CLST HLDGS : Supplemental Disclosure for Change of Control Events

Supplemental Disclosure for Change of Control Events

CLST Holdings, Inc.

30 N Gould St Ste 5835

Sheridan, WY 82801 [e-mail]

The goal of this disclosure is to provide information with respect to a company's Change of Control event. Please address each of the below items to the best of the company's ability and to the extent they are applicable to the company's Change of Control event.

Disclosure of Change in Control and Other Material Events:

• 1. A description of event(s) and relevant date(s) resulting in the Change in Control.1

  On February 25th, 2022 Benjamin Berry was elected and consented to serve as the sole officer and director of the company and Robert Stephenson resigned all positions.

• 2. The name(s) of person(s) who acquired control and person(s) from whom control was assumed. For corporations or other business entities, please provide the name(s) of person(s) beneficially owning or controlling such corporations or entities.2

  Robert Stephenson acting through the board of directors elected Benjamin Berry to serve as the Corporation's Director, President, Chief Executive Officer, Secretary and Treasurer as the successor in those offices to Robert Stephenson, who resigned all company positions.

• 3. A description of assets acquired or disposed of in connection with the Change in Control and the names of the purchaser and seller of such assets (if applicable).

1 A "Change in Control" shall mean any events resulting in:

• i. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;

• ii. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;

• iii. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

iv.

The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

2 See, Securities Exchange Act Rule 13d-3 for determination of "beneficial owner."

N/A

• 4. Amount and form (e.g., cash, equity securities, promissory note) of consideration paid in connection with the Change in Control.

  N/A

• 5. A description of any material agreements or other events related to the Change in Control.

  N/A

Certification:

04/05/2022

/s/ Benjamin Berry

(Digital Signatures should appear as "/s/ [OFFICER NAME]")