Boosh Plant-Based Brands Inc. — Capital/Financing Update 2021

May 27, 2021

Form 51-102F3 Material Change Report

Item 1 Name and Address of Company

Boosh Plant-Based Brands Inc. (the “Company” ) 103-6554 176 Street Surrey, BC, V3S 4G5

Item 2

Date of Material Change

May 26, 2021

Item 3 News Release

A news release was disseminated on May 26, 2021 through the facilities of Newswire.

Item 4

Summary of Material Change

The Company completed its initial public offering of 5,750,000 units (each a “ Unit ”) issued at a price of $0.50 per Unit, generating gross proceeds of $2,875,000.

Item 5 Full Description of Material Change

On May 26, 2021 the Company completed its initial public offering of 5,750,000 Units issued at a price of $0.50 per Unit pursuant to a prospectus dated May 7, 2021 (the “ Prospectus ”) resulting in aggregate gross proceeds to the Company of $2,875,000, which included the exercise of an over-allotment option.

Each Unit is comprised of one common share of the Company (each a “ Share ”) and one common share purchase warrant (each a “ Warrant ”). Each Warrant entitles the holder to acquire one additional Share at an exercise price of $1.00 per Share until May 26, 2022. The Warrants are issued pursuant to a warrant indenture dated May 26, 2021 between the Company and its warrant agent , Odyssey Trust Company. A copy of which is available under the Company’s profile on SEDAR at www.sedar.com.

A commission equal to 10% of the gross proceeds of the offering was paid through the issuance of 575,000 Units, to the Company’s agent, Haywood Securities Inc. (the “ Agent ”), as well as a corporate finance fee of $40,000, plus applicable taxes, of which $20,000 was paid in cash and the remaining $20,000 was paid through the issuance of 40,000 Units. In addition, the Agent and its selling group members received 575,000 non-transferable agent’s options to acquire up to 575,000 Shares at a price of $0.50 per Share until May 26, 2022.

The Company’s common shares are listed for trading on the CSE under the trading symbol “VEGI” on May 26, 2021 and are expected to commence trading on or about May 27, 2021.

Item	6	Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
		This Report is not being filed on a confidential basis in reliance on subsection
		7.1(2) or (3) of National Instrument 51-102.
Item	7	Omitted Information
		No information has been omitted on the basis that it is confidential information.
Item	8	Executive Officer
		James Pakulis, CEO is knowledgeable about the material change and the Report
		and may be contacted (949) 933.3527.
Item	9	Date of Report
		May 26, 2021