Flow Capital Corp. — Capital/Financing Update 2020

Jun 12, 2020

FLOW CAPITAL CORP.

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

Flow Capital Corp. (" Flow Capita l") 1 Adelaide Street East, Suite 3002, PO Box 171 Toronto, Ontario M5C 2V9

2. Date of Material Change

June 9, 2020

3. News Release

A news release was issued and disseminated by Flow Capital on June 8, 2020 and filed on SEDAR.

4. Summary of Material Change

On June 9, 2020, Flow Capital completed a consolidation of its common shares (the " Common Shares ") on a 25,000 to 1 basis (the " Consolidation ") and immediately subsequent to the Consolidation, Flow Capital subdivided its Common Shares on a 1:12,500 basis (the " Subdivision ").

5. Full Description of Material Change

5.1

Full Description of Material Change

On June 9, 2020, the Common Shares were consolidated at a ratio of 25,000 pre-Consolidation Common Shares for every 1 post-Consolidation Common Share. Upon completion of the Consolidation, any holder of less than 1 post-Consolidation Common Share ceased to hold Common Shares and is entitled to cash consideration equal to that number of pre-Consolidation Common Shares held by the holder multiplied by an amount equal to the volume weighted average trading price of the Common Shares for the ten trading days immediately preceding the date of the Consolidation, rounded down to the nearest whole cent. Immediately following the completion of the Consolidation, the post-Consolidation Common Shares were subdivided on the basis of 12,500 post-Subdivision Common Shares for each 1 pre-Subdivision (post-Consolidation) Common Share.

The Common Shares began trading on a post-Consolidation/Subdivision basis on the TSX Venture Exchange as of the opening of trading on June 9, 2020. The trading symbol for the Common Shares, FW, did not change. A new CUSIP number of 343449203 was assigned to the Common Shares post Consolidation and Subdivision.

See the news release dated June 8, 2020.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

The name and business telephone number of an executive officer of Flow Capital who is knowledgeable about the material change and this material change report is:

Gaurav Singh Chief Financial Officer Phone: 416-477-0383

9. Date of Report

June 12, 2020.