Mr. Hunter Scharfe reports

JUNO INDUSTRIES COMPLETES QUALIFYING TRANSACTION

Juno Industries Ltd. (formerly, Trail Blazer Capital Corp.) has completed its acquisition of Juno Industries Inc., which constitutes the qualifying transaction of the company pursuant to TSX Venture Exchange Policy 2.4 -- Capital Pool Companies.

Subject to receipt of final approval of the exchange, it is anticipated that the common shares of the company will commence trading on the exchange under the ticker symbol JUNO on or about Oct. 22, 2026, as a Tier 2 industrial, technology and life sciences issuer.

The transaction

Prior to completing the transaction, the company changed its name from Trail Blazer Capital Corp. to Juno Industries Ltd. and consolidated its share capital on the basis of six (old) common shares for one (new) common share.

Pursuant to the terms of the transaction, the company acquired all of the issued and outstanding shares of Juno Industries through a three-cornered amalgamation involving a wholly owned subsidiary of the company and Juno Industries. All outstanding securities of Juno Industries were exchanged for postconsolidation securities of the company on a 1:1.45 basis (the exchange ratio). In connection with the transaction, the company issued 22,474,996 common shares to former shareholders of Juno Industries. Juno Industries will operate as a wholly owned subsidiary of the company and the company will continue the business of Juno Industries. Further details regarding the transaction can be found in the company's filing statement dated Oct. 13, 2026, filed under the company's profile on SEDAR+.

In connection with the transaction, in accordance with the requirements of the exchange, certain securityholders of the company have entered into an exchange Form 5D escrow agreement in respect of 9,782,976 common shares, 122,500 stock options and 1,786,424 restricted share units (each, an RSU) of the company. Under the terms of the escrow agreement, 10 per cent of such escrowed securities will be released upon issuance of the final bulletin of the exchange in respect of the transaction, with subsequent 15 per cent releases occurring six, 12, 18, 24, 30 and 36 months from such date.

Concurrent financing

As previously announced, Juno Industries completed a non-brokered subscription receipt financing in two tranches on each of April 24, and April 30, 2026, for gross proceeds of $12-million. In connection with the completion of the transaction, each subscription receipt converted into such number of Juno Industries shares that resulted in the holder receiving one postconsolidation common share for each subscription receipt held after giving effect to the exchange ratio and such subscription receipt shares were immediately exchanged for postconsolidation common shares pursuant to the transaction. In connection with the conversion of the subscription receipts, the proceeds of the SR offering were released from escrow.

In connection with the SR offering, on closing of the transaction, Juno Industries paid eligible arm's-length finders aggregate cash finders' fees of $209,100 and the company issued 262,180 finders' warrants to purchase common shares. Each finder's warrant entitles the holder thereof to purchase one common share at a price of 80 cents per common share, until Oct. 16, 2028. The arm's-length finders that were compensated in connection with the SR offering were Ventum Financial Corp., Haywood Securities Inc., Acumen Capital Finance Partners Ltd., BMO Nesbitt Burns Inc., Canaccord Genuity Corp., Research Capital Corp., Harbourfront Wealth Management Inc. and Leede Financial Inc.

In connection with the SR offering, Juno Industries also entered into an advisory agreement with Canaccord whereby Canaccord provided advisory services in connection with the SR offering. As consideration for Canaccord's services, on closing of the transaction, the company paid Canaccord: (i) a cash corporate finance fee of $40,000 (exclusive of applicable taxes); and (ii) issued 150,000 postconsolidation common shares at a deemed price of 80 cents per common share, subject to a contractual restriction on resale pursuant to which one-third of the common shares issued to Canaccord will be released on each of the sixth, 12th and 18th month anniversaries of the closing date of the transaction.

The net proceeds from the SR offering will be used to finance various corporate initiatives, mergers and acquisitions, and general corporate purposes of the company following the completion of the transaction. For more information, refer to the company's filing statement, which is available under the company's profile on SEDAR+.

