Capstone Copper Corp. — Capital/Financing Update 2023

Jul 10, 2023

Form 51-102 F3 Material Change Report

Item 1 Name and Address of Company

Pool Safe Inc. (the “ Corporation ”) Unit 14, 401 Magnetic Drive North York, Ontario, M3J 3H9

Item 2 Date of Material Change

June 30, 2023, and July 6[th] , 2023

Item 3 News Release

The news release was disseminated via Newsfile Corp. on July 6, 2023.

Item 4 Summary of Material Change

On June 30[th, ] 2023, the Corporation announced the closing of the second tranche, and shortly thereafter, on July 6th, 2023, the Corporation announced the closing of the third tranche of its previously announced nonbrokered debenture financing (the “ Debenture Financing ”) up to $1,140,000 of 8% unsecured nonconvertible debenture units (“ Debenture Units ”) consisting of the issuance of 720 Debenture Units for gross proceeds of $720,000.

Each Debenture Unit consists of (a) one $1,000.00 face value debenture (“ Debenture ”), and (b) 28,500 common share bonus warrants of the Corporation (the “ Financing Warrants ”). The Debentures mature thirty-six (36) months from the date of the issuance (the “ Maturity Date ”), and bear interest at a rate of eight percent (8%) per annum (the “ Interest ”). Each Financing Warrant entitles the holder to acquire one (1) common share of the Corporation (“ Common Share ”) at an exercise price of $0.05 for a period of 36 months from the closing date of the Debenture Financing (the “ Closing Date ”). If at any time the Common Shares trade at higher than $0.15 per Common Share (on a volume weighted average basis) for a period of 20 consecutive trading days (the “ Early Expiry Event ”), the Corporation has the right to accelerate the expiry date of the Financing Warrants by providing the holder with written notice of an Early Expiry Event (the “ Early Expiry Notice ”). The period whereby the holder is entitled to exercise any portion of outstanding Financing Warrants shall expire 30 calendar days following the date on which the Corporation provides Early Expiry Notice to holders (the “ Early Expiry Date ”). Furthermore, if a portion of the Debentures are repaid during the first year following the Closing Date, a proportional number of the Financing Warrants shall have their term reduced to the later of one year from the Closing Date and 30 days from repayment of that portion of the Debenture.

All Debentures and Financing Warrants issued pursuant to the Debenture Financing are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation. As part of the third tranche of the Debenture Financing, the Corporation may pay finder’s fees of the 8% as permitted by the policies of the TSX Venture Exchange (the “ Exchange ”).. The Corporation intends to use approximately 30% of the net proceeds from the Debenture Financing to increase its inventory and production capacity for future Loungenie builds. In addition, approximately 10% of the net proceeds will be used to evolve the Corporation’s communication technology and enhance Loungenie’s IoT capabilities. The remainder of the net proceeds will be applied to working capital and general corporate purposes.

The Company has raised $1,140,000 through the sales of up to 1,000 Debenture Units at a price of $1,000 per Debenture Unit. The Company made a typographical mistake and clarified that its news releases dated

June 1, 2023, and June 2 and June 27, 2023, which should have stated that the Debentures in the Debenture Financing are non-convertible.

Item 5 Full Description of Material Change

See attached Schedule “A” and Schedule "B" for a detailed description of the material changes.

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

This report is not being filed on a confidential basis.

Item 7 Omitted Information

No significant facts have been omitted from this Material Change Report.

Item 8 Executive Officer

For further information, please contact:

Steven Glaser

COO and CFO T: 416-630-2444 E: sglaser@poolsafeinc.com

Item 9 Date of Report

This report is dated July 10, 2023.

Schedule A

News Release

[see attached]

POOL SAFE CLOSES SECOND TRANCHE OF $1.09 MILLION NONCONVERTIBLE DEBENTURE FINANCING

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

TORONTO, ON, June 30, 2023 - Pool Safe Inc. (“ Pool Safe ” or the “ Company ”) (TSXV: POOL) is pleased to announce the closing of the second tranche of its previously announced non-brokered debenture financing (the “ Debenture Financing ”). The Company closed on 670 Debenture Units (“ Debenture Units ”) for gross proceeds of $670,000.

