CENTR Brands Corp. — Capital/Financing Update 2020

Feb 28, 2020

FORM 51-102F3

MATERIAL CHANGE REPORT

1.

Name and Address of Company

CENTR Brands Corp. (the “Company”) Suite 100, 2318 Oak Street Vancouver, BC V6H 4J1

2. Date of Material Change

February 20, 2020

3. News Release

A news release with respect to the material change referred to in this report was issued and disseminated on February 20, 2020 and filed the System for Electronic Document Analysis and Retrieval (“SEDAR”). A copy of the news release is available under the Company’s profile on SEDAR at www.sedar.com.

4.

Summary of Material Change

The Company closed its previously announced private placement of common shares for aggregate gross proceeds of $1,256,200.50.

5.

Full Description of Material Change

The Company closed its previously announced private placement of common shares for aggregate gross proceeds of $1,256,200.50 (the “Offering”). A total of 2,512,401 common shares of the Company were issued under the Offering at $0.50 per common share. Finder's fees totaling $38,296.04 were paid in connection with the Offering.

The Company intends to use the net proceeds of the Offering for general working capital purposes.

Under the Offering, a corporation controlled by Paul Meehan, an insider of the Company, purchased a total of 1,050,000 common shares, which constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related party, exceeded 25% of the Company's market capitalization (as determined under MI 61-101).

6.

Reliance on Subsection 7.1(2) of National Instrument 51-102

Not Applicable.

7. Omitted Information

• 2 -

Not Applicable.

8. Executive Officer

The name and business number of the executive officer of the Company who is knowledgeable about the material change and this report is:

Joseph Meehan, Chief Executive Officer 1-604-733-1514 info@centrcorp.com

1. Date of Report

February 27, 2020