CENTR Brands Corp. — Capital/Financing Update 2021

Sep 15, 2021

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

August 6, 2021, September 10, 2021

3.

News Release

News releases with respect to the material changes referred to in this report were issued and disseminated on August 9, 2021 and September 13, 2021 and filed on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”). A copy of each news release is available under the Company’s profile on SEDAR at www.sedar.com.

4.

Summary of Material Change

The Company closed the second tranche and the third and final tranche of its private placement of units for gross proceeds of $1,630,026 and $1,192,002, respectively.

5.

Full Description of Material Change

The Company closed the second and third tranche of its private placement of units (together with the first tranche announced on July 19, 2021, the “ Offering ”) for gross proceeds of $1,630,026 and $1,192,002, respectively. Over the three tranches of the Offering, the Company issued an aggregate of 3,395,520 units (“ Units ”) at an issue price of $1.50 per Unit, for aggregate gross proceeds of $5,903,280. Each Unit consists of one common share in the capital of the Company (each, a “ Common Share ”) and one common share purchase warrant (each, a “ Warrant ”).

Each Warrant entities the holder thereof to acquire one Common Share at the price of $1.75 for a period of three years from closing, provided that if the volume weighted average trading price of the Common Shares on the Canadian Securities Exchange (the “ CSE ”) is at least $3.00 per Common Share for a period of two consecutive trading days (the “ Triggering Event ”), the expiry date of the Warrants may be accelerated by the Company to a date that is not less than 30 days after the later of: (i) the date that notice of such acceleration (the “ Acceleration Notice ”) is provided to the Warrant holders; and (ii) the date of issuance of a press release disclosing the occurrence of the Triggering Event (the “ Warrant Acceleration Press Release ”).

In connection with the Offering, the Company paid aggregate finder's fees totaling $248,196.96 in cash and issued an aggregate of 162,798 non-transferrable broker warrants, with each broker warrant entitling the holder thereof to acquire one (1) Common Share of the Company at the price of $1.75 over a period of 12 months from the closing date, provided that if the Triggering Event occurs, the expiry date of the Warrants may be accelerated by the

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Company to a date that is not less than 30 days after the later of: (i) the date that the Acceleration Notice is provided to the Warrant holders; and (ii) the date of issuance of the Warrant Acceleration Press Release.

The Company intends to use the net proceeds of the Offering to meet record production demands, launch the Company's highly anticipated e-commerce platform, and for general working capital purposes.

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

Not Applicable.

7. Omitted Information

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

September 15, 2021

Document comparison by Workshare 10.0 on Wednesday, September 15, 2021 9:11:11 AM

Input:
Document 1 ID	iManage://LOCALDMS/FirmDocs/38235444/1
Description	#38235444v1 - CENTR - Material ChangeReport(Private Placement) (Sept 15,2021)
Document 2 ID	iManage://LOCALDMS/FirmDocs/38235444/2
Description	#38235444v2 - CENTR - Material ChangeReport(Private Placement) (Sept 15,2021)
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