Qualifying transaction -- completed

The TSX Venture Exchange has accepted for filing Yubba Capital Corp.'s qualifying transaction, as described in its non-offering prospectus dated Oct. 16, 2023. As a result, at the opening on Tuesday, Dec. 12, 2023, the company will no longer be considered a capital pool company. the Transaction includes the following.

The company acquired all of the issued and outstanding shares of Impact Housing Corp. (the target) and issued 12,313,252 postconsolidation common shares in the capital of the company to the existing shareholders of the target (not including the common shares issued in the financings, as defined below).

Name change and consolidation

Pursuant to a resolution passed by the company's shareholders on June 21, 2023, the company has consolidated its common shares on a one-new-for-each-26.0903-old basis. The name of the company has also been changed to Impact Development Group Inc.

Effective at the opening, Tuesday, Dec. 12, 2023, the common shares of Impact Development Group will commence trading on the TSX Venture Exchange and the common shares of Yubba Capital will be delisted.

Private placement -- non-brokered

Prior to the completion of the transaction, the target completed a non-brokered private placement of convertible notes, which have been exchanged into the following securities on a postconsolidation basis in the company.

Number of shares:  1,608,596 common shares

Purchase price:  $3.62 (U.S.) per common share

Warrants:  1,608,596 common share purchase warrants to purchase 1,608,596 common shares

Warrant exercise price:  $3.62 (U.S.) until Nov. 30, 2026

Number of placees:  two placees

Total existing insider involvement:  1,608,596 (two insiders)

Note that in certain circumstances the exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

The company issued a news release dated Dec. 1, 2023, confirming the closing of the transaction and the release of net proceeds from the financings to the company.

Postconsolidation

Corporate jurisdiction:  Ontario

Capitalization:  unlimited number of common shares with no par value, of which 14,141,927 common shares are issued and outstanding

Escrow:  10,924,087 common shares

Transfer agent:  TSX Trust Company

Trading symbol:  IMPT (new)

Cusip No.:  45259H 10 5 (new)

For further information, please refer to the company's prospectus dated Oct. 16, 2023.

The resulting issuer is classified as a construction of buildings company (NAICS No. 236)

Resume trading

Further to the TSX Venture Exchange bulletin dated Dec. 1, 2022, trading in the securities of the resulting issuer will resume at the opening on Tuesday, Dec. 12, 2023.

Effective at the opening on Tuesday, Dec. 12, 2023, the trading symbol for the company will change from YUB.P to IMPT.