Hempfusion Wellness Inc. — Capital/Financing Update 2021

Nov 5, 2021

Form 51–102F3 MATERIAL CHANGE REPORT

Item	1.	Name and Address of Company
		HempFusion Wellness Inc. (“HempFusion” or the “Company”)
		1550 Larimer Street, Suite 224
		Denver, Colorado 80202
Item	2.	Date of Material Change
		September 17, 2021, September 30, 2021 and October 1, 2021
Item	3.	News Release
		News releases announcing the material change referred to in this Material Change Report
		were disseminated by the Company through Business Wire on September 17, 2021 and
		October 5, 2021 and filed under the Company’s profile on SEDAR on the same date.
Item	4.	Summary of Material Change
		The Company completed its previously announced non‐brokered private placement and
		issued an aggregate 11,770,000 units (the “Units”) for gross proceeds of US$2,942,500
		(the “Private Placement”).
		David Doherty has resigned as a director of the Company effective September 17, 2021.
		Nick Grafton has resigned as a director of the Company effective September 30, 2021.

Item 5.1 Full Description of Material Change

The Company completed the Private Placement and issued 11,770,000 Units, at the price of US$0.25 per Unit, for gross proceeds of US$2,942,500. Each Unit comprised of one common share of the Company (“ Share ”) and one non‐transferable common share purchase warrant (“ Warrant ”) with each Warrant exercisable to acquire one Share at a price of US$0.50 per Share for a period of four years from the date of issuance.

Directors and officers subscribed for 1,600,000 Units at a purchase price of US$0.25 per Unit, including the Company’s CEO, Jason Mitchell, N.D., Jon Visser, Chief Operating Officer and various members of the Board. Proceeds will be used for general working capital and marketing initiatives.

The Company paid finder’s fee in the aggregate amount of US$30,275 to certain finders. The Company also issued an aggregate of 121,100 non‐transferable broker warrants in connection with the Private Placement, with each broker warrant exercisable for one Unit at the exercise price of US$0.25 per Unit for four years from the date of issuance.

David Doherty has resigned as a director of the Company effective September 17, 2021. The board of directors of the Company expresses their appreciation to Mr. Doherty for his contribution to the Company

Nick Grafton has resigned as a director of the Company effective September 30, 2021. The board of directors of the Company expresses their appreciation to Mr. Grafton for his contribution to the Company.

Not applicable.

5.2 Disclosure for Restructuring Transactions

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Item 6. Reliance on subsection 7.1(2) of National Instrument 51–102 Not applicable. Item 7. Omitted Information No information was omitted. Item 8. Executive Officers The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted: Jason Mitchell, N.D. Chief Executive Officer Telephone: 416‐803‐5638 Item 9. Date of Report November 5, 2021