Material Change Report — Proposed Qualifying Transaction with Slocan Ridge Holdings

Halcyon Capital Acquisition Corp.

Registered office: Suite 1820, 1055 W. Georgia St., Vancouver, BC V6E 3P3.

January 20, 2025.

A news release announcing the material change described in this report was disseminated through Newsfile Corp. on January 20, 2025 and subsequently filed on SEDAR+.

Halcyon has entered into a non-binding letter of intent in respect of a proposed qualifying transaction with Slocan Ridge Holdings Inc., a privately-held lithium exploration company.

On January 20, 2025, Halcyon Capital Acquisition Corp. (the "Company") entered into a non-binding letter of intent (the "LOI") with Slocan Ridge Holdings Inc. ("Slocan Ridge") in respect of a proposed transaction (the "Proposed Transaction") that, if completed, would constitute the Company's "Qualifying Transaction" as defined in NEO Exchange Listing Manual Section 10.16.

Under the LOI, the Company would acquire all issued and outstanding common shares of Slocan Ridge in exchange for the issuance of common shares of the Company at a deemed price of $0.20 per share. Completion of the Proposed Transaction is subject to negotiation of a definitive agreement, sponsor and stock exchange approvals, majority-of-minority shareholder approval and satisfactory due diligence.

Slocan Ridge Holdings Inc. shares a registered office and certain directors with Northpeak Lithium Corp. (TSXV: NPLI). Three of the five directors of the Company (D. Vail, G. Holt, M. Ferrand) currently hold roles at Northpeak Lithium Corp.

Not applicable.

No material information has been omitted from this report.