Mr. Jared Bottoms reports

CELESTIAL ANNOUNCES PROPOSED QUALIFYING TRANSACTION SPIN-OUT ACQUISITION OF NOKIA'S SPACE COMMUNICATION SOLUTIONS BUSINESS UNIT AND SCOTIABANK LED US$40,000,000 FINANCING

Celestial Acquisition Corp. has entered into a business combination agreement dated April 15, 2026, with Nokia Solutions and Networks Oy, Nokia of America Corp. and Modulate Space Corp., pursuant to which the parties will complete a transaction that will result in a reverse takeover of Celestial by Nokia Oyj's space communication solutions business (Modul8), which operates as part of Nokia's renowned research and development organization, Nokia Bell Labs. Following completion of the proposed transaction, Celestial will continue the business of Modul8 under the name Modul8 Corp.

In connection with the proposed transaction, the parties are also pleased to announce that they have engaged Scotia Capital Inc. as lead agent, on behalf of a syndicate of agents, to complete a brokered financing of subscription receipts for gross proceeds of $40-million (U.S.).

John Dow, chief executive officer and co-founder of Modul8, said: "This transaction represents an exciting opportunity to unlock the next phase of growth for our space communication solutions business. By establishing Modul8 as a focused, independent company, we believe it will be better positioned to access dedicated growth capital, accelerate innovation and serve the rapidly expanding space economy while continuing to build on its strong technical foundation developed within Nokia Bell Labs. With Celestial and Scotiabank, we are well positioned with the right partners to begin our journey as a publicly listed company in Toronto."

Marek Lorenc, director and board chair of Celestial, said: "Since inception, our mission has been to identify and pursue high-growth opportunities that deliver pure play exposure to space equities. We are honoured to be entrusted by Nokia and Nokia Bell Labs, among the world's most respected corporations and pre-eminent research institutions, to partner in the growth of this exceptional technology with a distinguished executive team."

Jared Bottoms, chief executive officer of Celestial, said: "The future space economy requires communications infrastructure as ubiquitous and unified as we have on Earth. Connections between satellites, stations, landers, astronauts, sensors and beyond must be ever available and without a burden to use. Leveraging decades of leading telecom experience and space heritage, together with access to sophisticated capital, we expect that the highly experienced team at Modul8 will be positioned to bring these modernizations to space communications, unlocking critical infrastructure for the growth of the space economy."

About Modul8

Modul8 is the newly launched brand name for Nokia's space communication solutions business and currently operates as a venture within Nokia Bell Labs where it designs, develops and deploys communication and compute solutions, including hardware, software, applications and services for demanding mission-critical space environments. Modul8 is rapidly upgrading traditional in-space communications through the application of advanced, proven standards-based cellular, WiFi, and free space optical communications technologies and deep expertise. In March, 2025, the Modul8 team deployed and operationalized the first cellular communications network on the moon as part of the Intuitive Machines IM-2 mission. Modul8 is currently engaged with Axiom Space to integrate cellular communications capabilities into the Axiom extravehicular mobility unit next-generation spacesuit designed for lunar exploration as part of NASA's Artemis program.

Executive leadership

The core of the executive leadership team that will be joining Modul8 as part of the proposed transaction includes the following.

John Dow -- chief executive officer and co-founder, Modul8

Mr. Dow currently serves as general manager of Modul8 under Nokia Bell Labs and is a co-founder of Modul8. He previously served as vice-president, strategic initiatives -- corporate strategy and technology group, and general manager and global head of disruptive network innovations at Nokia.

He is a highly experienced entrepreneur with decades leading technology innovations as chief executive officer, general manager and senior executive. As vice-president of Alcatel-Lucent's Americas wireless business, where he led significant revenue growth and profitability during his tenure. He also led the market introduction of Alcatel-Lucent's small cell, driving significant revenue growth and market expansion under his leadership. While an executive at Fortress Technologies, he was the architect of the company's strategic shift into secure wireless communications, a decision that ultimately led to the company's acquisition by General Dynamics.

Dr. Thierry E. Klein -- chief technology and research officer and co-founder, Modul8

Mr. Klein currently serves as president of Bell Labs Solutions Research at Nokia and is a co-founder of Modul8.

He is a world-renowned researcher, an innovation leader and an IEEE fellow. He has over 25 years of experience in communication networking and information technologies, and has led countless research and innovation projects and cross-disciplinary industrial partnership engagements, including the 5G Automotive Association and the GreenTouch Consortium. He previously served as chief technology officer and founder of Alcatel-Lucent's rapidly deployable networks venture.

He earned an MS in mechanical engineering and an MS in electrical engineering from the Universite de Nantes and the Ecole Centrale de Nantes in Nantes, France. He received a PhD in electrical engineering and computer science from the Massachusetts Institute of Technology, United States. He is an author on over 35 peer-reviewed conference and journal publications and an inventor on 36 patent applications. In 2010, he was voted technologist of the year at the Total Telecom world vendor awards and received the 2016 industrial innovation award from the IEEE Communications Society. He has been broadly recognized as an innovation leader, selected on the BINJE's best power list 2026, the NJBIZ power 100 list (2025 and 2026) and the New Jersey ROI influencers: power list super 75 (2025 and 2026), and recognized with the New Jersey innovate 100 award (2024).

