AmeriTrust Financial Technologies Inc. — Capital/Financing Update 2025

Dec 15, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of the Company
AmeriTrust Financial Technologies Inc. (the "Company")
1100 Burloak Drive, Suite 300
Burlington, ON L7L 6B2

Item 2 Date of Material Change
December 8, 2025

Item 3 News Release
On December 8, 2025, 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 December 8, 2025, the Company announced that it had agreed to amended terms in connection with its brokered private placement offering previously announced on October 7, 2025.

Under the amended terms, the offering will raise gross proceeds of up to $40,000,000, comprising of (i) up to 25,000 units of the Company (the "Debenture Units") at a price of $1,000 per Debenture Unit for aggregate gross proceeds of up to $25,000,000, and (ii) up to 300,000,000 units of the Company (the "LIFE Units") at a price of $0.05 per LIFE Unit for aggregate gross proceeds of up to $15,000,000 (the "Offering"), subject to an agents' option to issue such number of additional Debenture Units, LIFE Units, or any combination thereof, for additional gross proceeds of up to $6,000,000 prior to the closing of the Offering; provided that the exercise of such agents' option for additional LIFE Units is limited to a maximum of $1,980,000.

Item 5 Full Description of Material Change
On December 8, 2025, the Company announced that it has entered into amended terms with Clarus Securities Inc. and Cormark Securities Inc., as co-lead agents (the "Agents") in connection with the Offering. The closing date of the Offering is anticipated to occur on or about December 17, 2025 (the "Closing Date"), subject to regulatory approvals, including approval of the TSX Venture Exchange ("TSXV").

The Company intends to use the net proceeds from the Offering to support the re-start of lease originations, funding both "flow" and "haircut capital" under facilities entered into by a bankruptcy remote trust established by the Company and for working capital purposes.

Debenture Units
Each Debenture Unit will consist of one senior unsecured principal amount $1,000 convertible debenture of the Company (the "Debentures") and 11,764.705882 common share purchase

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warrants of the Company (the "Warrants"). Each Warrant will entitle the holder to purchase one common share of the Company (the "Common Shares") at a price of $0.12 for a period commencing 60 days following the Closing Date until 60 months following the Closing Date (the "Exercise Period"), subject to an accelerated expiry in the event that anytime after 18 months following the Closing Date the daily volume weighted average trading price of the Common Shares (the "VWAP") on the TSXV or other Canadian stock exchange on which the Common Shares are principally traded, equals or exceeds $0.30 for a 30 consecutive trading day period (the "Early Acceleration").

The Debentures will mature five years from the Closing Date (the "Maturity Date") and pay interest at 8% per annum from the Closing Date, payable quarterly in arrears commencing on March 31, 2026.

The Debentures will be convertible at the holder's option into Common Shares at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date fixed for redemption of the Debentures. The Debentures will convert at a conversion price of $0.085 per Common Share (the "Conversion Price"), being a ratio of 11,764.705882 Common Shares per $1,000 principal amount of Debentures, subject to adjustment in certain events. The Company shall also have the right, but not the obligation, to force an early conversion of the Debentures at the Conversion Price, if at any time after the date that is 18 months following the Closing Date, the VWAP on the TSXV equals or exceeds $0.20 for a 30 consecutive trading day period.

The Debenture Units are being offered on a private placement basis (i) in Canada pursuant to exemptions from the prospectus requirements of applicable securities laws in the provinces of Canada, except for Québec, (ii) in the United States pursuant to available exemptions under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (iii) in such other jurisdictions outside of Canada and the United States pursuant to available prospectus or registration exemptions in compliance with applicable laws. All securities issued in connection with the offering of Debenture Units will be subject to a four (4) months plus one (1) day hold period from the Closing Date under Canadian securities laws.

LIFE Units

Each LIFE Unit will consist of one Common Share and one Warrant. Each Warrant will entitle the holder to purchase one Common Share at a price of $0.12 during the Exercise Period, subject to the Early Acceleration.

The LIFE Units are being offered pursuant to the "listed issuer financing exemption" under Part 5A of National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (together, the "Listed Issuer Financing Exemption") in the provinces of Canada, except for Québec. The LIFE Units may also be sold to purchasers in the United States pursuant to available exemptions under the U.S. Securities Act and such other jurisdictions outside of Canada and the United States as agreed to between the Company and the Agent pursuant to available prospectus or registration exemptions in compliance with applicable laws.

Agents' Compensation

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In connection with the Offering, the Agent (and any members of the agent syndicate) will be entitled to: (a) a cash commission equal to 6.0% of the gross proceeds from the sale of Debenture Units, other than that portion of the gross proceeds which are subject to a president’s list allocated by the Company, where the cash commission will be equal to 3.0% of such gross proceeds; and (b) a cash commission equal to 5.0% of the gross proceeds from the sale of the LIFE Units. As additional compensation, the Company will issue to the Agent (and any members of the agent syndicate) non-transferable broker warrants (the “Broker Warrants”) equal to 5.0% of the number of LIFE Units sold pursuant to the Offering. Subject to regulatory approval, each Broker Warrant shall be exercisable to acquire one Common Share at a price of $0.05 for a period of 24 months from the Closing Date.

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
AmeriTrust Financial Technologies Inc.
1-866-768-7653

Item 9 Date of Report

December 15, 2025

Cautionary Statements Regarding Forward-Looking Information and Other Company Information

This material change report does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the U.S. Securities 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 U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available. This material change is not an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction.

This material change report contains forward-looking statements relating to the Company and other statements that are not historical facts. Forward-looking statements are often identified by

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terms such as “will”, “may”, “should”, “anticipate”, “expects”, “believes” and similar expressions. All statements other than statements of historical fact, included in this material change report, including, without limitation, statements regarding the terms, conditions and anticipated timing of the Offering, the intended use of proceeds and the receipt of all regulatory approvals including approval of the TSXV, future plans and objectives of the Company including the immediate restart of lease originations, future prospects of the Company, the ability of the Company to execute on its business plan and the anticipated benefits of the Company's business plan and the ability of the Company to secure additional funding, are forward looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, we cannot guarantee that any forward-looking statement will materialize, and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as at the date of this news release, and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by Canadian securities law.