Biorem Inc. — Capital/Financing Update 2021

Dec 9, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

ITEM 1 Name and Address of Company

Biorem Inc. (“ Biorem ” or the “ Company ”) 7496 Wellington Road 34 RR#3 Guelph,ON N1H 6H9

ITEM 2 Date of Material Change

December 2, 2021.

ITEM 3 News Releases

A press release disclosing the material change was released on December 2, 2021 through Canada Newswire.

ITEM 4 Summary of Material Changes

On December 2, 2021, the Company announced that it had completed the previously announced purchase for cancellation of 23,434,121 common shares at $0.5256 per common share from TPFG Environment Investment Limited (“ TPFG ”) for an aggregate purchase price of $12,316,974 (the “ TPFG Transaction ”). Mr. Ken Chen and Ms. Wei Han, who were both directors of Biorem and employees of affiliates of TPFG resigned as directors on the closing of the TPFG Transaction.

ITEM 5 Full Description of Material Change

On December 2, 2021, the Company announced that it had completed the previously announced purchase for cancellation of 23,434,121 common shares (the “ TPFG Shares ”) at $0.5256 per common share from TPFG Environment Investment Limited (“ TPFG ”) for an aggregate purchase price of $12,316,974 (the “ TPFG Transaction ”).

In August 2021, the Company and TPFG entered into a definitive share purchase agreement (the “ Purchase Agreement ”) in respect of the TPFG Transaction. On September 16, 2021 at a Special Meeting of its Shareholders the Company obtained disinterested shareholder approval of the TPFG Transaction.

The TPFG Shares represented approximately 60% of the issued and outstanding shares of the Company. In accordance with the terms of the Purchase Agreement, Mr. Ken Chen and Ms. Wei Han, who were both directors of Biorem and employees of affiliates of TPFG resigned as directors on the closing of the TPFG Transaction. Following the closing of the TPFG Transaction, TPFG does not own any shares in the capital of the Company.

The TPFG Transaction was financed through the use of a portion of the Company’s existing cash reserves and approximately $5.0 million of new bank debt, $4.0 million of which it term debt.

Following the closing of the TPFG Transaction, the Company now has 15,477,437 issued and outstanding Common Shares.

• 2 -

The repurchase of the TPFG Shares has resulted in the elimination of TPFG as a controlling shareholder of Biorem and Biorem believes that following the cancellation of the TPFG Shares no single shareholder owns or controls more than 10% of Biorem’s outstanding shares. Biorem’s management believes that this will result in the shares of Biorem being more attractive to potential acquisition targets.

Biorem’s Common Shares are listed on the TSX Venture Exchange, accordingly, pursuant to Section 5.5(b) of Multilateral Insturment 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) the TPFG Transaction was exempt from the formal valuation requirements of Section 5.4 of MI 61-101.

5.2- Disclosure for Restructuring Transactions

Not Applicable.

ITEM 6 Reliance of subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

ITEM 7 Omitted Information

Not applicable.

ITEM 8 Executive Officer

The name and business number of an executive officer of the Company who is knowledgeable about the material change and this report is:

Doug Newman, CFO T: 519-767-9100

ITEM 9 Date of Report

December 8, 2021.