Boardwalktech Software Corp. — Capital/Financing Update 2025

Jul 29, 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:
   July 24, 2025.

3. News Release:
   The news release was issued and disseminated on July 25, 2025 and were subsequently filed on SEDAR+.

4. Summary of Material Change:
   On July 25, 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 2,793,800 units in the second tranche (each, a "Unit" and collectively, the "Units") at a price of C$0.13 per Unit, (the "LIFE Offering"). Collectively, the Company closed two tranches of the LIFE Offering for a total of 5,756,492 Units issued across both tranches, resulting in aggregate gross proceeds of approximately C$748,344.

For additional details please see the Company’s news release dated July 25, 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.

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

In connection with the closing of the second tranche of the Offering, the Company paid aggregate finder's fees in cash of approximately $17,517.50 and issued 134,750 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.

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1. Reliance on subsection 7.1(2) of National Instrument 51-102:
   Not applicable.

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

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

4. Date of Report:
   July 29, 2025.