Mr. Alnesh Mohan reports

TRAIL BLAZER CAPITAL CORP. ANNOUNCES EXECUTION OF DEFINITIVE AGREEMENT FOR PROPOSED QUALIFYING TRANSACTION WITH JUNO INDUSTRIES INC.

Trail Blazer Capital Corp. has entered into an amalgamation agreement dated March 24, 2026, with Juno Industries Inc. pursuant to which the company will acquire 100 per cent of the shares of Juno through the amalgamation of Juno with a wholly owned subsidiary of Trail Blazer. It is anticipated that the proposed transaction will constitute the qualifying transaction of Trail Blazer in accordance with Policy 2.4 -- Capital Pool Companies of the exchange. The proposed transaction is an arm's-length transaction as defined by TSX Venture Exchange Policy 1.1 -- Interpretation. None of the non-arm's-length parties (as defined by TSX-V Policy 1.1) to the company has any direct or indirect beneficial interest in Juno or its assets.

Summary of the proposed transaction

Pursuant to the terms and conditions of the agreement, the common shares in the capital of Trail Blazer will be consolidated on the basis of one postconsolidation Trail Blazer share for every six preconsolidation Trail Blazer shares and each holder of Juno shares will receive 1.45 postconsolidation Trail Blazer shares in exchange for each Juno share.

Additionally, on the closing date of the proposed transaction, outstanding stock options to acquire Juno shares, restricted share units exercisable to acquire Juno shares (Juno RSUs) and Juno finders' warrants (as defined below) will all cease to represent a right to acquire Juno shares and will provide the right to acquire postconsolidation Trail Blazer shares, all in accordance with the terms of the agreement, the Juno options, Juno RSUs and Juno finders' warrants, respectively. Neither party is required to make any deposit, advance or loan in connection with the proposed transaction.

Upon completion of the proposed transaction, the company expects that it will be listed as a Tier 2 industrial, technology and life sciences issuer on the exchange. Juno will operate as a wholly owned subsidiary of the resulting issuer and the resulting issuer will continue the business of Juno under the name Juno Industries Ltd., or such other name as determined by Juno. Upon completion of the proposed transaction, approximately 64.73 per cent of the outstanding shares of the resulting issuer will be held by existing Juno shareholders, approximately 7.20 per cent will be held by existing shareholders of Trail Blazer, approximately 2.88 per cent will be held by certain arm's-length finders in connection with the issuance of the finder's fee shares (as defined below), and approximately 25.20 per cent will be held by investors in the concurrent financing (as defined below).

Concurrent financing

In connection with the proposed transaction, Juno will undertake a non-brokered concurrent financing of not less than 8.75 million subscription receipts at a price of 80 cents per subscription receipt for total gross proceeds of not less than $7-million. Each subscription receipt will, prior to the effective time of the proposed transaction, automatically convert into such number of Juno shares that will result in the holder receiving one postconsolidation Trail Blazer shares in connection with the completion of the proposed transaction, for no additional consideration upon the satisfaction of certain escrow release conditions, including the conditional approval of the exchange for the proposed transaction and satisfaction or waiver of all of the conditions precedent to the proposed transaction as set out in the agreement.

The net proceeds from the concurrent financing will be used to finance various corporate initiatives, mergers and acquisitions, and general corporate purposes of the resulting issuer following the completion of the proposed transaction.

In connection with the concurrent financing, Juno will pay finders' fees up to 5 per cent of the gross proceeds of the concurrent financing and will issue finders' warrants up to 5 per cent of the number of subscription receipts issued under the concurrent financing. Each Juno finder's warrant will entitle the holder thereof to purchase one resulting issuer share at a price of 80 cents per resulting issuer share for a period of 24 months from the completion of the proposed transaction.

Finder's fee

In consideration of their role in introducing Juno to Trail Blazer and providing assistance in connection with the proposed transaction, Trail Blazer has agreed to pay two arm's-length finders an aggregate finder's fee of one million postconsolidation Trail Blazer shares at a deemed price of 80 cents per postconsolidation Trail Blazer share, to be issued upon closing of the proposed transaction. The issuance of the finder's fee shares remains subject to all applicable regulatory approvals, including approval of the exchange and the completion of the proposed transaction. The finder's fee shares shall be subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation, and subject to contractual resale restrictions pursuant to which 25 per cent of the finder's fee shares will be released on each of the six-month, 12-month, 18-month and 24-month anniversaries of the date on which the resulting issuer shares commence trading on the TSX-V following the completion of the proposed transaction.

Significant conditions to closing

completion of the proposed transaction is subject to a number of conditions precedent under the agreement, including, but not limited to: (i) the receipt of approval by a special majority of Juno shareholders; (ii) the proposed transaction will have become effective on or prior to the date that is 180 days from the effective date of the agreement; (iii) the conditional acceptance of the proposed transaction by the exchange, subject only to customary conditions of closing; (iv) all other consents, orders and approvals, including regulatory approvals and orders will have been obtained from the requisite authorities; (v) completion of the consolidation and name change; and (vi) the completion of the concurrent financing. The proposed transaction will not be subject to the approval of the shareholders of the company. There is no assurance that the proposed transaction will be completed on the terms proposed above, or at all.

