DeepMarkit Corporation — Capital/Financing Update 2021

Oct 2, 2021

FORM 51-102F3 Material Change Report

1. Name and Address of Company:

DeepMarkit Corp. (the " Company " or " DeepMarkit ") Suite 202, 615 – 15th Avenue SW Calgary, AB T2R 0R4 Canada

2. Dates of Material Changes:

September 14, 2021 and September 29, 2021

3. News Releases:

News releases relating to the material changes described herein were released through the facilities of The Newswire on September 14, 2021 and September 29, 2021.

4. Summary of Material Changes:

September 14, 2021:

The Company announced that it has entered into an agreement to convert the Company's $2 million of 12% Secured Participating Debentures (the " Debentures ") (plus accrued interest of approximately $700,000) at a conversion price of $0.205 per Common Share resulting in the issuance of approximately 13,170,731 common shares (" Common Shares ") in the capital of the Company (the " Debt Conversion "). All of the Debentures are held by 1323552 BC Ltd., a private company controlled by Ranjeet Sundher, a director and founder of the Company. The Company has also reached an agreement to convert approximately $40,000 of debt owed personally to Mr. Sundher at the same conversion price resulting in an additional 195,121 shares to be issued.

The Company also announced on September 14, 2021 a non-brokered private placement of $750,000 (the Private Placement ") of up to 3,658,537 Units (the " Units ") at a price of CAD $0.205 per Unit. Each Unit comprises one Common Share and one Common Share purchase warrant (each a " Warrant "). Each Warrant entitles the holder to purchase one additional Common Share of the Company at an exercise price of CAD $0.75 for a period of two (2) years from the date of issuance of the Units.

September 29, 2021:

The Company announced the closing of the first tranche of the Private Placement pursuant to which it issued 3,414,635 Units for gross proceeds of $700,000.

The Debt Conversion and Private Placement are subject to the approval of the TSX Venture Exchange (the " Exchange "). The Debt Conversion is subject to minority shareholder approval pursuant to MI 61101 (as defined below), as more particularly described below.

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5. Full Description of Material Change:

5.1 Full Description of Material Changes

September 14, 2021

The Company that it has entered into an agreement to convert the Company's $2 million of Debentures (plus accrued interest of approximately $700,000) at a conversion price of $0.205 per Common Share resulting in the issuance of approximately 13,170,731 Common Shares. All of the Debentures are held by 1323552 BC Ltd., a private company controlled by Ranjeet Sundher, a director and founder of the Company. The Company also announced that it reached an agreement to convert approximately $40,000 of debt owed personally to Mr. Sundher at the same conversion price resulting in an additional 195,121 Common Shares to be issued. The Debentures were originally issued by the Company on July 15, 2016 and matured on July 14, 2020. Interest under the Debentures has not been paid since March 31, 2019. The Debentures provide a fixed and floating charge over all of the assets of the Company.

1323552 BC Ltd. completed the acquisition of all of the Debentures of the Company through multiple purchase agreements with the previous holders on September 14, 2021.

The Debt Conversion constitutes a related-party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 ") and Policy 5.9 of the Exchange, and the issuance of Common Shares pursuant to the Debt Conversion would create a new control person of the Company. Accordingly, the conversion of the Debentures and the creation of the new control person require regulatory and minority shareholder approval, as well as approval from the Exchange. For this purpose, the Company has scheduled an Annual General and Special Meeting of Shareholders for October 29, 2021 (the " Meeting "). The Company has set the Record Date for the meeting as September 29, 2021.

The Company will rely upon the exemption to the formal valuation requirement under Section 5.5(b) of MI 61-101 for the Debt Conversion ( Issuer not Listed on Specified Markets ). At the Meeting, shareholders will be asked to consider and, if thought fit, approve the regular items of business being the election of directors, appointment of auditors and the approval of the Company's stock option plan, as well as the conversion of the Debentures and the creation of a new control person. It is expected that the Debt Conversion will be completed directly following the Meeting if the resolutions relating to the Debt Conversion are approved by shareholders. The Common Shares issued pursuant to the Debt Conversion will be subject to a four month hold period required under applicable securities laws and the policies of the Exchange.

Ranjeet Sundher currently owns 139,695 Common Shares of the Company, representing approximately 2% of the issued and outstanding Common Shares as of the date of this material change report. Upon completion of the Debt Conversion, Mr. Sundher will own or control (directly and indirectly, including through 1323552 BC Ltd.) approximately 65.64% of the issued and outstanding Common Shares of the Company, based on 20,568,705 Common Shares being issued and outstanding which assumes: (i) the Debt Conversion will be approved by the Exchange in its entirety and that the full amount of debt owing pursuant to the Debentures and personally to Mr. Sundher will be converted; and (ii) that the Company will complete an additional closing or closings and that the total amount of proceeds raised from the Private Placement will be $750,000. 1323552 BC Ltd. will become a control person of the Company on completion of the Debt Conversion. Other than 1323552 BC Ltd., there are no affiliates or related parties of Mr. Sundher who have any interest in the Debt Conversion transaction. The purpose and business reasons for the Debt Conversion, and the anticipated effect of the transaction on the Company's business and affairs, is the elimination of significant debt of the Corporation, which is expected to enhance the Company's ability to raise capital for existing operations, and to enhance the Company's ability to identify and complete acquisitions of businesses or assets to complement and expand the Company's current product offerings. To the knowledge of the Company or any director or senior

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officer of the Company, after reasonable inquiry, no "prior valuations" (as defined in MI 61-101) in respect of the Company have been prepared within 24 months preceding the date of the agreement for the Debt Conversion. A discussion of the review and approval process of the Debt Conversion by the Company's board of directors will be set out in the management information circular of the Company with respect to the Meeting.

