Choom Holdings Inc. — M&A Activity 2020

Sep 16, 2020

MATERIAL CHANGE REPORT

1. Name and Address of Company

Choom Holdings Inc. (“ Choom ” or the “ Company ”) #208 – 1525 West 8th Avenue

Vancouver, BC V6J 1T5

2. Date of Material Change

September 16, 2020

3. News Release

The news release was disseminated through CNW on September 16, 2020 and filed on Choom’s profile on SEDAR.

4. Summary of Material Change

On September 16, 2020, Choom and Phivida Holdings Inc. (“ Phivida ”) completed a courtapproved plan of arrangement (the “ Plan of Arrangement ”) previously announced on June 3, 2020, resulting in the acquisition of Phivida by Choom.

5. Full Description of Material Change

On September 16, 2020 Choom completed of the acquisition of Phivida, originally announced on June 3, 2020, pursuant to a court-approved Plan of Arrangement. The Plan of Arrangement was implemented pursuant to the terms and conditions of an arrangement agreement dated June 2, 2020 between Choom and Phivida (as amended), and has resulted in the acquisition by Choom of all of the issued and outstanding shares of Phivida (the “ Phivida Shares ”) in exchange for consideration of 0.72566 of a common share of Choom (each full share, a “ Choom Share ”) for each Phivida Share (the “ Exchange Ratio ”). In connection with the Plan of Arrangement, Peter Simeon, a director of Phivida, joined the board of directors of Choom.

In connection with the closing, a total of 64,608,187 Choom Shares have been issued to the former holders of Phivida Shares, resulting in former Phivida shareholders holding approximately 28.6% of the total number of issued and outstanding Choom Shares (based on 225,753,870 Choom Shares issued and outstanding immediately after closing). In addition, the outstanding options to purchase Phivida Shares have been replaced with options to purchase Choom Shares on the same terms and conditions, other than necessary adjustments to take into account the Exchange Ratio, as set out in the Plan of Arrangement.

It is expected that the Phivida Shares will be delisted from the Canadian Securities Exchange (the “ CSE ”) on or about September 18, 2020 (or such earlier or later date as determined by the CSE). Phivida will also apply to cease to be a reporting issuer in the jurisdictions in which it is currently a reporting issuer.

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

This report is not being filed on a confidential basis.

7. Omitted Information

No information has been omitted in respect of the material change.

8. Executive Officer

For further information, please contact: Terese Gieselman, CFO Telephone: 604-683-2509

1. Date of Report.

September 16, 2020

Cautionary Statement on Forward-Looking Information

This material change report includes forward-looking information, including statements with respect to the timing of the de-listing of the Phivida Shares and the expectation that Phivida will apply to cease to be a reporting issuer. Forward-looking information depends on certain assumptions that management deems to be reasonable in the circumstances, but such assumptions may prove to be incorrect and the actual outcome of any forward-looking information cannot be guaranteed. In making the forward-looking information contained in this material change report, management has made assumptions which they believe to be reasonable in the circumstances. However, such forward-looking information may not occur as contemplated or at all, and actual results could differ materially from those contemplated or expected as a result of known and unknown risk factors and uncertainties. Accordingly, readers should not place undue reliance on forward-looking information contained in this material change report. Except as required by applicable securities laws, forward-looking information speaks only as of the date on which they are made and the parties undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

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