1CM Inc. — Capital/Financing Update 2024

Apr 12, 2024

Form 51-102F3 Material Change Report

Item 1 Name and Address of Company

1CM Inc. (the “Issuer” or “1CM” ) 625 Cochrane Drive Suite 802 Markham, ON L3R 9R9

Item 2 Date of Material Change

September 21, 2023

Item 3 News Release

The news release attached hereto as Schedule “A” announcing the material change described herein was disseminated on September 25, 2023 and filed on SEDAR+.

Item 4 Summary of Material Change

The Issuer announced that it has completed a private placement for the issuance of 3,333,333 Common Shares in the capital of 1CM at a price of $1.50 per share.

Item 5 Full Description of Material Change

On September 21, 2023, the Issuer closed a $5,000,000 non-brokered private placement through the issuance of 3,333,333 common shares at a price of $1.50 per common share of the Issuer.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

The Issuer is not relying on sub-section 7.1 (2) of National Instrument 51-102 or the equivalent provisions of the securities legislation in other jurisdictions governing the Issuer for the filing of this report.

Item 7 Omitted Information

No information has been omitted from this report on the basis that is confidential information.

Item 8 Executive Officer

For further information, please contact Tanvi Bhandari, Chief Executive Officer, tel: 717-888-8889, email: info@1cminc.com

Item 9 Date of Report

Dated at Toronto, Ontario, April 12, 2024

Schedule A

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1CM INC. EXPANDS ITS OPERATIONS ADDING TOBACCO, CPG, PRIVATE LABEL PRODUCTS & SUCCESSFULLY CLOSES $5 MILLION PRIVATE PLACEMENT

TORONTO, Sept. 25, 2023 /CNW/ - 1CM Inc. (CSE: EPIC) (OTCQB: MILFF) (FSE: IQ70) (the "Company" or "1CM"), a leading cannabis and liquor retail company, is thrilled to announce the addition of Tobacco, Vape & Consumer Packaged Goods ("CPG") products to its retail portfolio.

1CM has begun retailing cigarettes and vape products as an authorized retailer of Imperial Tobacco Canada Ltd. A wholly owned subsidiary of British American Tobacco (LON: BATS) and Rothmans Benson & Hedges Inc. A wholly owned subsidiary of Altria (formerly Philip Morris International) (NYSE:MO). These products are purchased directly from the manufacturers.

1CM has further begun retailing complimentary CPG products from Pepsi, Frito-Lay, Parmalat & Canada Bread. The products are distributed to the company from Arctic Beverages.

1CM has also begun producing its private label Vodka and Vodka Iced Tea. Under the brand "EPIC MILFF". These products are manufactured in collaboration with Minhas Sask Ventures Inc. ("Minhas").

This strategic horizontal expansion marks a significant milestone for the 1CM as it now extends its operations to Tobacco, CPG and Private Label products.

1CM will continue to leverage its technology to warehouse, mine and obtain insights from the valuable data obtained from its retail customers of Cannabis, Liquor, Tobacco, & CPG products. This data will allow the company to determine channel complementarity and provide unique crosschannel marketing opportunities and experiences to the age-gated 1CM customers.

In industries like Tobacco and Cannabis with strict regulations around marketing, this provides an invaluable resource to 1CM and the tobacco industry as they will have a compliant marketing opportunity, supported by high quality data on purchasing patterns across multiple channels.

1CM is building a reputation in the liquor retail industry for its commitment to exceptional customer service, and value. These new product offerings will improve the customer experience and increase revenues.

1CM Inc. successfully closed the $5 Million Private Placement on September 21, 2023. The private placement involved the issuance of a total of 3,333,333 common shares at a price of $1.50 per share, reflecting strong investor confidence in 1CM's strategic direction, products, and growth prospects.

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1CM INC. EXPANDS ITS OPERATIONS ADDING TOBACCO, CPG, PRIVATE LABEL PRODUCTS & SUCCESSFULLY CLOSES $5 MILLION PRIVATE PLACEMENT (CNW Group/1CM Inc.)

About 1CM Inc.

1CM Inc. is a multi-jurisdictional, multidimensional cannabis company focused on its retail customers and technology to democratize cannabis markets. The Company's vision is to be a leading cannabis company globally with solutions that add value to consumers and companies. The Company is focused on expanding its current operations through organic growth and by way of merger and acquisition transactions in all retail markets.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

Certain information in this press release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or negatives of these terms and similar expressions.

Forward-looking statements are based on certain assumptions, including successful application to be a licensed cannabis producer and seller, expected growth, results from operations, performance, industry trends and growth opportunities. While 1CM Inc. considers these assumptions to be reasonable, based on information currently available, they are inherently subject to significant business, economic and competitive uncertainties and contingencies and they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.

Forward-looking statements also necessarily involve known and unknown risks, including without limitation, risks associated with general economic conditions, adverse industry events, marketing costs, loss of markets, future legislative and regulatory developments, the inability to access sufficient capital on favorable terms, the liquor and the medical and recreational cannabis industry in Canada in general, income tax and regulatory matters, the ability of 1CM Inc. to execute its business strategies, competition, crop failure, currency and interest rate fluctuations and other risks.

Readers are cautioned that the foregoing is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ from those anticipated. Forward-looking statements are not guarantees of future performance. Except as required by law, 1CM Inc. disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise. Forward-looking statements contained in this news release are expressly qualified by this cautionary

statement.

SOURCE 1CM Inc.

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For further information: Harshil Chovatiya, CFO & COO, 1CM Inc., Tel: (717) 888-8889, info@1cminc.com

CO: 1CM Inc.

CNW 11:57e 25-SEP-23