Calgary, Alberta–(Newsfile Corp. – October 22, 2024) – Composite Alliance Group Inc. TSXV: CAG (the “Company” or “CAG“) announces that its subsidiary, Techni Modul Engineering S.A. (“TME“), has obtained a loan facility (the “Loan“) of up to €1,500,000 from a related party, Team Alpha Limited (“TAL“), which Loan is unsecured, shall bear interest at a rate of 5.3% per annum, and matures on December 31, 2027. TME may draw down on the Loan from time to time to finance TME’s working capital. TAL is an entity controlled by Jim Hsieh, a director and shareholder of the Company.

Related Party Participation

The Loan is being provided by an entity controlled by an insider of CAG. As an insider of the Company participated in this transaction, it is deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions (“MI 61-101“).

Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed. Since the Loan is not convertible into shares of CAG, there will be no effect on the voting interests of any related parties. The Loan was approved by all of the directors of CAG, except for Jim Hsieh who abstained from voting.

The entering into of the Loan is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it is a distribution of securities for cash and neither the fair market value of the securities distributed to, nor the consideration received from, interested parties exceeded $2,500,000.

Forward-Looking Statements

This news release may contain certain forward-looking information and statements. Statements containing the words: ‘believes’, ‘intends’, ‘expects’, ‘plans’, ‘seeks’ and ‘anticipates’ and any other words of similar meaning are forward-looking. All statements included herein involve various risks and uncertainties because they relate to future events and circumstances beyond the Company’s control. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company’s disclosure documents on the SEDAR+ website at www.sedarplus.ca. Any forward-looking statements are made as of the date of this press release and the Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

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