GetSwift Technologies Limited — Regulatory Filings 2021

Jan 15, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT UNDER NATIONAL INSTRUMENT 51-102

1. Name and Address of Company

GetSwift Technologies Limited (the “ Company ”) 1185 Avenue of the Americas, 3[rd] Floor New York, New York 10036

2. Date of Material Change

January 13, 2021

3. News Release

A news release dated January 13, 2020 was disseminated through the facilities of Newsfile Corp. and subsequently filed on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

4. Summary of Material Change

On January 13, 2021, the Company implemented a scheme of arrangement with GetSwift Limited, an Australian public company listed on the Australian Securities Exchange (“ GSW ”) under Part 5.1 of the Australian Corporations Act 2001 (Cth) (the “ Arrangement ”). In connection with the implementation of the Arrangement, the Common Shares were listed and posted for trading on the NEO Exchange Inc. (the “ NEO ”) under the symbol “GSW” as of the open of trading on January 13, 2021. GSW has applied to ASX to be removed from the official list of the ASX with effect from the close of trading on ASX on January 15, 2021.

5. Full Description of Material Change

5.1 Full Description of Material Change

On January 13, 2021, upon implementation of the Arrangement (i) all of the issued and outstanding fully paid ordinary shares of GSW (the “ GSW Shares ”) were exchanged for Common Shares based on an exchange ratio of seven GSW Shares for each Common Share (the “ Exchange Ratio ”) and (ii) GSW became a wholly-owned subsidiary of the Issuer. In addition, the terms of the options of GSW (“ GSW Options ”) outstanding as at January 6, 2021 (the “ Arrangement Record Date ”) were amended in connection with the Arrangement pursuant to agreements between GSW and each holder of GSW Options, such that, with effect following the implementation of the Arrangement, upon exercise, the holders of such GSW Options will receive, in lieu of GSW Shares, such number of Common Shares as determined by the Exchange Ratio.

In connection with the implementation of the Arrangement, the Common Shares were listed and posted for trading on the NEO under the symbol “GSW” as of the open of trading on January 13, 2021. GSW has applied to ASX to be removed from the official list of the ASX with effect from the close of trading on ASX on January 15, 2021.

The Arrangement is further described in the Company’s final prospectus dated January 4, 2021 (the “ Prospectus ”) filed with the securities regulatory authorities in the provinces of British

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Columbia and Ontario. The Prospectus qualifies the distribution for resale under applicable securities laws and trading on NEO of (i) the 30,764,917 Common Shares, all issued for no additional consideration in exchange for 215,354,419 GSW Shares pursuant to the Arrangement, and (ii) up to 1,388,167 Common Shares (“ Option Shares ”), all issuable upon the due exercise of certain legacy options of GSW (the “ GSW Options ”). An aggregate of 47,458 Common Shares issued under the Arrangement, representing 0.002% of the issued and outstanding Common Shares, attributable to Ineligible Foreign Shareholders (as defined in the Prospectus) were issued to Canaccord Genuity Corp. (“ Canaccord ”), as Sale Agent, pursuant to an agreement between Canaccord and the Company, under which Canaccord agreed to sell such Common Shares on NEO and account to each Ineligible Foreign Shareholder for the proportion of the net proceeds from the sale of such Common Shares.

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

Joel Macdonald President, GetSwift Technologies Limited enquiries@getswift.co

9. Date of Report

January 15, 2021