Board and management

In connection with the completion of the transaction, the company is pleased to announce its board of directors as follows: Hon. Harjit S. Sajjan, Hunter Scharfe, Stephen Kukucha, Joseph Guy Claude Yves Rochette and Alnesh Mohan. In addition, the company is pleased to announce its executive management as follows: Hunter Scharfe (chief executive officer and president), Harjit S. Sajjan (executive chairman) and Dallas Pretty (chief financial officer and corporate secretary).

option and restricted share unit grants

In connection with closing of the transaction, the company has granted a total of 2,256,000 company options, and 2,261,875 RSUs to certain directors, officers, employees and consultants of the company pursuant to the company's omnibus equity incentive plan.

Each company option is exercisable to acquire one postconsolidation common share at an exercise price of 80 cents per common share. The company options shall vest over periods ranging from immediately upon grant to two years from date of grant, with 2,131,000 options expiring three years from the date of grant and 125,000 options expiring five years from date of grant.

Each RSU expires three years from the grant date, with 2,324,375 RSUs vesting on the date that is one year from the date of grant and 62,500 RSUs vesting on the date that is two years following the date of grant.

All company options and RSUs are subject to the terms of the plan, applicable securities law hold periods and the policies of the exchange.

Investor relations

Milestone Capital Partners -- IFZA

On Oct. 1, 2026, Juno Industries entered into a consulting services agreement with Milestone Capital Partners -- IFZA and the principal of Milestone, Christian Klingebiel of Silicon Oasis, Dubai, United Arib Emirates, pursuant to which Milestone was engaged as a non-exclusive consultant to assist in Juno Industrie's marketing program. Milestone is a Dubai-based digital marketing and corporate development company that specializes in providing marketing services, including newsletter mailings, introductions to industry professionals and European marketing outreach services. The services to be provided under the Milestone agreement constitute investor relations activities as defined in applicable securities laws and the policies of the exchange. The Milestone agreement has a term of six months from the effective date thereof, and may be terminated by Juno Industries at any time upon 14-day written notice. As compensation for the services, Juno Industries agreed to pay Milestone a total of $400,000, of which Juno Industries paid a prior deposit of 25,000 euros (equivalent of $41,624) on or about June 17, 2026, with the remaining balance of $358,376 becoming due and payable upon completion of the transaction. In addition, Juno Industries agreed to grant Mr. Klingebiel a total of 250,000 company options (consisting of: 69,000 options of Juno Industries issued April 10, 2026 (which were subsequently cancelled and reissued to Mr. Klingebiel personally on Oct. 1, 2026), which were exchanged for 100,000 company options upon closing of the transaction with an exercise price of 55 cents per common share based on the exchange ratio; and 150,000 company options issued on closing of the transaction) with an exercise price of 80 cents per share and a term of three years from the applicable date of issue, with 50 per cent of such options vesting on the first anniversary of the closing date of the transaction and the remaining 50 per cent vesting on the second anniversary of closing date of the transaction. Milestone is also entitled to reimbursement of all direct, preapproved and reasonable expenses incurred in performing the services. The company assumed the Milestone agreement upon closing of the transaction. As of the date hereof, apart from the company options, to the company's knowledge, Milestone (including its directors and officers) does not own any securities of the company, does not have any right or intention to acquire securities of the company, has an arm's-length relationship with the company, and, apart from the company options, the company will not issue any securities to Milestone as compensation for its marketing services.

Sophic Capital Inc.

On March 19, 2026, Juno Industries entered into a capital markets advisory agreement, as amended on Sept. 3, 2026, with Sophic Capital Inc., pursuant to which Sophic, through authorized representative Sean Peasgood, was engaged to provide capital markets advisory services to Juno Industries. Sophic is a Toronto-based capital markets advisory company, that specializes in providing capital markets advisory and investor relations services, including developing investor communications plans, contacting sell-side analysts and buy-side investors, organizing investor road shows, and assisting with press releases and conference calls. The services to be provided under the Sophic agreement constitute investor relations activities as defined in applicable securities laws and the policies of the exchange. The Sophic agreement has an initial term of 12 months from the effective date thereof, and automatically renews for successive six-month periods on the same terms and conditions unless either party provides the other with 30-day written notice of termination at any time after the first six months of the initial term. As compensation for the services, Juno Industries agreed to pay Sophic a monthly fee of $8,000 plus applicable taxes, invoiced on the first day of each month and payable within 30 days. In addition, Juno Industries agreed to grant Sophic a total of 137,931 options of Juno Industries on April 10, 2026, with an exercise price of 80 cents per share of Juno Industries (and such options will be exchanged for 200,000 company options exercisable at 55 cents per common share on closing of the transaction based on the exchange ratio), vesting quarterly in four equal tranches on each of the third, sixth, ninth and 12th month anniversaries from the date of issuance. On Sept. 3, 2026, the parties amended the terms of the Sophic agreement whereby Juno Industries agreed to grant Sophic an additional 125,000 company options on closing of the transaction with an exercise price of 80 cents per common share, vesting quarterly in four equal tranches of 31,250 options on each of the third, sixth, ninth and 12th month anniversaries from the date of issuance. Such options will each expire on the earlier of (i) 90 days after the termination of the engagement and (ii) three years from the date of issuance.

