HAVN Life Sciences Inc. — Capital/Financing Update 2021

Apr 10, 2021

FORM 51-102F3 Material Change Report

ITEM 1 Name and Address of Company

HAVN Life Sciences Inc. (the “ Company ”) 2200 – 885 West Georgia Street Vancouver, BC V6C 3E8

ITEM 2 Date of Material Change

April 7, 2021

ITEM 3 News Release

A news release announcing the material change was disseminated on April 8, 2021 and subsequently filed on SEDAR.

ITEM 4 Summary of Material Changes

On April 8, 2021, the Company announced the completion of the acquisition of GCO Packaging and Manufacturing Ltd. (“GCO”), acquiring 100% of the outstanding shares of GCO (the “Acquisition”) in exchange for an aggregate of 6,000,000 common shares of the Company (the “Consideration Shares”).

ITEM 5 Full Description of Material Change

On April 8, 2021, the Company announced the completion of the acquisition of GCO, acquiring 100% of the outstanding shares of GCO in exchange for an aggregate of 6,000,000 Consideration Shares.

GCO operates a large-scale manufacturing, packaging and distribution facility, which features a large warehouse with multi-level inventory racking, fully-equipped and functioning production and packaging rooms, and modern, fully-furnished boardroom, laboratory, and offices.

1,214,954 of the Consideration Shares will be issued to a creditor of GCO in connection with the settlement of certain outstanding indebtedness (the “Debt Settlement Shares”). The Debt Settlement Shares are subject to resale restrictions which, in respect of one-half (1/2) of such Debt Settlement Shares, expire in four (4) months, and which, in respect of the remaining Debt Settlement Shares, expire in five (5) months.

Release and delivery of the Consideration Shares to the former shareholders of GCO (the “Vendors”) are subject to the terms and conditions contained in the share purchase agreement between the Company and the Vendors, including an escrow arrangement whereby one-sixth (1/6) of such Consideration Shares will be released to the Vendors every three (3) months following closing, commencing three months from the closing date.

2

The completion of the Acquisition triggered the vesting of an aggregate of 9,000,000 outstanding performance warrants, all of which have been exercised, resulting in the issuance of 9,000,000 common shares of the Company to the holders thereof (the “Performance Warrant Shares”). The Performance Warrant Shares are subject to resale restrictions which, in respect of one-half (1/2) of such Performance Warrant Shares, expire in 45 days, and which, in respect of the remaining Performance Warrant Shares, expire in 90 days.

ITEM 6 Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

ITEM 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

ITEM 8 Executive Officer

For further information, please contact Tim Moore, Chief Executive Officers of the Company, at 604-359-0060.

ITEM 9 Date of Report

April 8, 2021