AmeriTrust Financial Technologies Inc. — Capital/Financing Update 2022

Jan 27, 2022

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of the Company

Powerband Solutions Inc. (the “Company”) 3385 Harvester Road, Suite 225 Toronto, Ontario Canada L7N 3N2

Item 2. Date of Material Change

July 8, 2021

Item 3. News Release

A news release setting out information concerning the material change described in this report was disseminated through the facilities of Newsfile on July 8, 2021 and filed on the System for Electronic Document Analysis and Retrieval (SEDAR) on July 8, 2021.

Item 4. Summary of Material Change

The Company has closed its previously announced private placement offering (the “ Offering ”) for aggregate gross proceeds of $12,775,901. A total of 18,788,090 common shares of the Company (the “ Offered Shares ”) were issued at a price of $0.68 per Offered Share, including the partial exercise of the Agents’ option for 1,140,990 Offered Shares. The Offering was carried out by Desjardins Capital Markets and Scotiabank acting as co-bookrunners and co-lead agents (collectively the “ Agents ”).

In connection with the Offering, the Agents received a cash commission equal to 6.0% of the gross proceeds raised, other than gross proceeds from sales of Offered Shares made to certain purchasers designated by the Company (the “ President’s List ”) for which the Agents received a cash commission equal to 4.0% of such gross proceeds; and compensation warrants (the “ Compensation Warrants ”) equal to 6.0% of the number of Offered Shares sold under the Offering, other than in respect of purchasers on the President’s List for which the Agents received Compensation Warrants equal to 4.0% of the number of Offered Shares sold to such purchasers. Each Compensation Warrant is exercisable to acquire one common share of the Company for a period of 24 months following the date of their date of issuance, at the Offering Price.

Management and insiders of the Company subscribed for an aggregate of 1,308,825 Offered Shares for gross proceeds of $890,000. The insider participation is considered a related party transaction within the meaning of Policy 5.9 of the Corporate Finance Manual of the TSX Venture Exchange and Multilateral Instrument 61-101 (“ MI 61-101 ”). The Company is relying on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.1(a) and 5.7(a) of MI 61101 in respect of such insider participation.

Item 5.1 Full Description of Material Change

The Material Change is fully described in the press release attached hereto as Schedule “A”.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

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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

Shibu Abraham, Chief Financial Officer, Telephone: +1 (289) 201-6930

Item 9. Date of Report

January 27, 2022

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SCHEDULE “A”

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