Calgary, Alberta--(Newsfile Corp. - November 27, 2025) - Composite Alliance Group Inc. (TSXV: CAG) (the "Company" or "CAG") announces that, further to its news release dated September 29, 2021, it has entered into amending agreements with the related party creditors Malchemy Corporation Limited ("Malchemy"), Team Alpha Limited ("TAL") and K Plus Capital LLC ("K Plus") for the following debentures ("Debentures"), pursuant to the terms and conditions of which the maturity date of the Debentures has been extended from January 31, 2026 to January 31, 2031 (the "Amending Agreements").
| Debenture | Lender | Principal ($) |
| 2019-001 | TAL | CAD 400,000 |
| 2019-002 | TAL | USD 351,507.25 |
| 2020-01 | Malchemy | CAD 600,000 |
| 2020-02 | K Plus | CAD 60,000 |
| 2020-03 | TAL | CAD 1,000,000 |
The Company also announces that pursuant to an Assignment and Novation Agreement (the "Assignment Agreement") among TME, CAG and Malchemy, Malchemy has terminated convertible bonds ("CB") issued by the Company's wholly owned subsidiary, Techni Modul Engineering S.A. ("TME") to Malchemy in the principal amount of €1,500,005, and certain loan arrangements owed to Malchemy by TME in the aggregate principal amount of €950,000, bearing interest at 0% and maturing on January 31, 2026 (the "Loans") in exchange for a new non-convertible loan in the principal amount of €2,450,005, bearing interest at 0%, and maturing on January 31, 2026 (the "New Loan"). In addition, pursuant to the Assignment Agreement the Company has agreed to assume the obligation to pay the New Loan in exchange for the issuance of equity of TME to CAG (TME will remain a wholly owned subsidiary of CAG). CAG and Malchemy have entered into a Debt Forgiveness Agreement (the "Forgiveness Agreement") pursuant to which Malchemy irrevocably forgives and releases CAG from payment of €2,205,005 of the New Loan in exchange for CAG repaying the remaining principal amount of €245,000 no later than December 31, 2027.
Malchemy is an entity controlled by Sicheng Zhang, a director, officer and shareholder of the Company, and TAL and K Plus are entities controlled by Jim Hsieh, a director, officer and shareholder of the Company. Other than the amendments described herein, the terms of the Debentures remain the same. The purpose of the Amending Agreements and the New Loan issued pursuant the Assignment Agreement and modified by the Forgiveness Agreement is to extend the maturity dates to provide CAG with more flexibility to repay the Debentures and New Loan and to reduce the amount owing by CAG directly or through TME. The Amending Agreements, Assignment Agreement and Forgiveness Agreement are subject to the approval of the TSX Venture Exchange.
Related Party Participation
The Amending Agreements, Assignment Agreement and Forgiveness Agreement are with entities controlled by insiders of CAG. As insiders of the Company participated in these transactions, they are deemed to be "related party transactions" as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions ("MI 61-101").
The Amending Agreements, Assignment Agreement and Forgiveness Agreement were unanimously approved by the board of directors of the Company, with Sicheng Zhang abstaining on approval of the Amending Agreements with Malchemy and the Assignment Agreement and Forgiveness Agreement, and Jim Hsieh abstaining on approval of the Amending Agreements with TAL and K Plus.
CAG entering into the Amending Agreements, Assignment Agreement and Forgiveness Agreement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(b) and 5.7(1)(f)) as CAG is not listed on specified markets and the Amending Agreements, Assignment Agreement and Forgiveness Agreement are in respect to loans to CAG or TME with no equity or voting component.
The Company did not file a material change report more than 21 days before the effective date of the amendments because the Company wished to effect the amendments on an expedited basis for business reasons.
For further information, please contact Dale Burstall, Corporate Secretary and Director, via email at dburstall@dsavocats.ca or by phone at 403-264-1915.
Forward-Looking Statements
This news release may contain certain forward-looking information and statements, including statements regarding TSX Venture approval of CAG entering into the Amending Agreements, Assignment Agreement and Forgiveness Agreement. 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.
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SOURCE: Composite Alliance Group Inc.