48North Cannabis Corp. — Capital/Financing Update 2021

Apr 22, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company 48North Cannabis Corp. (" 48North " or the " Company ") 257 Adelaide Street West, Suite 500 Toronto, Ontario, M5H 1X9

Item 2 Date of Material Change

April 16, 2021

Item 3 News Release

News release with respect to the material change described below was disseminated through Newswire on April 16, 2021 and was subsequently filed on SEDAR.

Item 4 Summary of Material Change

On April 16, 2021, the Company has closed its previously announced overnight marketed public offering of units (" Units ") of the Company (the " Offering ") for total gross proceeds of approximately $5.4 million, which included the partial exercise of the overallotment option granted by the Company to the Agents (defined below). Pursuant to the Offering, 25,694,400 Units were sold at a price of $0.21 (" Issue Price ") per Unit for gross proceeds of $5,395,824. The Offering was completed by a syndicate of agents coled by Cantor Fitzgerald Canada Corporation and Cormark Securities Inc. (collectively, the " Agents ").

Item 5.1 Full Description of Material Change

Each Unit is comprised of one common share of the Company (a " Common Share ") and one Common Share purchase warrant (a " Warrant "). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.26 for a period of 24 months following the closing of the Offering.

As consideration for their services, the Agents received a cash commission equal to 7.0% of the gross proceeds of the Offering. As additional consideration, the Company issued a total of 1,541,664 broker warrants to the Agents. Each broker warrant is exercisable into one Unit at the Issue Price for a period of 24 months following the closing of the Offering.

The Units were offered and sold by way of a short form prospectus filed in each of the provinces of Canada, other than Quebec, and in the United States on a private placement basis in accordance with United States securities laws. The Warrants are not listed for trading on any stock exchange.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

2

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

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

For further information, please contact: Charles Vennat, Chief Executive Officer, Email: investor@48nrth.com

Item 9 Date of Report. April 21, 2021

DISCLAIMER & READER ADVISORY

Certain statements contained in this material change report constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the parties' current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The business of the Company is subject to a number of material risks and uncertainties, including integration risks following the Acquisition. Please refer to the Company's SEDAR filings for further details. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the parties. The material factors and assumptions include the parties being able to obtain the necessary corporate, regulatory and other third parties approvals, and licensing and other risks associated with regulated Canabis Act (Canada) entities. The forward looking information contained in this release is made as of the date hereof and the parties are not obligated to update or revise any forward looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking information. The foregoing statements expressly qualify any forward-looking information contained herein.