Boardwalktech Software Corp. — Capital/Financing Update 2025

Jun 17, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Issuer:
   Boardwalktech Software Corp. (the "Company")
   10050 N. Wolfe Road, Suite SW1-276
   Cupertino, California 95014 USA

2. Date of Material Change:
   June 13, 2025.

3. News Release:
   The news release was issued and disseminated on June 16, 2025 and were subsequently filed on SEDAR+.

4. Summary of Material Change:
   On June 13, 2025, the Company closed a second and final tranche of its previously announced non-brokered private placement pursuant to the Listed Issuer Financing Exemption of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), consisting of 2,962,692 units in the second tranche (each, a "Unit" and collectively, the "Units") at a price of C$0.13 per Unit, (the "LIFE Offering"), and a concurrent non-brokered private placement (the "Concurrent Private Placement", and together with the LIFE Offering, the "Offering") at the same issue price, consisting of 115,620 Units in the second tranche, for aggregate gross proceeds of approximately C$400,180.

For additional details on the first tranche of the Offering please see the Company’s news release dated March 17, 2025 and corresponding Material Change Report dated March 24, 2025.

1. 5.1 – Full Description of Material Change:
   Each Unit is comprised of one common share of the Company (each, a "Common Share") and one common share purchase warrant of the Company (each, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at a price of C$0.25 per Common Share for a period of 12 months following the closing date of the Offering.

Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Units issued pursuant to the LIFE Offering were offered for sale pursuant to purchasers resident in Canada and other qualifying jurisdictions pursuant to Part 5A of NI 45-106 – the Listed Issuer Financing Exemption, which Common Shares and Warrants are not subject to a hold period pursuant to applicable Canadian securities laws.

In addition to the LIFE Offering, the Company completed the Concurrent Private Placement to purchasers pursuant to applicable exemptions under NI 45-106. The Common Shares and Warrants issued pursuant to the Concurrent Private Placement are subject to a statutory hold period of four months and one day in accordance with applicable Canadian securities laws.

The Company intends to use the proceeds from the Offering for general corporate purposes, working capital requirements, and the expansion and support of their sales and marketing

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initiatives.

In connection with the closing of the second tranche of the Offering, the Company paid aggregate finder's fees in cash of approximately $19,960 and issued 153,542 non-transferrable broker warrants of the Company ("Finder's Warrants"), equal to 7% of the number of Units purchased by investors referred to by certain finders. Each Finder's Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.25 for a period of 12 months from the grant date.

Certain officers and directors of the Company (collectively, the "Insiders"), subscribed for an aggregate of 115,620 Units in the second tranche of the Offering, and as such, the second tranche of the Offering may constitute a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101 by virtue Sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of such Insider participation. No special committee was established in connection with the second tranche of the Offering or the participation of the Insider in the second tranche of the Offering, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto. The Company did not file the material change report more than 21 days before the expected closing date of the second tranche of the Offering as the details of the transaction and the total amount to be invested by the Insiders were not settled until shortly prior to the closing date of the second tranche, and the Company wished to complete the final tranche of the Offering on an expedited basis for sound business reasons.

1. Reliance on subsection 7.1(2) of National Instrument 51-102:

Not applicable.

1. Omitted Information:

No significant facts remain confidential in, and no information has been omitted from, this report.

1. Executive Officer:

For further information, please contact Charlie Glavin, Chief Financial Officer, at 650-618-6163.

1. Date of Report:

June 16, 2025.