Eddy Smart Home Solutions Ltd. — Capital/Financing Update 2024

May 7, 2024

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Eddy Smart Home Solutions Ltd. (the “ Company ”) 6 Eglinton Avenue E., Suite 200 Toronto, ON M4P 1A6

Item 2 Date of Material Change

May 1, 2024

Item 3 News Release

A press release in connection with the material change was issued on May 1, 2024 through Canadian newswires and filed on www.sedarplus.com under the Company’s profile and is attached hereto as Schedule “A” (the “ News Release ”).

Item 4 Summary of Material Change

The Company has initiated a non-brokered private placement to raise gross proceeds of up to $8,000,000, comprised of up to 5,333,333 post-consolidation common shares of the Company at $1.50 per post-consolidation share (the “ Offering ”). The Company will consolidate the Company’s common shares, subject to TSX-V approval, on the basis of one post-consolidation common share for up to every 100 pre-consolidation common shares (the “ Consolidation ”).

Mark Silver, the CEO and Chairman of the Company, has agreed to subscribe (either directly or through a controlled entity) for, at a minimum, approximately 885,787 postconsolidation common shares pursuant to the Offering, representing his current percentage holdings (16.6%) of the Company. In addition, and if any amount of the Offering is unsubscribed for following the participation of other investors, including those participating under the Existing Securityholder Exemption (see below), Mr. Silver has agreed to subscribe, either directly or through related parties, for the balance of the Offering. To the extent that Mr. Silver’s participation in the Offering will increase his shareholdings above 20% of the issued and outstanding common shares of the Company, completion of Mr. Silver’s subscription will be subject to approval of the disinterested shareholders of the Company. The closing of the subscription of Mr. Silver or his related parties will also be subject to a condition that the Company shall have reached agreements to settle outstanding debts with all secured parties and certain unsecured creditors other than normal and current trade payables.

In addition to other prospectus exemptions commonly relied upon in private placements, including the accredited investor exemption, the Offering will be made available to existing shareholders of the Company who, as of the close of business on April 30, 2024 held

common shares of the Company (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption available under Ontario Securities Commission Rule 45-501 - Ontario Prospectus and Registration Exemptions and equivalent provisions of applicable securities laws in other jurisdictions of Canada (the “ Existing Security Holder Exemption ”).

The issuance of securities to insiders (such as Mr. Silver) pursuant to the Offering will also be considered related party transactions within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 P rotection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Company will seek majority of minority shareholder approval for the Offering, including the participation of Mr. Silver in the Offering at the Company’s upcoming annual general and special meeting (the “ Shareholder Meeting ”). The Company is relying on the exemptions from the valuation requirements of MI 61-101 contained in section 5.5(b) of MI 61-101, as the Company is not listed on a specified market.

Related Party Transaction

Pursuant to MI 61-101, the Company is required to include the following in this Material Change Report:

(a) A description of the transaction and its material terms

A description of the Offering and Consolidation, and material terms thereof, can be found above, and in the News Release. Pursuant to the Offering, Mr. Silver or his associated entities may subscribe for a minimum of 885,787 post-consolidation common shares of the Company (assuming full take-up by other subscribers in the Offering) or 5,333,333 post-consolidation common shares of the Company (assuming no take-up by other subscribers in the Offering).

(b) The purpose and business reasons for the transaction

The Company intends to use the net proceeds from the Offering for the repayment of the Company’s loans and for general working capital purposes.

• (c) The anticipated effect of the transaction on the Company’s business and affairs

The issuance of the post-consolidation common shares to Mr. Silver or his associated entities will increase Mr. Silver’s equity ownership of the Company, while providing the Company with necessary funding to repay various creditors and working capital.

• (d) A description of (i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties, and (ii) the anticipated effect of the transaction on the percentage of securities of the Company, or of an affiliated entity of the Company, beneficially owned or

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controlled by each person referred to in subparagraph (i) for which there would be a material change in that percentage

Prior to the closing of the Consolidation and Offering, Mr. Silver directly owns 3,682,689 common shares, and 100,000 options exercisable into common shares, Shalcor Management Inc. (“ Shalcor ”) a corporation controlled by Mr. Silver and a joint actor of Mr. Silver directly owns 7,279,286 common shares and York Plains Investment Corp. (“ York Plains ”) a corporation controlled by Mr. Silver and a joint actor of Mr. Silver directly owns 2,246,556 common shares. As such, prior to closing of the Consolidation and Offering, Mr. Silver, together which his associated entities, together hold 13,208,531 common shares, representing approximately 16.61% of the current issued and outstanding common shares, and 100,000 options.

