Cybeats Technologies Corp. — Share Issue/Capital Change 2025

Aug 7, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT
UNDER NATIONAL INSTRUMENT 51-102

Item 1. Name and Address of Company
Cybeats Technologies Corp. (the "Company")
65 International Blvd, Suite 103
Etobicoke, ON, M9W 6L9

Item 2. Date of Material Change
August 5, 2025

Item 3. News Release
A news release was issued by the Company on August 5, 2025, and disseminated through the facilities of Newsfile and filed under the Company's profile on SEDAR+.

Item 4. Summary of Material Change
On August 5, 2025 the Company announced the settlement $1,500,000 of indebtedness and the conversion of $1,405,000 in principal amount of outstanding convertible debentures.

Item 5. Full Description of Material Change
Debt Settlement
Pursuant to debt settlement agreements entered into with certain creditors and service providers, the Company has settled an aggregate of $1,500,000 of indebtedness through the issuance of 15,000,000 common shares in the capital of the Company (the "Shares") at a price of $0.10 per Share (the "Debt Settlement"). All Shares issued pursuant to the Debt Settlement are subject to a four (4) month hold period in accordance with applicable securities laws.

The Debt Settlement constituted a "related party transaction" as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as certain officers and other insiders of the Company acquired 13,322,500 Shares. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, based on the fact that the fair market value of the transaction does not exceed 25% of the market capitalization of the Company.

No new insiders or control persons were created in connection with the closing of the Debt Settlement. The Debt Settlement was reviewed and unanimously approved by the Company's Board of Directors, which determined that the Debt Settlement was in the best interests of the Company.

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The following table provides a summary of related party participation in the Debt Settlement and the effect of the Debt Settlement on the number and percentage of securities of the Company owned by such related parties:

			Ownership following the Debt Settlement
Name and Title of Insider	Number and Percentage of Common Shares prior to the Debt Settlement Undiluted(1)	Number of Common Share Received in the Debt Settlement	Number and Percentage of Common Shares Undiluted (2)	Number and Percentage of Common Shares Partially - Diluted After Exercise of Convertible Securities
Michael Kitchen	100,000
0.07%	273,200(3)	373,200
0.28%	373,200
0.28%
Greg Van Staveren(4)	2,444,900
1.67%	327,850	2,772,750
1.89%	6,122,690(5)
4.09%
Daniel Proska	1,900,000
1.45%	683,000	2,583,000
1.76%	3,101,750(6)
2.11%
Josh Bald	1,740,000
1.32%	1,250,000(7)	2,990,000
2.04%	5,880,000(8)
3.94%
Justin Leger	916,700
0.70%	1,000,000(9)	1,916,700
1.31%	4,800,050(10)
3.21%
Scryb Inc.	64,643,500
49.17%	9,788,450	74,431,950
50.82	87,556,950(11)
54.87%

(1) Based upon 131,460,745 Common Shares outstanding on an undiluted basis.
(2) Based upon 146,460,745 Common Shares outstanding on an undiluted basis.
(3) Shares received by MVNS Consulting Inc., a corporation controlled by Mr. Kitchen.
(4) Shares received by 2013025 Ontario Inc., a corporation controlled by Mr. Van Staveren.
(5) Assumes the conversion of $180,000 in principal amount of debentures, and the exercise of 1,349,940 warrants and 300,000 options held by Mr. Van Staveren.
(6) Assumes the exercise of 218,750 warrants and 300,000 options held by Mr. Proska.
(7) Shares received by 13075460 Canada Inc., a corporation controlled by Mr. Bald.
(8) Assumes the exercise of 1,390,000 warrants and 1,500,000 options held or controlled by Mr. Bald.
(9) Shares received by Ortona Consulting Ltd., a corporation controlled by Mr. Leger.
(10) Assumes the exercise of 583,350 warrants and 2,300,000 options held or controlled by Mr. Leger.
(11) Assumes the exercise of 13,125,000 warrants held by Scryb Inc..

Debenture Conversion

Immediately after the Debt Settlement, the Company converted a principal amount of $1,405,000 in outstanding convertible debentures into 14,050,000 Shares at a conversion price of $0.10 per Share, in accordance with the convertible debentures issued on January 25, 2024, as amended.

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Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.

Item 7. Omitted Information
Not Applicable.

Item 8. Executive Officer
Justin Leger
Chief Executive Officer
T: 1-888-713-SBOM (7266)
ir@cybeats.com

Item 9. Date of Report
August 6, 2025