Sophic is also entitled to reimbursement of all preapproved and reasonable expenses incurred in performing the services. The company assumed the Sophic agreement upon the closing of the transaction. As of the date hereof, apart from the company options, to the company's knowledge, Sophic (including its directors and officers) does not own any securities of the company, does not have any right or intention to acquire securities of the company, has an arm's-length relationship with the company, and, apart from the company options, the company will not issue any securities to Sophic as compensation for its marketing services.

Dig Media Inc. doing business as Investing News Network

On June 25, 2026, Juno Industries entered into an investing news campaign agreement (the INN agreement) with Dig Media Inc. doing buiness as Investing News Network (INN) pursuant to which INN, through authorized representative Mike Rodger, was engaged to provide capital markets advertising and campaign services to Juno Industries. Dig Media is a digital media and investor outreach company based in Vancouver, B.C., that specializes in providing data-driven advertiser profiles, banner advertising, press release syndication, newsletter coverage, executive video content, investor lead generation and campaign analytics services to public companies seeking investor awareness. The services to be provided under the INN agreement constitute investor relations activities as defined in applicable securities laws and the policies of the exchange. The INN agreement has a campaign term of six months, commencing on July 2, 2026, and ending on Jan. 2, 2027, or such later date as may be agreed to in writing by the parties and accepted by the exchange. Juno Industries may terminate the INN agreement for convenience upon 30-day prior written notice to INN, provided that all fees have been paid, any non-refundable deposit paid to INN shall be forfeited, and INN shall be entitled to retain payment for all campaign services. Either party may also terminate the INN agreement immediately upon written notice if the other party materially breaches the INN agreement and fails to cure such breach within 15 calendar days of receiving written notice, becomes insolvent or makes a general assignment for the benefit of creditors, or ceases to carry on business. As compensation for the services, Juno Industries agreed to pay INN a total fee of $22,000 plus applicable taxes. A deposit of $11,000 plus applicable taxes is due within seven calendar days of the contract date, with the remaining balance of $11,000 plus applicable taxes payable in one instalment on Sept. 12, 2026. The company assumed the INN agreement upon the completion of the transaction. As of the date hereof, to the company's knowledge, INN (including its directors and officers) does not own any securities of the company, does not have any right or intention to acquire securities of the company, has an arm's-length relationship with the company, and, the company will not issue any securities to INN as compensation for its marketing services.

Native Ads Inc.

On Oct. 1, 2026, Juno Industries entered into a master services agreement with Native Ads Inc., through authorized representative Jon Malach, pursuant to which Native Ads was engaged to provide digital marketing services to Juno Industries, including: sponsored article development, banner ad creative development, video production, native ad creative development, Web and microsite development, and other digital marketing services. Native Ads is a New York-based strategic digital media and marketing company that provides digital media content development, media buying and distribution, and campaign analytics services, including sponsored article placement, programmatic advertising, social media distribution and campaign reporting, to its clients. The services to be provided under the Native Ads agreement constitute investor relations activities as defined in applicable securities laws and the policies of the exchange. The Native Ads agreement has a term commencing on the effective date and continuing until the conclusion of the campaign, which is currently estimated to be approximately 24 months, unless terminated earlier in accordance with its terms. As compensation for the services, Juno Industries agreed to a total campaign budget of $125,000 (U.S.), payable in accordance with agreed payment schedules, of which a prepayment of $25,000 (U.S.) was paid to Native Ads on or about Aug. 19, 2026, and will be credited against the $125,000 (U.S.) campaign budget. The Native Ads agreement may be terminated by Juno Industries in certain circumstances, including upon 30-day written notice by Juno Industries, and any unspent portion of the campaign budget is to be returned to Juno Industries upon termination. As of the date hereof, to the company's knowledge, Native Ads (including its directors and officers) does not own any securities of the company, does not have any right or intention to acquire securities of the company, has an arm's-length relationship with the company, and, the company will not issue any securities to Native Ads as compensation for its marketing services.