About Juno

Juno is a Canadian company based in Vancouver, B.C. Juno is building a multidomain, full-stack technology neo prime, with a focus on advanced autonomous intelligence systems (C4ISR). Juno's mission is to create definitive strategic advantages by enhancing decision-making capabilities for Canada and its allied armed forces in harsh operational environments, with a long-term goal of building a globally relevant defence product company. Juno's current product suite includes three core offerings: (a) the Juno Spectre, a specialized sensor system currently being tested by the Canadian military that demonstrates Juno's ability to deliver fast, needs-based innovation for Canada's armed forces; (b) the Polar Nexus System, a hardened autonomous tower system for communications and advanced sensor capabilities in harsh operating environments being developed through a joint venture; and (c) Aurora, a command and control platform fusing multidomain C4ISR and operational assets into a single decision-making centre, with high performance edge inference, real-time intelligence gathering and predictive decision-making in GPS-denied environments.

Summary of financial Information

The attached table presents selected information on the financial condition and results of operations for Juno. Such information is derived from the audited financial statements of Juno for the period from incorporation to Dec. 31, 2025. The information provided herein should be read in conjunction with Juno's financial statements, which will be contained in the filing statement to be filed on SEDAR+ in connection with the proposed transaction.

Changes to board and management

Upon closing of the proposed transaction, the directors and officers of Trail Blazer will resign, and the board of directors of Trail Blazer will be reconstituted to consist of five directors. The board of directors and management of the resulting issuer is expected to include Hon. Harjit S. Sajjan (executive chairman and director), Hunter Scharfe (chief executive officer, president and director), Dallas Pretty (chief financial officer and corporate secretary), Tania Belisle-Leclerc (vice-president, strategy), Kevin Torvik (vice-president, corporation relations), Stephen Kukucha (director) and two additional directors to be determined by Juno. The following are brief descriptions of the proposed initial management and directors of the resulting issuer.

Hon. Harjit S. Sajjan -- executive chairman and director

Mr. Sajjan served in Canada's federal Cabinet for nearly a decade (2015 to 2025), including as Minister of National Defence, bringing a rare combination of front-line military experience, geopolitical insight and international development leadership to national and global decision-making tables.

Before entering politics, Mr. Sajjan served as a decorated officer in the Canadian Armed Forces, completing multiple overseas deployments, including in Bosnia and Afghanistan. Mr. Sajjan played a critical role in NATO (North Atlantic Treaty Organization) operations and earned commendations for his operational planning and leadership. Simultaneously, he served as a detective with the Vancouver Police Department, focusing on organized crime investigations. This dual-track career shaped his critical analysis approach to crisis management in government and on the international stage.

As Canada's Minister of National Defence (2015 to 2021), Mr. Sajjan led a major modernization of defence policy through strong, secure, engaged, a 20-year strategic plan backed by $553-billion in funding. Under Mr. Sajjan's leadership, Canada committed to increasing annual defence spending by 73 per cent, from $18.9-billion in 2016 to 2017 to $32.7-billion by 2026 to 2027, reaffirming the nation's commitment to NATO and global security. Mr. Sajjan oversaw Canada's contributions to NATO and G7 missions, led complex procurement initiatives and responded to emerging threats, including cyber warfare, hybrid conflicts and Arctic sovereignty. Mr. Sajjan worked closely with allied governments, defence industries and intelligence agencies across North America, Europe and the Indo-Pacific.

With deep relationships worldwide, including Washington, Brussels and key multilateral institutions, Mr. Sajjan is uniquely positioned to advise on geopolitical risk, defence-sector investments and cross-border strategic growth. Mr. Sajjan's ability to synthesize national security, development finance and foreign policy has made him a sought-after voice on global strategy.

Hunter Scharfe -- chief executive officer, president and director

Mr. Scharfe is the CEO and co-founder of Juno Industries. Mr. Scharfe is an entrepreneur and financier with nearly a decade of experience as a builder and backer of high-growth technology companies.

Mr. Scharfe was most recently a senior adviser to BTQ Technologies, a postquantum cybersecurity solutions company recently listed on Nasdaq (symbol: BTQ). Prior to founding Juno Industries, Mr. Scharfe spent five years as a partner at a Toronto-based technology merchant bank, where he served as either a board member or adviser to several portfolio companies in emerging sectors such as artificial intelligence and decentralized infrastructure. Mr. Scharfe holds a bachelor of commerce from the University of Toronto's Rotman School of Management.

