FLUENT — Capital/Financing Update 2022

Nov 11, 2022

Form 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of the Company

Cansortium Inc. (the “ Corporation ”) 82 NE 26th Street, Unit 110 Miami, FL 33137

2. Date of Material Change

November 2, 2022

3. News Release

The news release attached hereto as Schedule “A” regarding the material change was disseminated by the Corporation over Cision on November 2, 2022.

4. Summary of Material Change

The Corporation announced that it is undertaking a shares for debt conversion.

5. Full Description of Material Change

For a full description of the material change, please refer to the press release of the Corporation dated November 2, 2022 attached hereto as Schedule “A”.

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

Not applicable.

7. Omitted Information

No significant facts have been omitted from this report.

8. Executive Officer

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

Todd Buchman Chief Legal Officer Tel: 1.305.441.9085

9. Date of Report

November 11, 2022.

SCHEDULE “A”

Please see attached.

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Cansortium Announces Shares for Debt Settlement

MIAMI, Nov. 2, 2022 /CNW/ - Cansortium Inc. (CSE: TIUM.U) (OTCQX: CNTMF) ("Cansortium" or the "Company"), a vertically-integrated cannabis company operating under the Fluent™ brand, announces that it has agreed with certain of its directors to issue an aggregate of 1,048,386 common shares (" Debt Shares ") to such directors in exchange for the cancellation of an aggregate of US$162,500 of director fees owing. The Debt Shares are being issued at a price equal to the closing market price of the common shares of the Company as listed on the Canadian Securities Exchange (" CSE ") on September 30, 2022, being US$0.155, in accordance with the policies of the CSE. In addition, each of the directors of the Company have agreed to be paid the fees owing to them for the period of October 1, 2022 to December 31, 2022 in common shares of the Company at a price per share equal to the closing market price of the common shares as listed on the CSE on December 31, 2022, in accordance with the policies of the CSE.

The issuance of the Debt Shares to the directors constitutes a "related party transaction" as this term is defined in Multilateral Instrument 61-101: Protection of Minority Securityholders in Special Transactions (" MI 61-101 "). The directors of the Company, acting in good faith, determined that the fair market value of the Debt Shares being issued pursuant to the shares for debt transaction and the consideration being paid is reasonable. The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the Debt Shares nor the debt exceeds 25% of the Company's market capitalization.

The Company did not file a material change report more than 21 days before the expected closing of the shares for debt transaction as the details and amounts of debts settled under the transaction were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable, which the Company deems reasonable as it wishes to reduce its accrued liabilities as soon as possible. Any Debt Shares issued to Canadian residents pursuant to the debt conversion will be subject to a four (4) month hold period.

About Cansortium Inc.

Cansortium is a vertically-integrated cannabis company with licenses and operations in Florida, Pennsylvania, Michigan and Texas. The Company operates under the Fluent™ brand and is dedicated to being one of the highest quality cannabis companies for the communities it serves. This is driven by Cansortium's unrelenting commitment to operational excellence in cultivation, production, distribution and retail. The Company is headquartered in Miami, Florida.

Cansortium Inc.'s common shares trade on the CSE under the symbol "TIUM.U" and on the OTCQX Best Market under the symbol "CNTMF". For more information about the Company, please visit www.getfluent.com.

Forward-Looking Information

Certain information in this news release may constitute forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates, and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity,

performance or achievements to be materially different from those expressed or implied by such forwardlooking information, including but not limited to the factors described in the public documents of the Company available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this news release are made as of the date of this news release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

View original content to download multimedia: https://www.prnewswire.com/news-releases/cansortium-announces-shares-for-debt-settlement-301666664.html

SOURCE Cansortium Inc

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/November2022/02/c8779.html

%SEDAR: 00046278E

For further information: Company Contact: Robert Beasley, CEO, (850) 972-8077, investors.getfluent.com; Investor Relations Contact: Sean Mansouri, CFA, Elevate IR, (720) 330-2829, investors@cansortiuminc.com

CO: Cansortium Inc

CNW 16:05e 02-NOV-22