Freshlocal Solutions Inc. — Capital/Financing Update 2021

Apr 26, 2021

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

Freshlocal Solutions Inc.

Item 1 Name of the Parties to the Transaction

Freshlocal Solutions Inc. (formerly Rainy Hollow Ventures Inc.) (the “ Issuer ”), and Sustainable Produce Urban Delivery Inc. (“ SPUD ”).

Item 2 Description of the Transaction

Qualifying Transaction

On April 16, 2021, the Issuer completed its “Qualifying Transaction” (the “ Transaction ”) pursuant to Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange, which consisted of a reverse take-over of the Issuer by SPUD by way of a statutory plan of arrangement in accordance with an arrangement agreement dated December 21, 2020, as amended on March 9, 2021 (the “ Arrangement Agreement ”), between the Issuer and SPUD.

The Transaction was a reverse takeover of the Issuer as such term is used in National Instrument 51-102 – Continue Disclosure Obligations .

Name Change and Consolidation

On April 15, 2021, in connection with the Transaction, the Issuer changed its name from “Rainy Hollow Ventures Inc.” to “Freshlocal Solutions Inc.”, and completed the consolidation of its common shares on the basis of eight (8) pre-consolidation common shares for one (1) post-consolidation common share.

For more information on the Transaction, please refer to the filing statement of the Issuer dated April 9, 2021 (the “ Filing Statement ”), a copy of which is available under the Issuer’s profile on SEDAR at www.sedar.com.

Item 3 Effective Date of Transaction

April 16, 2021.

Item 4 Names of Each Party, if any, that Ceased to be an Issuer Subsequent to the Transaction and of each Continuing Entity

Not applicable.

Item 5 Date of the Issuer's First Financial Year-End Subsequent to the Transaction

October 2, 2021.

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Item 6 Periods, including comparative periods, if any, of the Interim and Annual Financial Statements Required to be Filed for the Issuer's First Financial Year Subsequent to the Transaction

The following interim and annual financial statements to be filed by the Issuer in its first financial year subsequent to the Arrangement are the following:

• Unaudited quarterly financial statements of SPUD for the six month period ended April 3, 2021 which will be compared to SPUD’s six month period ended March 28, 2020;

• Unaudited quarterly financial statements of the Issuer for the nine month period ended July 3, 2021, which will be compared to SPUD’s nine month period ended June 27, 2021;

• Audited annual consolidated financial statements of the Issuer for the year ended October 2, 2021, which will be compared to SPUD’s annual financial statements for its year ended October 3, 2020;

• Unaudited quarterly financial statements of SPUD for the three month period ended January 1, 2022, which will be compared to SPUD’s three month period ended January 2, 2021; and

• Unaudited quarterly financial statements of the Issuer for the six month period ended April 2, 2022 which will be compared to SPUD’s six month period ended April 3, 2021.

Item 7 Documents filed under NI 51-102 that described the Transaction

The following documents have been filed on the Issuer's SEDAR profile:

• Press releases of the Issuer dated October 1, 2020, December 22, 2020, December 23, 2020, March 17, 2021, March 30, 2021, March 30, 2021, April 12, 2021, April 12, 2021 and April 16, 2021;

• Material change reports of the Issuer dated January 6, 2021 and April 23, 2021;

• The Filing Statement;

• Arrangement Agreement; and

• An agreement dated April 15, 2021 between the Issuer and SPUD establishing the effective time of the Arrangement.

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Dated: April 26, 2021

FRESHLOCAL SOLUTIONS INC.

Per: (signed) Adrienne Uy Name: Adrienne Uy Chief Financial Officer

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