CubicFarm Systems Corp. — Capital/Financing Update 2021

Apr 9, 2021

CUBICFARM SYSTEMS CORP.

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

CubicFarm Systems Corp. (“CubicFarms” or the “Company”) 353 – 19951 80A Ave Langley, BC V2Y 0E2

Item 2: Date of Material Change

April 6, 2021

Item 3: News Release

A news release was disseminated via CNW, and filed on SEDAR, on April 6, 2021.

Item 4: Summary of Material Change

On April 6, 2021, CubicFarms announced that, further to its press release dated April 5, 2021, the Company completed the non-brokered private placement with Burnett Land & Livestock, Ltd. LLLP involving the issuance of 1,464,622 common shares of CubicFarms at a price of C$1.29 per common share for gross proceeds of US$1,500,000 (approximately C$1,886,437) (the “Offering”). The price per common share is the last closing price of the Company’s common shares before the parties executed a subscription agreement for the Offering on March 30, 2021.

Item 5: Full Description of Material Change

On April 6, 2021, CubicFarms announced that, further to its press release dated April 5, 2021, the Company completed the Offering.

The net proceeds from the Offering are expected to be used for advancing the research and development for HydroGreen technology and for general working capital purposes.

This report does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States unless an exemption from such registration is available.

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

Information contact

Adam Peeler adam.peeler@cubicfarms.com Phone: +1-416-427-1235 www.cubicfarms.com

Cautionary statement on forward-looking information

Certain statements in this report constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws, including, without limitation, statements with respect to the use of proceeds and anticipated benefits to the Company of the Offering. Such statements involve known and unknown risks, uncertainties, and other factors including evolving market conditions, which may cause the actual results, performance, or achievements of CubicFarm Systems Corp., or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements or information including the Company obtaining the approval of the Offering from the TSX Venture Exchange. Such statements can be identified by the use of words such as "may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate", "scheduled", "forecast", "predict", and other similar terminology, or state that certain actions, events, or results "may", "could", "would", "might", or "will" be taken, occur, or be achieved.

These statements reflect the Company's current expectations regarding future events, performance, and results and speak only as of the date of this report. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except as required by securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if the Company's expectations regarding future events, performance, or results change.

Item 6: Reliance on subsection 71(2) of National Instrument 51-102

Not applicable.

Item 7: Omitted Information

Not applicable.

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Item 8: Executive Officer

The following executive officer of the Company is knowledgeable about the material change disclosed in this report and may be contacted as follows:

Tim Fernback Chief Financial Officer (604) 340-3774

Item 9: Date of Report

April 8, 2021

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