Applied Graphite Technologies Corp. — Capital/Financing Update 2022

Jan 8, 2022

FORM 51-102F3 MATERIAL CHANGE REPORT

ITEM 1 – NAME AND ADDRESS OF COMPANY

Audrey Capital Corporation 905-1111 W. Hastings Street Vancouver, B.C., V6E 2J3

ITEM 2 – DATE OF MATERIAL CHANGE

January 7, 2022

ITEM 3 – NEWS RELEASE

A news release announcing this material change was disseminated on January 7, 2022 through Cision and a copy has been filed under the Company’s profile on SEDAR.

ITEM 4 – SUMMARY OF MATERIAL CHANGE

Audrey Capital Corporation (the “Corporation”), a capital pool company, (TSX-V: AUD.P) announces that it has closed a non-brokered private placement for the sale of 1,500,000 common shares at a price of $0.10 per share for gross proceeds of $150,000 (the “Offering”) which was previously announced on November 29, 2021.

ITEM 5 – FULL DESCRIPTION OF MATERIAL CHANGE

Audrey Capital Corporation, a capital pool company, (TSX-V: AUD.P) announces that it has closed a non-brokered private placement for the sale of 1,500,000 common shares at a price of $0.10 per share for gross proceeds of $150,000 (the “Offering”) which was previously announced on November 29, 2021.

The net proceeds of the Offering will be used by the Corporation to identify and evaluate assets or businesses for acquisition with a view to completing a "Qualifying Transaction" under the capital pool company program pursuant to Policy 2.4 of the TSX Venture Exchange. Investors are cautioned that trading in the securities of a capital pool company should be considered highly speculative. Securities issued under the Offering are subject to a four month and one day hold period, which will expire on May 7, 2022.

The Corporation also granted 200,000 options at an exercise price of $0.10 to a director of the Corporation which will expire on November 26, 2026.

ITEM 6 – RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

None.

ITEM 7 – OMITTED INFORMATION

Not applicable.

ITEM 8 – EXECUTIVE OFFICER

The following executive officer of the Company is knowledgeable about the material change and this Report:

Ian Slater, CEO Telephone: (604) 638-2545

ITEM 9 – DATE OF REPORT

This Material Change Report is dated as of January 7, 2022

AUDREY CAPITAL CORPORATION

905-1111 West Hastings Street Vancouver, B.C. V6E 2J3 Telephone: (604) 638-2545

NEWS RELEASE

Not for distribution to United States newswire services or for dissemination in the United States

AUDREY CAPITAL CORPORATION CLOSES $150,000 PRIVATE PLACEMENT, GRANTS OPTIONS

January 7, 2022 – Audrey Capital Corporation (the “Corporation”), a capital pool company, (TSX-V: AUD.P) announces that it has closed a non-brokered private placement for the sale of 1,500,000 common shares at a price of $0.10 per share for gross proceeds of $150,000 (the “Offering”) which was previously announced on November 29, 2021.

The net proceeds of the Offering will be used by the Corporation to identify and evaluate assets or businesses for acquisition with a view to completing a "Qualifying Transaction" under the capital pool company program pursuant to Policy 2.4 of the TSX Venture Exchange. Investors are cautioned that trading in the securities of a capital pool company should be considered highly speculative. Securities issued under the Offering are subject to a four month and one day hold period, which will expire on May 7, 2022.

The Corporation also granted 200,000 options at an exercise price of $0.10 to a director of the Corporation which will expire on November 26, 2026.

FOR FURTHER INFORMATION PLEASE CONTACT:

Mary Braun, CFO Telephone: 778 372 2557

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.