Trail Blazer Capital Corp. Announces Execution of Definitive Agreement for Proposed Qualifying Transaction with Juno Industries Inc. Ready to Announce with Confidence?

Vancouver, British Columbia--(Newsfile Corp. - March 25, 2026) - Trail Blazer Capital Corp. (TSXV: TBLZ.P) ("Trail Blazer" or the "Company"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into an amalgamation agreement dated March 24, 2026 (the "Agreement") with Juno Industries Inc. ("Juno", and together with the Company, the "Parties", and each a "Party") pursuant to which the Company will acquire 100% of the shares of Juno (the "Juno Shares") through the amalgamation of Juno with a wholly-owned subsidiary of Trail Blazer (the "Proposed Transaction"). It is anticipated that the Proposed Transaction will constitute the "Qualifying Transaction" of Trail Blazer in accordance with Policy 2.4 - Capital Pool Companies ("Policy 2.4") of the Exchange. The Proposed Transaction is an Arm's Length Transaction as defined by TSXV Policy 1.1 - Interpretation ("TSXV Policy 1.1"). None of the Non-Arm's Length Parties (as defined by TSXV 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 (the "Trail Blazer Shares") will be consolidated on the basis of one post-consolidation Trail Blazer Share for every six pre-consolidation Trail Blazer Shares (the "Consolidation") and each holder of Juno Shares (each, a "Juno Shareholder") will receive 1.45 post-Consolidation Trail Blazer Shares in exchange for each Juno Share.

Additionally, on the closing date of the Proposed Transaction (the "Closing Date"), outstanding stock options to acquire Juno Shares (the "Juno Options"), 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 post-Consolidation 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 (the "Resulting Issuer") 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 (the "Name Change"). Upon completion of the Proposed Transaction, approximately 64.73% of the outstanding shares of the Resulting Issuer ("Resulting Issuer Shares") will be held by existing Juno Shareholders, approximately 7.20% will be held by existing shareholders of Trail Blazer, approximately 2.88% 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% 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 8,750,000 subscription receipts (the "Subscription Receipts") at a price of $0.80 per Subscription Receipt for total gross proceeds of not less than $7,000,000 (the "Concurrent Financing"). 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 post-Consolidation 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 fund 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 finder's fees up to 5% of the gross proceeds of the Concurrent Financing and will issue finder's warrants (the "Juno Finder's Warrants") up to 5% 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 $0.80 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 1,000,000 post-Consolidation Trail Blazer Shares at a deemed price of $0.80 per post-Consolidation Trail Blazer Share (the "Finder's Fee Shares"), 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% of the Finder's Fee Shares will be released on each of the 6-month, 12-month, 18-month, and 24-month anniversaries of the date on which the Resulting Issuer Shares commence trading on the TSXV 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, British Columbia. 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 multi-domain C4ISR and operational assets into a single decision making center, with high-performance edge inference, real-time intelligence gathering, and predictive decision-making in GPS-denied environments.

Summary of Financial Information

The following 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 December 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 (CEO, President, and director), Dallas Pretty (CFO 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. Harjit S. Sajjan served in Canada's federal Cabinet for nearly a decade (2015-2025), including as Minister of National Defence, bringing a rare combination of frontline 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 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 (2015-2021), 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%, from $18.9 billion in 2016-17 to $32.7 billion by 2026- 27, 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. Hunter 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 Advisor to BTQ Technologies, a post-quantum 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 advisor 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 & 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. (CSE.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

Mrs. Tania 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, Mrs. Belisle-Leclerc led and oversaw the development and implementation of major government policies, strategies and programmes, as well as the management of responses to critical incidents and international crises. At the United Nations, Mrs. 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, Mrs. Belisle-Leclerc co-developed and launched new investment products. A trusted strategic advisor to global senior executives, Mrs. 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, Mrs. Belisle-Leclerc is driven to identify collaborative and innovative solutions.

Mrs. 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. Kevin Torvik is a former Senior Advisor 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 coordination 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. Stephen Kukucha is a leader, advisor, investor and board member who builds scalable companies. After practicing 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 Advisor, 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, Stephen graduated from the ICD-Rotman Directors Education Program and became a Member of the Institute of Corporate Directors, ICD.D.

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 at www.sedarplus.ca.

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 TSXV 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.

For further information regarding the Company and the Proposed Transaction please contact Alnesh Mohan, Chief Executive Officer at alnesh.mohan@quantumllp.com or 604 677 1766 or view the Company's public disclosure documents on www.sedarplus.ca

ON BEHALF OF THE BOARD OF DIRECTORS OF TRAIL BLAZER CAPITAL CORP.

Alnesh Mohan,

CEO

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 and the outstanding conditions are satisfied. 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 management information circular or filing statement 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

The information in this press release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward-looking statements, including statements relating to the completion of the Proposed Transaction, the proposed business of the Resulting Issuer, the completion of the Concurrent Financing, the completion of the Consolidation, the proposed directors and officers of the Resulting Issuer, the completion of the Name Change, Exchange sponsorship requirements and intended application for exemption therefrom, shareholder, director and regulatory approvals, and future press releases and disclosure. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of Trail Blazer and Juno may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although each of Trail Blazer and Juno believes that the expectations reflected in forward-looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, each of Trail Blazer and Juno disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

Neither 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 release.

Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/289903

Source: Trail Blazer Capital Corp.

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