BuildDirect.com Technologies Inc. — Capital/Financing Update 2023

Jan 10, 2023

BUILDDIRECT.COM TECHNOLOGIES INC.

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

BuildDirect.com Technologies Inc. (“ BuildDirect ” or the “ Company ”) 090 – 200 Granville Street Vancouver, BC V6C 1S4

Item 2. Date of Material Change

December 30, 2022 and January 3, 2023

Item 3. News Release

News releases wer disseminated via CNW Group, and filed on SEDAR, on December 30, 2022 and January 3, 2023

Item 4. Summary of Material Change

On December 30, 2022 BuildDirect announced a non-brokered private placement of up to approximately 6,216,217 common shares of the Company (each a “ Common Share ”) at a price of $0.37 per Common Share for total gross proceeds of up to $2,300,000 (the “ Private Placement ”). The Company also announced closing of the first tranche of the Private Placement (the “ First Tranche ”)

On January 3, 2023, BuildDirect announced closing of the second tranche of the Private Placement (the “ Second Tranche ”).

Item 5. Full Description of Material Change

December 30, 2022 News Release:

On December 30, 2022 BuildDirect announced the Private Placement of up to approximately 6,216,217 Common Shares at a price of $0.37 per Common Share for total gross proceeds of up to $2,300,000. The Company will use the net proceeds from the Private Placement to continue to advance BuildDirect's strategy and for general working capital purposes.

Closing of the Private Placement is expected to occur in multiple tranches and the Company expects to complete subsequent tranches of the Private Placement on or before February 11, 2023. No bonus, finder's fee, commission, agent's option or other compensation has been or will be payable in connection with the Private Placement.

On December 30, 2022 BuildDirect also announced the closing of the First Tranche pursuant to which the Company issued a total of 4,283,785 Common Shares at a price of $0.37 per Common Share for total gross proceeds of $1,585,000.

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The Common Shares issued pursuant to First Tranche of the Private Placement are subject to a statutory hold period of approximately four months ending on May 1, 2023 in accordance with applicable securities law.

Pelecanus Investments Ltd. (" Pelecanus "), Lyra Growth Partners Inc. (" Lyra ") and Beedie Investments Ltd. (" Beedie ") are all insiders by virtue of holding, as of the close of the First Tranche, 38.5% (undiluted) and 40.9% (partially diluted), 12% (undiluted) and 13.1% (partially diluted), and 13.6% (undiluted) and 14.7% (partially diluted) respectively of the issued and outstanding common shares of the Company.

Pelecanus and Beedie, through a wholly owned subsidiary, participated in this First Tranche of the Private Placement by purchasing 3,162,163 and 1,121,622 Common Shares respectively and Lyra entered into a binding subscription agreement with the Company to purchase 1,121,622 Common Shares as part of a subsequent tranche of the Private Placement and, accordingly, the Private Placement constitutes a related party transaction as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company is exempt from the formal valuation and minority approval requirement under MI 61-101 as the fair market value of Pelecanus', Lyra's and Beedie's participation in the Private Placement does not exceed more than 25% of the market capitalization of the Company, as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101.

January 3, 2023 News Release:

On January 3, 2023 announced the closing of the Second Tranche of the Private Placement previously announced on December 30, 2022.

In connection with the Second Tranche, the Company issued a total of 1,121,622 Common Shares at a price of $0.37 per Common Share for total gross proceeds of $415,000. The Company intends to use the net proceeds from the Private Placement to continue to advance BuildDirect's strategy and for general working capital purposes. No bonus, finder's fee, commission, agent's option or other compensation is payable in connection with the Private Placement.

The Common Shares issued pursuant to the Second Tranche are subject to a statutory hold period of approximately four months ending on May 4, 2023 in accordance with applicable securities law.

Lyra is an insider of the Company by virtue of holding, as of the close of the Second Tranche, 14.3% (undiluted) and 15.4% (partially diluted) of the issued and outstanding common shares of the Company. Lyra participated in this Second Tranche of the Private Placement by purchasing 1,121,622 Common Shares and, accordingly, the Private Placement constitutes a related party transaction as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company is exempt from the formal valuation and minority approval requirement under MI 61-101 as the fair market value of the insiders' participation in the aggregate in the Private Placement does not exceed more than 25% of the market capitalization of the Company, as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61101.

The foregoing disclosure in this report is being disseminated under the early warning provisions of the Canadian securities legislation. Copies of the early warning reports filed by the Company in connection with the Private Placement are available on SEDAR at www.sedar.com under BuildDirect’s profile and may also be obtained by contacting Matthew Alexander, Interim CFO at ir@BuildDirect.com or by telephone at 1-778-382-7748.

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For additional information concerning the Private Placement and the foregoing matters in connection therewith, please refer to the Company’s press releases dated December 30, 2022 and January 3, 2023 which are available under the Company’s SEDAR profile at www.sedar.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this report.

Cautionary Note Regarding Forward-Looking Information

This report contains statements which constitute "forward-looking statements" and "forward looking information" within the meaning of applicable securities laws (collectively, "forwardlooking statements"), including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions. These statements reflect management's current beliefs and expectations and are based on information currently available to management as at the date hereof. Forward-looking statements involve significant risk, uncertainties and assumptions.

Forward-looking statements in this report may include, without limitation, statements relating to the expected closing of subsequent tranches of the Private Placement and use of proceeds of the Private Placement.

Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. Among those factors are changes in consumer spending, availability of mortgage financing and consumer credit, changes in the housing market, changes in trade policies, tariffs or other applicable laws and regulations both locally and in foreign jurisdictions, availability and cost of goods from suppliers, fuel prices and other energy costs, interest rate and currency fluctuations, retention of key personnel and changes in general economic, business and political conditions. These forward-looking statements may be affected by risks and uncertainties in the business of the Company and general market conditions, including COVID-19.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. These factors should be considered carefully and readers should not place undue reliance on the forwardlooking statements.

Although the forward-looking statements contained in this report reflect the Company's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, the Company cannot assure readers that actual results will be consistent with these forward looking statements. There may be other risks, uncertainties and factors that cause results not to be as anticipated, estimated or intended and such changes could be material. These forward-looking statements are made as of the date of this report, and BuildDirect assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

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Item 6. Reliance on 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

Name of Executive Officer: Matthew Alexander Interim Chief Financial Officer Telephone number: (778) 382-7748

Item 9. Date of Report

January 9[th] , 2023