Janet Kumpu -- chief operating officer and interim chief financial officer, Modul8

Ms. Kumpu currently serves as chief operating officer and chief financial officer of Modul8 under Nokia Bell Labs, following a highly distinguished career in business operations, finance and executive leadership.

She has held senior executive roles, including general manager, president, COO and CFO for early-stage start-ups and Fortune 500 companies, driving growth through organic expansion, mergers and acquisitions, and integration. She served as president and chief operating officer of Fortress Technologies, a secure tactical wireless communications provider, leading it from start-up to eventual sale to General Dynamics, where she continued as business unit director and vice-president, federal strategic sales and business development. She has deep experience leading large-scale defence and national security operations, driving strategic partnership integration into ACAT1 programs for mission-critical communication platforms.

Zeev Lubenski -- vice-president of engineering, Modul8

Mr. Lubenski currently serves as head of engineering at Modul8 under Nokia Bell Labs. An accomplished technology leader, he has more than 30 years of research and development experience.

He has worked as a global leader with multinational and distributed R&D environments and built and led large R&D teams from inception to maturity in both start-ups and large companies across the full product life cycle management and delivery from the prototype to deployment and operations. He has deep technical knowledge in all aspects of telecommunications, including deployable networks with a broad end-to-end architectural view.

It is anticipated that substantially all of the current directors and officers of Celestial will resign from their respective positions upon closing of the proposed transaction, with the resulting issuer (hereinafter defined) board of directors being composed of five individuals, a majority of whom will be independent. Celestial and Nokia will be working jointly to identify and select board candidates and other senior officers to join Modul8 in executing on the company's existing market and expansion opportunities.

The proposed transaction

Pursuant to the terms and conditions of the definitive agreement, Celestial will acquire, in exchange for the issuance of resulting issuer shares (as defined below) to NSN (a wholly owned subsidiary of Nokia existing under the laws of Finland) and to shareholders of MSC U.S. (a Texas incorporated entity): (i) certain patents and intellectual property licences from NSN (which intellectual property assets will be transferred concurrently with the completion of the proposed transaction to a newly formed and wholly owned Ontario incorporated subsidiary of Celestial); and (ii) certain operating business assets (which will be transferred concurrently from NOAC to MSC U.S.), including software, hardware, a lease to Modul8's operating facility in Texas, and other unregistered intellectual property such as, among other things, know-how and trade secrets, through the acquisition of MSC U.S., in each case required for the operation of the Modul8 business.

In connection with the completion of the proposed transaction, the outstanding common shares of Celestial are currently expected to be consolidated on the basis of one postconsolidation Celestial common share for up to every 3.0833 existing Celestial shares, and Celestial will effect its name change to Modul8 Corp.

The financing will be completed into a newly incorporated Ontario entity (Finco) that, following the satisfaction or waiver of certain customary escrow release conditions, will complete a three-cornered amalgamation with a newly formed subsidiary of Celestial. All former holders of subscription receipts of Finco will receive one freely trading postconsolidation common share of the resulting issuer for each subscription receipt held. Following the conversion, on a non-diluted basis, it is expected that approximately 50 million resulting issuer shares will be outstanding, and former shareholders of Celestial will hold approximately 6 per cent of the outstanding resulting issuer shares, former holders of subscription receipts will hold approximately 33.33 per cent of the outstanding resulting issuer shares, NSN will hold approximately 40.67 per cent of the outstanding resulting issuer shares and former shareholders of MSC U.S. will hold approximately 20 per cent of the outstanding resulting issuer shares. The proposed transaction is at arm's length, and, if completed, it will constitute Celestial's qualifying transaction as such term is defined in Policy 2.4 of the TSX Venture Exchange.

Completion of the proposed transaction is subject to conditions customary of a transaction of this nature, including, among others, receipt of all regulatory and exchange approvals, completion of the financing, the consolidation, and the name change. In connection with the financing, the agents will receive a cash commission of 6 per cent in respect of the financing proceeds, which amount shall be reduced to 3 per cent in respect of amounts from certain president's list purchasers.

Additional information

Additional information concerning the proposed transaction will be provided in subsequent press releases and in Celestial's non-offering prospectus to be prepared in connection with the proposed transaction, which will be accessible under Celestial's SEDAR+ profile.

All information contained in this press release with respect to Celestial and Nokia was supplied by or from the respective party for inclusion herein, without independent review by the other party. Each party has relied on the other party for any information concerning the other.

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and, if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

In accordance with the policies of the exchange, trading in Celestial shares has been halted and is not expected to resume trading until completion of the proposed transaction or until the exchange receives the requisite documentation to resume trading. It is intended that the resulting issuer will be listed on the exchange as a Tier 1 issuer, subject to exchange approval.

About Nokia Solutions and Networks Oy

Nokia is a global leader in connectivity for the artificial intelligence era. With expertise across fixed, mobile and transport networks, it is advancing connectivity to secure a brighter world.

About Celestial Acquisition Corp.

Celestial is the first and only capital pool company listed on the TSX Venture Exchange that is focused on the space sector. Celestial is part of a larger platform and network of sophisticated technicians, industry professionals and impact capital whose mission it is to expand the space tech ecosystem in Canada by attracting exciting growth-stage new space companies to the Canadian capital markets and supporting their growth and success.

We seek Safe Harbor.