Following the closing of the Consolidation and Offering and without additional issuance or conversion of securities, Mr. Silver will directly or indirectly through his associated entities own 1,017,872, post-consolidation common shares of the Company (assuming full take-up in the Offering by other subscribers) representing 16.61% of the post-consolidation shares on an undiluted basis or 5,465,418 postconsolidation common shares of the Company (assuming no take-up in the Offering by other subscribers) representing 89.18% of the post-consolidation shares on an undiluted basis.

• (e) A discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the Company for the transaction, including a discussion of any materially contrary views or abstention by a director and any material disagreement between the board and the special committee

To be included in the Company’s next Management Information Circular.

• (f) A summary, in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction

Not applicable.

• (g) Disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the Company that relates to the subject matter of or is otherwise relevant to the transaction (i) that has been made in the 24 months before the date of this Material Change Report, and (ii) the existence of which is known, after reasonable inquiry, to the Company or to any director or senior officer of the Company

Not applicable.

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• (h) The general nature and material terms of any agreement entered into by the Company, or a related party of the Company, with an interested party or a joint actor with an interested party, in connection with the transaction

The participation by Mr. Silver, Shalcor or York Plains in the Offering will be effected pursuant to a subscription agreement to be entered into between the Company and the respective subscriber (the “ Subscription Agreement ”). The Subscription Agreement will provide for the issuance of the post-consolidation common shares to Mr. Silver or his controlled companies, described above, and will contain customary representations, warranties, and covenants.

• (i) Disclosure of the formal valuation and minority approval exemptions, if any, on which the Company is relying under sections 5.5 and 5.7 of MI 61-101, respectively, and the facts supporting reliance on the exemptions

The Company is relying on the exemptions from the formal valuation requirements of MI 61-101 contained in section 5.5(b) of MI 61-101, as the Company is not listed on a specified market. The Company is not relying on any minority approval exemptions. The Company will seek majority of minority shareholder approval for the Offering, including the participation of Mr. Silver or his associated entities in the Offering at the Company’s upcoming annual general and special meeting.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

Full details of the transaction are available in the News Release attached hereto.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

Item 7 Omitted Information

Not applicable.

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Item 8 Executive Officer

Cory Silver, President.

Phone number: 1 (877) 388-3339.

Email: ir@eddysolutions.com.

Item 9 Date of Report

May 7, 2024

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Schedule “A” Press Release

Eddy Smart Home Solutions Ltd. Announces Private Placement of up to $8,000,000 and Share Consolidation

May 1, 2024, TORONTO, CANADA – Eddy Smart Home Solutions Ltd. (“ Eddy ” or the “ Company ”) (TSXV: EDY) is pleased to announce the initiation of a non-brokered private placement to raise gross proceeds of up to $8,000,000, comprised of up to 5,333,333 postconsolidation (see below) common shares of the Company at $1.50 per post-consolidation share (the “ Offering ”).

Mark Silver, the CEO and Chairman of the Company, has agreed to subscribe (either directly or through a controlled entity) for, at a minimum, approximately 885,787 postconsolidation common shares pursuant to the Offering, representing his current percentage holdings (16.6%) of the Company. In addition, and if any amount of the Offering is unsubscribed for following the participation of other investors, including those participating under the Existing Securityholder Exemption (see below), Mr. Silver has agreed to subscribe, either directly or through related parties, for the balance of the Offering. To the extent that Mr. Silver’s participation in the Offering will increase his shareholdings above 20% of the issued and outstanding common shares of the Company, completion of Mr. Silver’s subscription will be subject to approval of the disinterested shareholders of the Company. The closing of the subscription of Mr. Silver or his related parties will also be subject to a condition that the Company shall have reached agreements to settle outstanding debts with all secured parties and certain unsecured creditors other than normal and current trade payables.

In addition to other prospectus exemptions commonly relied upon in private placements, including the accredited investor exemption, the Offering will be made available to existing shareholders of the Company who, as of the close of business on April 30, 2024 (the “ Record Date ”), held common shares of the Company (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption available under Ontario Securities Commission Rule 45-501 – Ontario Prospectus and Registration Exemptions and equivalent provisions of applicable securities laws in other jurisdictions of Canada (the “ Existing Security Holder Exemption ”). Under the Existing Security Holder Exemption, existing shareholders that do not qualify as accredited investors are limited to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from investors relying on the Existing Security Holder Exemption exceeding the maximum amount of the Offering allowable under the Existing Security Holder Exemption ($1,193,000), the Company intends to adjust the subscriptions received on a pro-rata basis. The total number of common shares issuable under the Existing Security Holder Exemption will not be greater than 100% of the Company’s issued outstanding common shares post-consolidation.

