Biorem Inc. — Regulatory Filings 2021

Aug 19, 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

August 4, 2021.

ITEM 3 News Releases

A press release disclosing the material change was released on August 5, 2021 through Canada Newswire.

ITEM 4

Summary of Material Changes

On August 5, 2021, the Company announced that it had signed a definitive share purchase agreement (the “ Purchase Agreement ”) whereby the Company will, subject to disinterested shareholder approval, 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 ”).

ITEM 5 Full Description of Material Change

On August 5, 2021, the Company announced that it had signed a definitive share purchase agreement (the “Purchase Agreement”) whereby the Company will, subject to disinterested shareholder approval, purchase for cancellation of 23,434,121 common shares in the capital of Biorem (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”).

The TPFG Shares represent approximately 60% of the issued and outstanding share of the Company. If approved by disinterested shareholders and provided that the other conditions to the TPFG Transaction are satisfied, Mr. Ken Chen and Ms. Wei Han, who are both directors of Biorem and employees of affiliates of TPFG will resign as directors on the Closing of the transaction. Following the closing of the TPFG Transaction, TPFG will not own any shares in the capital of the Company.

The proposed TPFG Transaction will be financed through the use of a portion of the Company’s existing cash reserves and proceeds from a proposed issuance of $5.0 million of term debt.

Assuming completion of the TPFG Transaction, the Company will have 15,477,437 issued and outstanding Common Shares.

The repurchase of the TPFG Shares will result in the elimination of TPFG as a controlling shareholder of Biorem and Biorem believes that following the cancellation of the TPFG

• 2 -

Shares no single shareholder will own or control 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 Proposed Transaction is 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

August 18, 2021.