Highmark Interactive Inc. — Regulatory Filings 2021

Nov 19, 2021

HIGHMARK INTERACTIVE INC. (FORMERLY STORMCROW HOLDINGS CORP.)

NOTICE OF CHANGE IN CORPORATE STRUCTURE

(Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations )

1. Name of the parties to the transaction:

Highmark Interactive Inc. (formerly Stormcrow Holdings Corp.) (the “ Issuer ”), a corporation existing under the laws of Ontario and a reporting issuer in the provinces of British Columba, Alberta, Saskatchewan and Ontario, 2845009 Ontario Inc., a whollyowned subsidiary of the Issuer (‘ Mergerco ”) and Highmark Innovations Inc. (“ Highmark PrivateCo ”).

2. Description of the transaction:

On November 11, 2021, the Issuer and Highmark PrivateCo completed a reverse take-over transaction (the “ Transaction ”) that constituted the “qualifying transaction” of the Issuer under the policies of the TSX Venture Exchange (“ TSXV ”). Pursuant to the terms and conditions of an acquisition agreement between the Issuer, Highmark PrivateCo and Mergerco dated November 4, 2021 (the “ Acquisition Agreement ”), Highmark PrivateCo amalgamated with Mergerco in exchange for which the Issuer issued securities of the Issuer to securityholders of Highmark PrivateCo (including convertible securities) on substantially equivalent economic terms at an exchange ratio of one Highmark PrivateCo share for 1.40235 post-Consolidation Common Shares (as defined below), with according changes to the number and exercise or conversion price of convertible securities. The amalgamated company will continue its existence as a wholly-owned subsidiary of the Issuer.

Prior to the completion of the Transaction, the Issuer consolidated its issued and outstanding common shares (the “ Common Shares ”) by a factor of one post-consolidation Common Share for each six outstanding pre-consolidation Common Shares (the “ Consolidation ”), and changed its name to “Highmark Interactive Inc.”

Further details in respect of the Transaction are set out in the Issuer’s filing statement dated November 4, 2021 available on SEDAR at www.sedar.com. The Common Shares of the Issuer will continue to be listed on the TSXV and trade under the symbol “HMRK”.

3. Effective date of the transaction:

The effective date of the transaction is November 11, 2021.

4. Names of each party, if any, that ceased to be a reporting issuer subsequent to the transaction and of each continuing entity:

No parties ceased to be a reporting issuer as a result of the Transaction. The Issuer will continue to be a reporting issuer in British Columba, Alberta, Saskatchewan and Ontario.

5. The date of the reporting issuer’s first financial year-end subsequent to the transaction:

December 31, 2021.

6. The periods, including the comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer’s first financial year after the transaction:

The Issuer and Highmark PrivateCo, as reverse take-over acquirer, have the same year end. For clarity, the interim and annual financial statements to be filed by the Issuer in its first financial year subsequent to the Transaction are:

• Audited annual consolidated financial statements of the Issuer for the year ended December 31, 2021

• Unaudited quarterly financial statements of the Issuer for the three month period ended March 31, 2022

• Unaudited quarterly financial statements of the Issuer for the six month period ended June 30, 2022

• Unaudited quarterly financial statements of the Issuer for the nine month period ended September 30, 2022

• Audited annual consolidated financial statements of the Issuer for the year ended December 31, 2022

7. The documents filed under NI 51-102 that described the transaction:

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

• News releases dated December 11, 2020, June 1, 2021, June 11, 2021, September 28, 2021, November 5, 2021, and November 15, 2021;

• Management information circulars dated July 6, 2021 and August 16, 2021

• Acquisition agreement dated November 4, 2021

• Filing Statement dated November 4, 2021

• Amalgamation agreement dated November 11, 2021

• Material change report dated November 19, 2021

• Notice of Change in Corporate Structure filed November 19, 2021

DATED this 19[th] day of November, 2021.

HIGHMARK INTERACTIVE INC.

“Don Harkness” Name: Don Harkness Title: Chief Financial Officer

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