Deepspatial Inc. — Regulatory Filings 2020

Dec 22, 2020

NOTICE OF CHANGE IN CORPORATE STRUCTURE Pursuant to Section 4.9 of National Instrument 51-102

Continuous Disclosure Obligations

1. Names of the parties to the transaction.

DeepSpatial Inc. (formerly Aylen Capital Inc.) (the " Issuer ") and Loc8 Corp. (" Loc8 ").

2. Description of the transaction.

The Issuer completed a three corner amalgamation (the " Transaction ") pursuant to the terms of an acquisition agreement (the " Acquisition Agreement ") dated September 2, 2020 among the Issuer, Loc8, 2774951 Ontario Limited, John Pennal and Grapevine Analytics Inc..

The Transaction was completed on December 22, 2020. All of the issued and outstanding securities of Loc8 were exchanged for securities of the Issuer on a one-for-one basis. Additional information with respect to the Transaction is set out in the Acquisition Agreement, the management information circular of the Issuer dated November 13, 2020 (the " Circular "), the press release of the Issuer dated December 22, 2020 (the " Press Release ") and the material change report of the Issuer dated December 22, 2020 (the " MCR "), each of which is available under the Issuer's SEDAR profile at www.sedar.com.

3. Effective date of the transaction.

December 22, 2020.

4. Name of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity.

The Issuer will continue to be a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland.

5. Date of the reporting issuer’s first financial year-end after the transaction if paragraph (a) or subparagraph (b)(ii) of section 4.9 of NI 51-102 applies.

The Issuer's first financial year-end subsequent to the Transaction is June 30, 2021, as the Issuer has adopted the year-end of Loc8 (being the reverse takeover acquirer in accordance with s. 4.10(1)(b) of National Instrument 51-102 – Continuous Disclosure Obligations ).

6. Periods of the interim and annual financial statements required to be filed for the reporting issuer's first financial year subsequent to the transaction.

• a) Interim financial statements for the three and six month period ended December 31, 2020;

• b) Interim financial statements for the three and nine month period ended March 31, 2021;

• c) Annual financial statements for the year ended June 30, 2021;

• d) Interim financial statements for the three month period ended September 30, 2021;

• e) Interim financial statements for the three and six month period ended December 31, 2021; and

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  • f) Interim financial statements for the three and nine month period ended March 31, 2022.

7. Documents filed describing the transaction and where those documents can be found in electronic format.

For further information on the Transaction, please see the Acquisition Agreement, the Circular, the Press Release and the MCR, each of which is available under the Issuer's SEDAR profile at www.sedar.com.

8. Date of report.

December 22, 2020.