David Lin (dba DCWL Media Ventures Ltd.)

On Oct. 1, 2026, Juno Industries entered into a consulting services agreement with Mr. Lin, on behalf of DCWL Media Ventures Ltd. (DCWL), pursuant to which Mr. Lin was engaged to provide marketing and media services to Juno Industries. David Lin, on behalf of DCWL Media Ventures Ltd. is a Vancouver, B.C.-based, digital marketing and media company that specializes in providing digital marketing and corporate development services, including the creation and publication of executive interviews and promotional content on its media platform, to reporting and non-reporting public companies. The services to be provided under the Mr. Lin agreement constitute investor relations activities as defined in applicable securities laws and the policies of the exchange. The Mr. Lin agreement commenced on the effective date and continues until completion of the contracted services, unless terminated earlier in accordance with its terms. As compensation for the services, Juno Industries agreed to pay Mr. Lin a total fee of $10,000 plus applicable taxes, payable upon completion of the services and delivery of the agreed materials. The Mr. Lin agreement may be terminated by Juno Industries at any time with 14-day written notice provided that the remuneration is paid in full. As of the date hereof, to the company's knowledge, DCWL (including its directors and officers) does not own any securities of the company, does not have any right or intention to acquire securities of the company, has an arm's-length relationship with the company, and, the company will not issue any securities to DCWL as compensation for its marketing services.

Departures Capital Inc.

On June 1, 2026, Juno Industries entered into a service agreement with Departures Capital Inc., pursuant to which Departures, through authorized representative Aaron Missere, was engaged to provide strategic consulting, investor communications and digital media services to Juno Industries. Departures is a digital marketing and corporate development company based in Vancouver, B.C., that specializes in providing branded video content creation and distribution, branded landing page development, and investor relations marketing services to its clients. The services to be provided under the Departures agreement constitute investor relations activities as defined in applicable securities laws and the policies of the exchange. The Departures agreement has a term of six months from the effective date thereof, unless terminated earlier in accordance with its terms. The Departures agreement may be terminated by Juno Industries upon 14-day written notice. As compensation for the services, Juno Industries agreed to pay Departures a total fee of $20,000 plus applicable taxes, payable with 25 per cent due upon TSX Venture Exchange acceptance and the remaining balance payable in equal monthly instalments over the term of the agreement. The $20,000 plus applicable tax payment was paid to Departures on or about June 11, 2026. As of the date hereof, to the company's knowledge, Departures (including its directors and officers) does not own any securities of the company, does not have any right or intention to acquire securities of the company, has an arm's-length relationship with the company, and, the company will not issue any securities to Departures as compensation for its marketing services.

Peter Epstein (dba Epstein Research)

On Oct. 16, 2026, Juno Industries entered into a promotional services agreement with Peter Epstein, on behalf of Epstein Research, pursuant to which Epstein was engaged to provide promotional services to increase awareness of Juno Industries and its securities. Peter Epstein, operating as Epstein Research, is a digital marketing and corporate development consultant based in Upper Saddle River, N.J., that specializes in providing digital marketing and corporate development services, including through written articles and company interviews, social media and on-line advertising across platforms such as CEO.ca, LinkedIn, substack, Twitter/X and StockHouse, and the sharing of content across social media platforms. The services to be provided under the Epstein agreement constitute investor relations activities as defined in applicable securities laws and the policies of the exchange. The Epstein agreement has a term of approximately six weeks from the effective date thereof, unless terminated earlier in accordance with its terms. The Epstein agreement may be terminated by Juno Industries upon 14-day written notice. As compensation for the services, Juno Industries agreed to pay Epstein a total fee of $3,660 (U.S.), payable in full upon receipt of an invoice from Epstein. As of the date hereof, to the company's knowledge, Epstein does not own any securities of the company, does not have any right or intention to acquire securities of the company, has an arm's-length relationship with the company, and, the company will not issue any securities to Epstein as compensation for its marketing services.

