FLUENT — Regulatory Filings 2020

Feb 18, 2020

FORM 51-102F3

MATERIAL CHANGE REPORT

1. NAME AND ADDRESS OF COMPANY

Cansortium Inc. (the “ Company ”) 82 NE 26th St, Suite 100 Miami, Florida 33137

2. DATE OF MATERIAL CHANGE

February 7, 2020.

3. PRESS RELEASE

A News Release was issued and disseminated on February 7, 2020, through Canada NewsWire. The News Release has been filed on SEDAR.

4. SUMMARY OF MATERIAL CHANGE

The Company entered into a management services agreement with MXY EQUIPMENT HOLDINGS, LLC (“ Moxie SubCo ”), a wholly owned subsidiary of MXY Holdings LLC (“ Moxie ”), pursuant to which Moxie, by way of Moxie SubCo, will provide management and operational consulting services to the Company.

The Company has also completed a non-brokered private placement offering of 10,189,758 equity units (each, a " Unit ", and collectively, “ Units ”) at a price of US$0.45 per Unit for aggregate gross proceeds of approximately US$4.6 million.

5. FULL DESCRIPTION OF MATERIAL CHANGE

5.1 Full Description of Material Change

The Company entered into a management services agreement (the “ Management Services Agreement ”) with Moxie SubCo, a wholly owned subsidiary of Moxie, pursuant to which Moxie, by way of Moxie SubCo, will provide management and operational consulting services to the Company for an initial term of two (2) years, on and subject to the terms of the Management Services Agreement.

Additionally, the Company completed a non-brokered private placement offering of 10,189,758 Units, at a price of US$0.45 per Unit, for aggregate gross proceeds of approximately US$4.6 million. Each Unit is comprised of one (1) common share of the Company (each, a " Common Share ") and one (1) Common Share purchase warrant (each, a " Warrant ", and collectively, “ Warrants ”), entitling the holder thereof to acquire one (1) additional Common Share (each, a " Warrant Share ") at a price of US$0.45 per Warrant Share for a period of thirty-six (36) months from the date of issuance of the Units, subject to the Accelerated Exercise Period (as hereinafter defined).

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In the event that, beginning on the date that is four (4) months and one (1) day following the date of issuance of the Units, the daily volume-weighted average trading price of the Common Shares on a recognized Canadian stock exchange is greater than US$0.90 for twenty (20) consecutive trading days (each, a “ Trigger Event ”), the Company will have the right (but not the obligation) to, within ten (10) calendar days of any Trigger Event, deliver a notice to each of the subscribers for Units (each, a “ Subscriber ”) advising such Subscriber of the Trigger Event, in which case such Subscriber will have a period of thirty (30) days following the date of such notice (the “ Accelerated Exercise Period ”) to exercise the Warrants and any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period.

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

No information has been intentionally omitted from this form.

8. EXECUTIVE OFFICER

For further information contact Todd Buchman, Chief Legal Officer, at 305-441-9085.

9. DATE OF REPORT

February 18, 2020.

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