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If you are an existing shareholder of the Company as of the Record Date who is interested in participating in the Offering, please contact Boris Baril at ir@eddysolutions.com or at 200-6 Eglinton Avenue East, Toronto, Ontario Canada M4P 1A6 and 1 (877) 388-3339 extension 6 for further information. Participation under the Existing Shareholder Exemption will be open from the date of this news release until one week prior to the closing date of the Offering, which date will be confirmed shortly, with all required documentation to be provided to the Company on or before such date. If you are a shareholder of Eddy who held common shares on the Record Date and wish to participate in the Offering, please contact the Company on or before such date.

The issuance of securities to insiders (such as Mr. Silver) pursuant to the Offering will also be considered related party transactions within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Company will seek majority of minority shareholder approval for the Offering, including the participation of Mr. Silver in the Offering at the Company’s upcoming annual general and special meeting (the “ Shareholder Meeting ”).

The Company intends to use the net proceeds from the Offering for the repayment of the Company’s loans and for general working capital purposes.

Any common shares issued under the Offering will be subject to a statutory period of four months and one day from the date of issuance. The Offering is subject to approval of the TSX Venture Exchange (“ TSX-V ”).

The offered securities will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons, except in certain transactions exempt from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, securities of the Company in the United States.

Share Consolidation

The Company will consolidate the Company’s common shares, subject to TSX-V approval, on the basis of one post-consolidation common share for up to every 100 pre-consolidation common shares (the “ Consolidation ”). The Company will not be seeking a new name or trading symbol. The Company will seek approval of the Consolidation at the Shareholder Meeting.

The Company will issue a future news release announcing the effective date of the Consolidation and its new CUSIP and ISIN numbers.

Currently, there are 79,528,619 common shares issued and outstanding, and after the Consolidation and before the closing of the Offering, there will be approximately 795,286 common shares issued and outstanding. No fractional shares will be issued as a result of

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the Consolidation. Instead, any fractional share interest of 0.5 or higher arising from the Consolidation will be rounded up to one whole share, and any fractional share interest of less than 0.5 will be cancelled without further compensation.

Registered shareholders of the Company will receive a letter of transmittal from the Company’s transfer agent with instructions for exchanging their pre-consolidation shares for post-consolidation shares. Shareholders who hold their shares through a broker or other intermediary will not need to complete a letter of transmittal.

About Eddy Smart Home Solutions Ltd.

Eddy is a North American provider and developer of residential and commercial smart water metering products and monitoring services, helping property owners protect, control, and conserve water usage by combining water sensing devices with behavioural learning software. For more detail on the Company’s products or corporate information please visit www.eddysolutions.com.

For further information on the financial results of the Company, please review the Company’s audited consolidated financial statements and management’s discussion and analysis of the financial condition and results of operations for the three and twelve months ended December 31, 2023, available on Eddy’s SEDAR website at www.sedarplus.ca. In addition, supplemental information is available on the Eddy’s website at www.eddysolutions.com/investors.

For further information, please contact:

Cory Silver, President Tel: 1 (877) 388-3339 extension 6 Email: ir@eddysolutions.com

FORWARD-LOOKING INFORMATION AND STATEMENTS

This news release contains forward-looking statements within the meaning of applicable securities laws including, among others, statements concerning our objectives, our strategies to achieve those objectives, our performance, as well as statements with respect to management’s beliefs, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance, or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intent”, “estimate”, “anticipate”, “believe”, “should”, “plans”, or “continue”, or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. Forward looking information in this news release includes (but is not limited to) information regarding the closing of the Offering, the issuance of any securities in any subsequent closing, Mr. Silver’s participation in the Offering, the completion of the Consolidation, obtaining majority of the minority shareholder approval

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for Mr. Silver’s participation in the Offering, the Company’s stated use of the net proceeds, and TSX Venture Exchange approval. These statements are not guarantees of future events or performance and are based on our estimates and assumptions that are subject to risks and uncertainties, including those described under the heading “Risk Factors” in the Company’s filing statement dated January 6, 2022 (a copy of which can be obtained at www.sedarplus.ca), which could cause our actual results and performance to differ materially from the forward-looking statements contained in this news release.

All forward-looking statements in this news release are qualified by these cautionary statements. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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

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