Rich TV Live Inc.

On Oct. 16, 2026, Juno Industries entered into a consulting services agreement with Rich TV Live Inc., pursuant to which Rich TV, through authorized representative Iman Khatam, was engaged to provide digital media and consulting services to the company. Rich TV Live is a Vancouver, B.C.-based, digital marketing and corporate development company that specializes in providing digital marketing and corporate development services, including through the creation and distribution of video content across platforms such as YouTube, LinkedIn, Facebook, Instagram, Pinterest, Anchor Podcast, Reddit, StockTwits, Telegram, Twitter, Discord and Slack, distribution of company news through e-mail to its database, and chat room management. The services to be provided under the Rich TV agreement constitute investor relations activities as defined in applicable securities laws and the policies of the exchange. The Rich TV agreement provides for a three-month term commencing on the effective date of the Rich TV agreement and may be renewed upon mutual agreement of the parties. The agreement may be terminated by the company upon 10-day written notice. As compensation for the services, the company agreed to pay Rich TV an aggregate fee of $10,000 (plus applicable taxes), which includes the production and distribution of four video features per month, dissemination of company news through RichTV.io databases and management of on-line chat rooms. Compensation is due and payable to Rich TV upon presentation of associated invoices by Rich TV to Juno Industries. As of the date hereof, to the company's knowledge, Rich TV (including its directors and officers) does not own any securities of the company, does not have any right or intention to acquire securities of the company, has an arm's-length relationship with the company, and, the company will not issue any securities to Rich TV as compensation for its marketing services.

Independent Trading Group (ITG) Inc.

On Oct. 16, 2026, Juno Industries entered into a market making services agreement with Independent Trading Group Inc., pursuant to which ITG, through authorized representative Chris Kaplan, was engaged to provide market-making services for Juno Industrie's securities. ITG is based in Toronto, Ont., and is a dealer member of the Canadian Investment Regulatory Organization and specializes in providing market-making services, including enhancing market depth and liquidity, adding stability and efficiency to the market, and acting as a liaison to reporting issuers regarding trading patterns of their securities. The services to be provided under the ITG agreement do not constitute investor relations activities or promotional activities as defined in applicable securities laws and the policies of the exchange. The ITG agreement has an initial term of one month from the effective date thereof and automatically renews for successive one-month periods unless terminated by either party upon 30-day written notice. As compensation for the services, Juno Industries agreed to pay ITG a monthly fee of $6,000 plus applicable taxes, payable on the first business day of each month (with the first payment payable on the effective date of the ITG agreement). In addition, Juno Industries agreed to pay an upfront deposit equal to one month's service fee ($6,000), to be applied to the final month of the term, payable on the effective date of the ITG agreement. The ITG agreement may be terminated by either party in accordance with its terms, with any outstanding fees payable upon termination. As of the date hereof, to the company's knowledge, ITG (including its directors and officers) does not own any securities of the company, does not have any right or intention to acquire securities of the company, has an arm's-length relationship with the company, and, the company will not issue any securities to ITG as compensation for its market making services.

Finder's fee

In consideration of their role in introducing Juno Industries to the company and providing assistance in connection with the transaction, on closing of the transaction, the company paid two arm's-length finders an aggregate finder's fee of one million postconsolidation common shares at a deemed price of 80 cents per postconsolidation common share. 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 common shares commence trading on the exchange following the completion of the transaction.

About Juno Industries Ltd.

Juno Industries is a Canadian defence technology company building the future of intelligent, sovereign defence. Working in close collaboration with end users, Juno Industries develops and deploys artificial-intelligence-native, command-and-control software, persistent sensor fabrics, and custom solutions that strengthen national security and defence capabilities. Juno's work draws on Canadian technical talent and innovation.

We seek Safe Harbor.