Mr. Tom Wenz reports

IMPACT DEVELOPMENT GROUP INC. (FORMERLY YUBBA CAPITAL CORP.) ANNOUNCES CLOSING OF QUALIFYING TRANSACTION WITH IMPACT HOUSING CORPORATION

Further to Impact Development Group Inc.'s (formerly Yubba Capital Corp.) news releases dated Dec. 1, 2022, April 20, 2023, and Oct. 19, 2023, it has closed its previously announced qualifying transaction and changed its name to Impact Development Group Inc. In connection with the transaction, the company also completed a consolidation of its common shares on the basis of one postconsolidation share for every 26.0903 preconsolidation shares. Following the consolidation, there were 200,072 shares of the company issued and outstanding.

The shares are expected to resume trading on the TSX Venture Exchange as a Tier 2 real estate issuer under the ticker symbol IMPT on or around Dec. 7, 2023, subject to the TSX-V issuing its final exchange bulletin confirming completion of the transaction and its approval thereof.

The transaction was effected pursuant to a share exchange whereby the company issued its shares to shareholders of Impact Housing Corp. (IHC), incorporated in the Bahamas, in exchange for all of the shares of its wholly owned subsidiary, Impact Housing Corp., incorporated in Panama (IHC Panama).

Complete details of the terms of the transaction are set out in the prospectus dated Oct. 16, 2023, available on the resulting issuer's profile at SEDAR+.

Investors are cautioned that, except as disclosed in the prospectus, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading the securities of the resulting issuer should be considered highly speculative.

Concurrent financing

In connection with the transaction, IHC completed an issuance of convertible notes in the amount of $5,823,118 (U.S.). The convertible notes issued in the concurrent financing converted into 1,608,596 units of IHC at a price of $3.62 (U.S.) per unit. Each unit consists of one common share in the capital of IHC and one IHC share purchase warrant, and each IHC warrant is exercisable for one IHC share at an exercise price of $3.62 (U.S.) until Nov. 30, 2026. The IHC shares and IHC warrants were immediately exchanged for the company's securities upon completion of the transaction.

The transaction

In accordance with the terms of the share exchange agreement dated April 14, 2022, as amended among the company, IHC and IHC Panama, and immediately before the completion of the share exchange (as defined herein), $7,191,720 (U.S.) principal amount of outstanding debentures of IHC automatically converted into 1,997,700 IHC shares at $3.62 (U.S.) per IHC share in accordance with the terms of the IHC debentures. Additionally, outstanding debts of IHC valued at $36,936,846 were converted into 10,260,235 IHC shares at $3.62 (U.S.) in accordance with debt conversion agreements with IHC's lenders (the debt conversion).

After the completion of the conversion of the IHC debentures and debt conversion, and before the share exchange and the completion of the concurrent financing, there were an aggregate of 12,257,935 IHC shares issued and outstanding.

The IHC Panama is now a wholly owned subsidiary of the company and the outstanding securities of IHC were exchanged for securities of the resulting issuer at a ratio of one for one immediately before the completion of the transaction. In addition, the company issued 20,007 resulting issuer shares to Josh Lebovic for the introduction of IHC to the company.

Outstanding share capital and escrow

As a result of the transaction, there are an aggregate of 14,141,927 resulting issuer shares issued and outstanding, of which the previous shareholders of the company hold approximately 1.41 per cent and shareholders of IHC hold approximately 98.59 per cent, respectively.

IHC shareholders representing an aggregate of 10,824,434 resulting issuer shares and 1,608,596 warrants to purchase resulting issuer shares are subject to Tier 2 value escrow agreements under the rules of the TSX-V. In addition, the 20,007 finder's shares are subject to four-month hold period ending on March 31, 2024, in accordance with applicable securities laws.

New board and management

Upon completion of the transaction, all directors and officers of the company have resigned and were replaced by the following nominees of IHC: (a) Thomas Wenz -- chief executive officer and director; (b) Swapan Kakumanu -- chief financial officer; (c) Delia Jaramillo -- chief operating officer; (d) Joshua Lebovic -- director; (e) Raymond D. Harari -- director; (f) Sophie Galper-Komet -- director; and (g) Oscar Hilt Tatum IV -- director.

Early warning report -- Dale Wood

Mr. Wood announces his intention to file an early warning report in accordance with Multilateral Instrument 62-104 -- Take-Over Bids and Issuer Bids and National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers for securities of the resulting issuer.

Mr. Wood intends to file an early warning report in connection with the acquisition of 3,885,487 resulting issuer shares through Dale Ventures Pte. Ltd., and 4,369,644 resulting issuer shares through Dale Ventures FZE, in connection with the qualifying transaction. Mr. Wood is not involved in the management of the resulting issuer.

Immediately prior to the closing of the qualifying transaction, Mr. Wood did not, directly or indirectly, hold any shares of the company. Immediately following the closing of the qualifying transaction, Mr. Wood holds, directly or indirectly, an aggregate of 8,255,131 resulting issuer shares (representing approximately 58.37 per cent of the issued and outstanding resulting issuer shares).

The resulting issuer shares held by Mr. Wood, directly or indirectly, are subject to an applicable TSX-V escrow release schedule, as more particularly described in the prospectus.

In accordance with applicable securities laws, Mr. Wood may, from time to time and at any time, acquire additional resulting issuer shares and/or other equity, debt, or other securities or instruments (collectively, securities) of the resulting issuer in the open market or otherwise, and reserves the right to dispose of any or all of his securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the resulting issuer and other relevant factors, subject to applicable escrow restrictions. A copy of the early warning report will be filed by Mr. Wood in connection with the transaction and will be available on SEDAR+ under the resulting issuer's profile.

Early warning report -- Oscar Hilt Tatum IV

Mr. Tatum IV announces his intention to file an early warning report in accordance with Multilateral Instrument 62-104 -- Take-Over Bids and Issuer Bids and National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers for securities of the resulting issuer.

Mr. Tatum intends to file an early warning report in connection with the acquisition of 2,549,296 resulting issuer shares. Mr. Tatum is a director of the resulting issuer.

Immediately prior to the closing of the qualifying transaction, Mr. Wood did not, directly or indirectly, hold any shares of the company. Immediately following the closing of the Qualifying transaction, Mr. Tatum holds, directly or indirectly, an aggregate of 2,549,296 resulting issuer shares (representing approximately 18.03 per cent of the issued and outstanding resulting issuer shares).

The resulting issuer shares held by Mr. Tatum, directly or indirectly, are subject to an applicable TSX-V escrow release schedule, as more particularly described in the prospectus.

In accordance with applicable securities laws, Mr. Tatum may, from time to time and at any time, acquire additional securities of the resulting issuer in the open market or otherwise, and reserves the right to dispose of any or all of his securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the resulting issuer and other relevant factors, subject to applicable escrow restrictions. A copy of the early warning report will be filed by Mr. Tatum IV in connection with the transaction and will be available on SEDAR+ under the resulting issuer's profile.

About IHC and IHC Panama

Impact Development Group is a Panamanian-based real estate developer that provides affordable housing solutions to Panama's growing middle-class supported by a long-standing subsidized government program. The vision of IHC Panama is effectuated by a vertically integrated model which co-ordinates all services necessary to develop high-quality residential and commercial buildings, including land acquisition, financing, architectural, engineering, off-site manufacturing, general contracting, property management and administration.

We seek Safe Harbor.