A copy of the agreement for the Debt Conversion can be viewed under the Company's profile at www.sedar.com.

The Company also announced the Private Placement. Under the Private Placement, which is subject to acceptance by the Exchange, the Company announced that it intends to issue, pursuant to applicable exemptions from prospectus requirements of Canadian securities laws, 3,658,537 Units at a price of CAD $0.205 per Unit. Each Unit comprises one Common Share and one Warrant. Each Warrant entitles the holder to purchase one additional Common Share of the Company at an exercise price of CAD $0.75 for a period of two (2) years from the date of issuance of the Units. DeepMarkit may pay a finder's fee of up to 7% in cash to eligible finders in connection with the issue and sale of any or all of the Units under the Private Placement. The net proceeds from the Private Placement will be used to fund continued business operations of DeepMarkit and for the Company's continued search for new business opportunities. Insiders of the Company may participate for up to 25% of the total offering. Common Shares issued pursuant to the Private Placement will be subject to a four month hold period required under applicable securities laws. The Private Placement is not conditional on completion of the Debt Conversion, and the Debt Conversion is not conditional upon completion of the Private Placement.

September 29, 2021:

The Company announced the closing of the first tranche of the Private Placement.

The first closing of the Private Placement consisted of 3,414,635 Units at a price of CAD $0.205 per Unit for gross proceeds of $700,000. Each Unit comprises one Common Share and one Warrant. Each Warrant entitles the holder to purchase one additional Common Share of DeepMarkit at an exercise price of CAD $0.75 for a period of two (2) years from the date of issuance of the Units.

The Company expects to complete the second and final closing of the Private Placement on or before October 8, 2021.

Completion of the private placement is subject to regulatory approval, including approval of the Exchange. All Common Shares and warrants issued pursuant to the Private Placement, and any Common Shares issued in connection with the exercise of warrants, will be subject to a four month hold period expiring on January 30, 2022, in accordance with the policies of the Exchange and applicable securities laws.

Aggregate finder's fees of $5,381.25 in cash were paid to PI Financial Corp. in connection with the Private Placement. The finder's fees represented 7% of the applicable subscription amounts.

Certain officers and a director of the Company subscribed for an aggregate of 287,293 Units pursuant to the Private Placement, for total aggregate proceeds of $58,895.07. As a result of this insider participation, the Private Placement constitutes a related-party transaction under MI 61-101. Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed. Pursuant to the first closing of the Private Placement, Alex Parken subscribed for 75,000 Units for a subscription of $15,375, which brings his total percentage of ownership of the Common Shares of DeepMarkit to 1.16%; Curtis Smith, subscribed for 36,585 Units for a subscription of $7,499.93, which brings his total percentage of ownership of the Common Shares of DeepMarkit to

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0.52%; and Darold Parken subscribed for 175,708 Units for a subscription of $36,020.14, which brings his total percentage of ownership of the common shares of DeepMarkit to 3.34%. The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(c) and 5.7(1)(b) of MI 61-101, as it was a distribution of securities for cash and neither the fair market value of the Units distributed to, nor the consideration received from, interested parties exceeded $2,500,000. The Private Placement was approved by the board of directors of the Company, including all of the directors that did not subscribe to the Private Placement.

The Company did not file a material change report more than 21 days before the expected closing of the Private Placement because the details of the participation therein by related parties of the Company were not settled until shortly prior to the first closing of the Private Placement and the Company wished to close on an expedited basis for business reasons.

The net proceeds from the Private Placement will be used to fund continued business operations of the Company and the Company's continued search for complementary business opportunities.

5.2 Disclosure for Restructuring Transactions

Not applicable.

6. Reliance on Subsection 7.1(2) of National Instrument 51-102 Continuous Disclosure Obligations :

Not applicable.

7. Omitted Information:

Not applicable.

8. Executive Officer Knowledgeable of Material Change:

Darold Parken, Chief Executive Officer

9. Date of Report:

October 1, 2021.

Forward Looking and Cautionary Statements

Statements in this material change report contain forward-looking information, including statements with respect to completion of additional closings of the Private Placement (and the timing thereof), receiving regulatory approval for the Private Placement and Debenture Conversion (including, as applicable, receipt of shareholder approval at the Meeting and receipt of Exchange approval), the anticipated use of proceeds from the Private Placement, and the anticipated effects of the Debt Conversion on the Company, and the ability of the Company to raise future capital and to identify and complete acquisitions of businesses or assets. Any statements that are contained in this material change report that are not statements of historical fact may be deemed to be forward-looking statements. The reader is cautioned that assumptions used in the preparation of any forwardlooking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of DeepMarkit. Factors that could cause the actual results to differ materially from those in forward-looking statements include, but are not limited to, failure to obtain necessary shareholder and regulatory approvals required for the Private Placement, or failure to obtain approval for the Debt Conversion and the creation of a new control person. The reader is cautioned not to place undue reliance on any forward-looking information.

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The forward-looking statements contained in this material change report are made as of the date of material change report and DeepMarkit does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.