AmeriTrust Financial Technologies Inc. — Capital/Financing Update 2024

Oct 15, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT

Item	1	Name and Address of the Company
		PowerBand Solutions Inc. (the "Company")
		1100 Burloak Drive, Suite 300
		Burlington, ON L7L 6B2
Item	2	Date of Material Change
		October 2, 2024
Item	3	News Release
		On October 2, 2024, the Company issued a news release with respect to the material change
		described below and filed on SEDAR+ under the Company's issuer profile.
Item	4	Summary of Material Change
		On October 2, 2024, the Company closed its non-brokered private placement, pursuant to
		which it issued an aggregate of 217,690,000 Common Shares of the Company (the "Common
		Shares") at a price of $0.05 per Common Share (the "Issue Price") for gross proceeds of
		$10,884,500 (the "Offering").
Item	5	Full Description of Material Change
		Non-Brokered Placement

On October 2, 2024, the Company closed its Offering, pursuant to which it issued an aggregate 217,690,000 Common Shares at the Issue Price for gross proceeds of $10,884,500.

The net proceeds of the Offering will be used to fund growth initiatives, and for general corporate and working capital purposes. All securities issued under the Offering are subject to a hold period of four months plus one day from the date of issuance in accordance with applicable Canadian securities laws and the policies of the Exchange.

Insider Participation

The following "insiders" of the Company subscribed for Common Shares under the Offering:

InsiderJeffrey Allen MorganKris GaerlanJPK Capital Holdings (Barbados) Inc.	Insider RelationshipChief Executive Officer, Chairman ofthe BoardMember of the Board of DirectorsHolder of 10% or more of the CommonSharesTOTAL:	Common SharesPurchased
		3,400,000500,00025,000,00028,900,000

• 2 -

.

Each subscription by an "insider" of the Company is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company has completed the Offering in reliance on exemptions available from the formal valuation and minority approval requirements of MI 61-101. Specifically, the Offering is exempt from the minority approval requirement in Section 5.6 of MI 61-101 and the formal valuation requirement in Section 5.4 of MI 61-101. The Company relies on Section 5.7(1)(a) and Section 5.5(a) of MI 61-101 for exemption as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Offering insofar as it involves (or is expected to involve) "interested parties", exceeds 25% of the Company's market capitalization. The Company has filed this material change report on SEDAR+ (www.sedarplus.ca) under its issuer profile to provide disclosure in relation to each "related party transaction". The Company did not file the material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each "related party" of the Company were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons.

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available

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

Jeff Morgan Chief Executive Officer PowerBand Solutions Inc. 1-866-768-7653

Item 9 Date of Report October 15, 2024