 18, 24, 30 and 36 months following the Final Bulletin, respectively.

Certain shareholders of the Company are subject to seed share resale restrictions (“SSRRs”) covering 9,320,988 Company Shares. These restrictions provide for an initial release of 20% on the date of the Final Bulletin, followed by additional 20% releases at 3, 6, and 9 months thereafter, with the final 20% released 12 months from the date of the Final Bulletin.

Additional information related to the Transaction is available in the Company's Filing Statement dated May 15, 2025 and its news releases dated July 16, 2025, July 22, 2025 and July 31, 2025, which can be found under the Company's profile on SEDAR+ at www.sedarplus.ca.

Item 3
Effective Date of Transaction

July 22, 2025

Item 4
Names of Each Party, if any, that Ceased to be an Issuer Subsequent to the Transaction and of each Continuing Entity

The Company continues to be a reporting issuer in Alberta, British Columbia, Ontario and Québec.

Item 5
Date of the Issuer’s First Financial Year-End Subsequent to the Transaction

December 31, 2025.

Item 6
Periods, including comparative periods, if any, of the Interim and Annual Financial Statements Required to be Filed for the Issuer’s First Financial Year Subsequent to the Transaction

The Company will file interim financial statements for the six months ended June 30, 2025 on or before August 29, 2025, interim financial statements for the nine months ended September 30, 2025 on or before December 1, 2025, and annual financial statements for the year ended December 31, 2025 on or before April 30, 2026.

The Company will also file on behalf of VVT, interim financial statements of VVT for the three months ended March 31, 2025 on or before August 1, 2025, and interim statements for the six months ended June 30, 2025 on or before August 30, 2025.

Item 7
Documents filed under NI 51-102 that described the Transaction

The terms of the Transaction are disclosed in the following documents filed under NI 51-102:

(a) Press release dated November 24, 2023;

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(b) Material Change Report dated November 24, 2023;
(c) Press release dated October 1, 2024;
(d) Definitive Agreement dated September 20, 2024;
(e) Press release dated November 28, 2024;
(f) Press release dated March 25, 2025;
(g) Material Change Report dated March 28, 2025;
(h) Filing Statement dated May 15, 2025;
(i) Press release dated May 21, 2025;
(j) Press release dated June 30, 2025;
(k) Press release dated July 16, 2025;
(l) Press release dated July 22, 2025;
(m) Press release dated July 31, 2025; and
(n) Material change report dated July 31, 2025.

copies of which have been filed on SEDAR+ and are available under the Company's profile at www.sedarplus.ca.

Item 8 Date of Report

July 31, 2025