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DAVIDsTEA INC. Capital/Financing Update 2020

Jul 31, 2020

47282_rns_2020-07-31_f14eb0b8-d9c4-4e6f-9ed0-ce63088338df.pdf

Capital/Financing Update

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FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 . Name and Address of Company

CLAREN ENERGY CORP.

Suite 880, 580 Hornby Street Vancouver, BC V6C 3B6

(the “Company”)

  • Item 2 . Date of Material Change

July 30, 2020

  • Item 3 . News Release

The news release was issued on July 30, 2020 and was disseminated by Newswire.

  • Item 4 .

Summary of Material Change

The Company announced that it has closed its previously announced non-brokered private placement, by issuing 22,000,000 shares (the “Shares”) at a price of $0.05 per Share for gross proceeds of $1,100,00 (the “Financing”).

  • Item 5 .

Full Description of Material Change

The Company announced that it has closed its previously announced non-brokered private placement, by issuing 22,000,000 shares (the “Shares”) at a price of $0.05 per Share for gross proceeds of $1,100,00 (the “Financing”).

All securities issued under the Private Placement are subject to a four-month and one day hold period expiring on December 1, 2020. Claren intends to use the proceeds from the Private Placement for general working capital purposes and to repay corporate indebtedness.

Mark Lawson a director of Claren, subscribed indirectly for a total of 1,000,000 Shares and Carlo Civelli an insider of Claren subscribed indirectly for 21,000,000 Shares. Participation by these insiders in the private placement is considered a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the insider's participation in the private placement in reliance of sections 5.5(c) and 5.7(b) of MI 61-101.

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

Not applicable.

  • Item 7 . Omitted Information

None.

Item 8 . Executive Officer

For further information, please contact:

Henry Aldorf

Chief Executive Officer (647) 775-8552

Item 9 . Date of Report July 30, 2020