Genesis AI Corp. — Board/Management Information 2020

Oct 24, 2020

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Gallagher Security Corp. (the “ Company ”) 700 - 1620 Dickson Avenue Kelowna, BC V1Y 9Y2

Item 2: Date of Material Change

October 22, 2020.

Item 3: News Release

A news release was issued and disseminated on October 22, 2020 through a newswire distribution service and filed on SEDAR and the Canadian Securities Exchange.

Item 4: Summary of Material Change

Jeremy Wiebe was appointed to the board of directors of the Company. William Marsh resigned as a director of the Company.

Item 5: Full Description of Material Change

5.1 Full Description of Material Change

The Company is pleased to announce the appointment of Mr. Jeremy Wiebe to the Company’s board of directors.

Jeremy Wiebe is a Partner with Drake Wellington Insurance and a Private Wealth Advisor with Raintree Financial, where he works with families and businesses to develop comprehensive financial plans and investment strategies. He has previously worked in business development with family owned enterprises focused on manufacturing, engineering and new product development, and was also a director with EnGold Mines Ltd. which was engaged in mineral exploration in the Cariboo region of British Columbia. Mr. Wiebe is a Chartered Investment Manager, has a BA and MA from Trinity Western University, and previously was enrolled in PhD studies at McGill University.

William Marsh has resigned as a director of the Company. The Company wishes Mr. Marsh all the best in his future endeavours.

5.2 Disclosure for Restructuring Transaction

N/A.

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

N/A.

Item 7: Omitted Information

N/A.

Item 8: Executive Officer

The following executive officer of the Company is knowledgeable about the material change disclosed in this report and may be contacted as follows:

Devinder Randhawa Phone: 1-250-868-8177

Item 9: Date of Report

October 23, 2020.