Mr. Scharfe envisions a new paradigm where Canada is better equipped to confront threats to its sovereignty and flourishes as a defence leader and partner to its allies. Mr. Scharfe is deeply committed to advancing Canada, including at the provincial level. He was recently appointed to Vancouver lead for Build Canada, a non-profit and non-partisan entity made up of entrepreneurs, leaders and motivated citizens committed to driving Canada's growth.

Dallas Pretty -- chief financial officer and corporate secretary

Mr. Pretty has 25 years of financial management and executive leadership experience, holds designations as a chartered professional accountant (CPA) and chartered accountant (CA) and a degree in business administration. Former assurance group officer at KPMG focused on audit, financial reporting and regulatory compliance, Mr. Pretty has served several public companies in chief financial officer and director capacities, including chief financial officer of Marble Financial Inc. (Canadian Securities Exchange: MRBL) and INECTO Systems. Mr. Pretty currently serves as a principal at Black Tusk Advisory Services, providing financial and capital markets services.

Tania Belisle-Leclerc -- vice-president, strategy

Ms. Belisle-Leclerc brings more than two decades of experience in international security, defence, intelligence, trade, diplomacy and geopolitics. As the former director of policy for the Ministers of Foreign Affairs and National Defence, Ms. Belisle-Leclerc led and oversaw the development and implementation of major government policies, strategies and programs, as well as the management of responses to critical incidents and international crises. At the United Nations, Ms. Belisle-Leclerc led strategic planning and crisis management at both headquarters and in conflict zones, working with military and security forces from around the world, including on training and security sector reforms. At Goldman Sachs, Ms. Belisle-Leclerc co-developed and launched new investment products. A trusted strategic adviser to global senior executives, Ms. Belisle-Leclerc is an expert leader of interdisciplinary teams and manager of complex operations and change management processes. With a proven record of delivery in challenging contexts, Ms. Belisle-Leclerc is driven to identify collaborative and innovative solutions.

Ms. Belisle-Leclerc holds a master of arts degree in law and diplomacy from the Fletcher School at Tufts University and a bachelor of arts in international relations from Brown University.

Kevin Torvik -- vice-president, corporate relations

Mr. Torvik is a former senior adviser to Canada's Minister of National Defence, corporate executive and law enforcement leader. He brings proven expertise in relationship building, stakeholder engagement and strategic partnership co-ordination across federal, provincial, municipal, international governments and corporate organizations. Over 23 years in law enforcement, Mr. Torvik led complex operations, and in the private sector, has advised prominent decision makers on enterprise risk, intelligence, relationship building and organizational transformation. He also co-founded a nationally recognized youth leadership initiative, advancing empowerment and community impact for young Canadians.

Stephen Kukucha -- director

Mr. Kukucha is a leader, adviser, investor and board member who builds scalable companies. After practising law and working in politics, Mr. Kukucha led the external affairs group at Ballard Power Systems. Following Ballard, Mr. Kukucha founded a renewable power company and two strategic advisory firms. Current engagements include partner PacBridge Partners (private equity), CEO, Encore Technology Corp., and senior adviser, Fort Capital partners.

Current board and advisory appointments include the Nasdaq-listed DevvStream Corp. and GreenFoot Energy Solutions. Mr. Kukucha previously sat on the board of Sustainable Development Technologies Canada (SDTC). In September, 2022, Mr. Kukucha graduated from the ICD-Rotman Directors Education program and became a member of the Institute of Corporate Directors, ICDD.

Other information relating to the proposed transaction

Additional information concerning the proposed transaction, Trail Blazer, Juno and the resulting issuer will be provided in the disclosure document to be filed by Trail Blazer in connection with the proposed transaction and which will be available under Trail Blazer's SEDAR+ profile.

Trading halt

Trading of the Trail Blazer shares has been halted as a result of the announcement of the proposed transaction and Trail Blazer expects that trading will remain halted pending closing of the proposed transaction, subject to the earlier resumption upon exchange acceptance of the proposed transaction and the filing of required materials in accordance with exchange policies.

Sponsorship

Sponsorship of a qualifying transaction is required by the exchange unless a waiver from the sponsorship requirement is obtained. Trail Blazer intends to apply for a waiver from sponsorship for the proposed transaction. There is no assurance that a waiver from this requirement will be obtained. The parties intend to provide any additional information regarding sponsorship at a later date, once determined by the parties. In the event that the exchange does not grant an exemption from the sponsorship requirements of the exchange, the parties would be required to engage a sponsor.

About Trail Blazer Capital Corp.

The company is designated as a capital pool company under TSX-V Policy 2.4. The company has not commenced commercial operations and has no assets other than cash. The company's objective is to identify and evaluate businesses or assets with a view to completing a qualifying transaction. Any proposed qualifying transaction must be approved by the exchange and, in the case of a non-arm's-length qualifying transaction, must also receive majority approval of the minority shareholders. Until the completion of a qualifying transaction, Trail Blazer will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed qualifying transaction.

We seek Safe Harbor.