AnalytixInsight Inc. — Share Issue/Capital Change 2024

Dec 20, 2024

51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of Company
AnalytixInsight Inc. (the “Company”)
98 Charlton Blvd
Toronto, ON, M2M 1B9, Canada

Item 2 Date of Material Change
December 4, 2024

Item 3 News Release
The news release was disseminated by Newsfile and filed on SEDAR+ on December 5, 2024.

Item 4 Summary of Material Change
The Company settled C$117,500.00 of accrued directors' and officers' fees owed to certain directors and officers of the Company through the issuance of an aggregate of 11,750,000 common shares of the Company (the “Common Shares”) at a price of C$0.01 per Common Share (the "Shares for Debt")

Item 5 Full Description of Material Change

5.1 Full Description of Material Change
The Company announced that it had settled C$117,500.00 of accrued directors' and officers' fees owed to certain directors and officers of the Company through the issuance of an aggregate of 11,750,000 Common Shares at a price of C$0.01 per Common Share. The Shares for Debt transaction was approved by the TSX Venture Exchange on December 04, 2024. The Common Shares issued pursuant to the Shares for Debt are subject to a statutory four-month hold period from the date of issuance.

The Shares for Debt with each of the certain directors and the Chief Executive Officer and Chief Financial Officer constituted a "related party transaction" under Policy 5.9 of the TSX Venture Exchange and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Shares for Debt with each of these individuals was exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the debt, nor the fair market value of the shares issued in settlement of the debt, exceeded 25% of the Company's market capitalization

5.2 Disclosure for Restructuring Transactions
N/A

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
N/A

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Item 7 Omitted Information

None.

Item 8 Executive Officer

Natalie Hirsch, Interim Chief Executive Officer
Telephone: 647-955-2933

Item 9 Date of Report

December 19, 2024