Under the terms of the Debenture Financing, each Debenture Unit consists of (a) one $1,000 face value debenture (“ Debenture ”), and (b) 28,500 common share bonus warrants of the Company (the “ Financing Warrants ”). The Debentures mature thirty-six (36) months from the date of the issuance (the “ Maturity Date ”), and bear interest at a rate of eight percent (8%) per annum (the “ Interest ”). Each Financing Warrant entitles the holder to acquire one (1) common share of the Company (“ Common Share ”) at an exercise price of $0.05 for a period of 36 months from the closing date of the Debenture Financing (the “ Closing Date ”). If at any time the Common Shares trade at higher than $0.15 per Common Share (on a volume weighted average basis) for a period of 20 consecutive trading days (the “ Early Expiry Event ”), the Company has the right to accelerate the expiry date of the Financing Warrants by providing the holder with written notice of an Early Expiry Event (the “ Early Expiry Notice ”). The period whereby the holder is entitled to exercise any portion of outstanding Financing Warrants shall expire 30 calendar days following the date on which the company provides Early Expiry Notice to holders (the “ Early Expiry Date ”). Furthermore, if a portion of the Debentures are repaid during the first year following the Closing Date, a proportional number of the Financing Warrants shall have their term reduced to the later of one year from the Closing Date and 30 days from repayment of that portion of the Debenture.

All Debentures and Financing Warrants issued pursuant to the Debenture Financing are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation. As part of the second tranche of the Debenture Financing, the Company may pay finder’s fees of 8% as permitted by the policies of the TSX Venture Exchange (the “ Exchange ”). The Company intends to use approximately 30% of the net proceeds from the Debenture Financing to increase its inventory and production capacity for future Loungenie builds. In addition, approximately 10% of the net proceeds will be used to evolve the Company’s communication technology and enhance its Loungenie’s IoT capabilities. The remainder of the net proceeds will be applied to working capital and general corporate purposes.

The Company has raised $1,090,000 through the sales of 1,090 Debenture Units at a price of $1,000 per Debenture Unit.

The Company made a typographical mistake and wishes to clarify that its news release s dated June 1, 2023 and June 27, 2023, which should have stated that the Debentures in the Debenture Financing are nonconvertible. The terms of the Debenture Financing remain the same as disclosed in the Company’s news releases dated April 17, 2023, June 1, 2023, and June 27, 2023.

Pool Safe Inc. | 401 Magnetic Drive, Unit 14, North York, ON M3J 3H9 | www.poolsafeinc.com | www.loungenie.com

About Pool Safe Inc.

Pool Safe Inc. designs, develops and distributes a product known as the “Loungenie”, which functions as a multi-purpose personal poolside attendant. The Loungenie is designed to provide safety, convenience, and peace of mind for hotels, resorts, waterparks and cruise ship guests. Functions include: lockable safe, solarpowered charger for USB compatible electronic devices including phones, cameras and tablets, in addition to a server call-button, a beverage cooler and holders. Conveniently located alongside pool or beach lounge chairs, the Loungenie is a unique way of providing vacationers with a comforting sense of security for their belongings, while they enjoy their vacation. For more information, please visit poolsafeinc.com or loungenie.com.

Pool Safe Inc. is a fully reporting publicly traded company which is listed on the TSX Venture Exchange under the symbol “POOL”.

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

Cautionary Statements

This press release contains forward-looking information within the meaning of applicable Canadian securities legislation. Such information and statements, referred to herein as "forward-looking statements" are made as of the date of this press release or as of the date of the effective date of information described in this press release, as applicable. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as "outlook", "expects", "intend", "forecasts", "anticipates", "plans", "projects", "estimates", "envisages, "assumes", "needs", "strategy", "goals", "objectives", or variations thereof, or stating that certain actions, events or results "may", "can", "could", "would", "might", or "will" be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein. The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding: information with respect to the Debenture Financing and the use of proceeds from the Debenture Financing.

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to, use of the proceeds from the Debenture Financing, the general state of the economy will not materially worsen and Pool Safe is able to sustain its level of sales and earning margins. Pool Safe considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the operational or financial targets as set out herein will be achieved.

Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors

Pool Safe Inc. | 401 Magnetic Drive, Unit 14, North York, ON M3J 3H9 | www.poolsafeinc.com | www.loungenie.com

that could cause actual results, performance or achievements, or industry results, to differ materially from those expressed or implied by such statements, including but not limited to, risks associated with the failure of Pool Safe’s inability to effectively use the proceeds of the Debenture Financing and Pool Safe’s inability to develop and implement a business plan in general and for any reason whatsoever. Readers are cautioned that the foregoing list is not exhaustive.

Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The forward-looking statements contained herein are current as of the date of this press release. Except as required by law, Pool Safe does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forwardlooking statements to reflect new events or circumstances. Any and all forward-looking statements included in this press release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this press release.

Pool Safe Inc.

Steven Glaser C.O.O. & C.F.O. E: sglaser@poolsafeinc.com T: 416-630-2444

Pool Safe Inc. | 401 Magnetic Drive, Unit 14, North York, ON M3J 3H9 | www.poolsafeinc.com | www.loungenie.com

Schedule B

News Release

[see attached]

POOL SAFE CLOSES THIRD TRANCHE OF $1.14 MILLION NONCONVERTIBLE DEBENTURE FINANCING

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

TORONTO, ON, July 6, 2023 – Further to the Press Release from June 30, 2023, Pool Safe Inc. (“ Pool Safe ” or the “ Company ”) (TSXV: POOL) is pleased to announce the closing of the Third and Final tranche of its previously announced non-brokered debenture financing (the “ Debenture Financing ”). The Company closed on 50 Debenture Units (“ Debenture Units ”) for gross proceeds of $50,000.

The Company has raised $1,140,000 through the sales of 1,140 Debenture Units at a price of $1,000 per Debenture Unit.

The Company made a typographical mistake and wishes to clarify that its news release s dated June 1, 2023 and June 27, 2023, which should have stated that the Debentures in the Debenture Financing are nonconvertible. The terms of the Debenture Financing remain the same as disclosed in the Company’s news releases dated April 17, 2023, June 1, 2023, June 27, 2023, and June 30, 2023.

About Pool Safe Inc.

Pool Safe Inc. designs, develops and distributes a product known as the “Loungenie”, which functions as a multi-purpose personal poolside attendant. The Loungenie is designed to provide safety, convenience, and peace of mind for hotels, resorts, waterparks and cruise ship guests. Functions include: lockable safe, solarpowered charger for USB compatible electronic devices including phones, cameras and tablets, in addition to a server call-button, a beverage cooler and holders. Conveniently located alongside pool or beach lounge chairs, the Loungenie is a unique way of providing vacationers with a comforting sense of security for their belongings, while they enjoy their vacation. For more information, please visit poolsafeinc.com or loungenie.com.

Pool Safe Inc. is a fully reporting publicly traded company which is listed on the TSX Venture Exchange under the symbol “POOL”.

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

Cautionary Statements

This press release contains forward-looking information within the meaning of applicable Canadian securities legislation. Such information and statements, referred to herein as "forward-looking statements" are made as of the date of this press release or as of the date of the effective date of information described in this press release, as applicable. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as "outlook", "expects", "intend", "forecasts", "anticipates", "plans", "projects", "estimates", "envisages, "assumes", "needs", "strategy", Pool Safe Inc. | 401 Magnetic Drive, Unit 14, North York, ON M3J 3H9 | www.poolsafeinc.com | www.loungenie.com

"goals", "objectives", or variations thereof, or stating that certain actions, events or results "may", "can", "could", "would", "might", or "will" be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue

reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein. The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding: information with respect to the Debenture Financing and the use of proceeds from the Debenture Financing.

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to, use of the proceeds from the Debenture Financing, the general state of the economy will not materially worsen and Pool Safe is able to sustain its level of sales and earning margins. Pool Safe considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that any one or more of the operational or financial targets as set out herein will be achieved.

Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from those expressed or implied by such statements, including but not limited to, risks associated with the failure of Pool Safe’s inability to effectively use the proceeds of the Debenture Financing and Pool Safe’s inability to develop and implement a business plan in general and for any reason whatsoever. Readers are cautioned that the foregoing list is not exhaustive.

Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The forward-looking statements contained herein are current as of the date of this press release. Except as required by law, Pool Safe does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forwardlooking statements to reflect new events or circumstances. Any and all forward-looking statements included in this press release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this press release.

Pool Safe Inc.

Steven Glaser C.O.O. & C.F.O. E: sglaser@poolsafeinc.com T: 416-630-2444

Pool Safe Inc. | 401 Magnetic Drive, Unit 14, North York, ON M3J 3H9 | www.poolsafeinc.com | www.loungenie.com