Clear Blue Technologies International Inc. — Capital/Financing Update 2020

Apr 28, 2020

FORM 51-102F3

MATERIAL CHANGE REPORT

1.

Name and Address of Issuer:

Clear Blue Technologies International Inc. (the " Company ") 30 Lesmill Road, Unit 7 Toronto, Ontario, M3B 2T6

2.

Date of Material Change:

April 16, 2020.

3. News Release:

The news release was disseminated on April 16, 2020 via Globe Newswire and subsequently filed on SEDAR.

4.

Summary of Material Change:

On April 16, 2020, the Company announced that it had signed two key contracts:

1. A contract with a Telecom operator in Africa to roll out an initial 500 telecom systems for an estimated $3.5 million Canadian; and

2. A $5 million loan facility with the Business Development Bank of Canada (“ BDC ”).

5. 5.1 – Full Description of Material Change:

1. Telecom Project

The Company has contracted with a Telecom operator in Africa to roll out an initial 500 telecom systems this year. The entire program is planned for a phased roll out over the next 3 to 5 years. This initial contract is for the year one volumes of 500 systems for an estimated $3.5 million CAD, the majority of which the Company anticipates will be booked this year. The Company received the purchase order for the first 50 systems with the signing of this contract.

2. BDC Loan Facility

On April 9, 2020, BDC delivered to the Company $2 million as a first tranche of a $5 million loan facility. The loan has a 5-year term and consists of an initial period of interest only payments through August 15, 2022, and a subsequent period commencing on September 15, 2022, of principal and interest payments, culminating in a balloon payment at the end of the term. Subject to meeting certain financial milestones, the Company has the option to draw down an additional $3 million in $1 million tranches. The loan is secured against the assets of the Company and each of the Company's subsidiaries and carries a variable base interest rate per annum of 7.5%. In addition to the cash interest a non-compounding payment in kind (" PIK ") interest of up to 9.5% per annum will accrue, depending upon various factors.

In connection with the BDC loan facility, the Company agreed to issue an aggregate of 72,100 common share purchase warrants (“ Warrants ”) of the Company to certain existing debenture holders of the Company as compensation to enter into postponement agreements in favour of

BDC. Each Warrant will be exercisable for one common share of the Company for a period of 18 months following the date of issuance at an exercise price of $0.50 per common share. All Warrants proposed to be issued by the Company will be subject to a statutory four-month hold period in accordance with applicable securities legislation. The issuance of the Warrants is subject to approval from the TSX Venture Exchange.

Certain directors, officers and other insiders of the Company will acquire direction and control over a total of 18,200 Warrants in connection with the Warrant issuance to existing debentureholders of the Company. The issuance of securities to those persons constitutes a related party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The issuance of securities to the related parties is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 and exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61101. The Company did not file a material change report 21 days prior to this announcement as the details of the participation of insiders of the Company had not been confirmed at that time.

See the news release dated April 16, 2020 for further details.

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

Not applicable.

7. Omitted Information:

No significant facts remain confidential in, and no information has been omitted from, this report.

8. Executive Officer:

For further information, please contact Miriam Tuerk, Chief Executive Officer, at 1-855-733-0119 x200.

9. Date of Report:

April 27, 2020.