Highmark Interactive Inc. — Regulatory Filings 2021

Nov 19, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 – Name and Address of Company:

Highmark Interactive Inc. (formerly Stormcrow Holdings Corp.) 602-115 George St. Oakville, Ontario L6J 0A2

Item 2 - Date of Material Changes:

November 11, 2021

Item 3 – News Release:

A news release dated November 15, 2021 was disseminated over Newsfile Corp. and a copy was filed on SEDAR and is available at www.sedar.com.

Item 4 – Summary of Material Change:

Highmark Interactive Inc. (formerly Stormcrow Holdings Corp.) (the “ Corporation ”) completed its reverse take-over qualifying transaction consisting of the acquisition of all of the issued and outstanding securities in the capital of Highmark Innovations Inc. (“ Highmark ”) by way of a three-cornered amalgamation pursuant to which a whollyowned subsidiary of the Corporation amalgamated with Highmark, and as consideration for which, the Corporation issued securities of the Corporation in exchange for securities of Highmark (the “ Qualifying Transaction ”). Pursuant to the Qualifying Transaction, each Highmark shareholder received 1.40235 post-Consolidation (defined below) common shares in the capital of the Corporation (“ Common Shares ”) for each outstanding Highmark common share (the “ Highmark Shares ”) held, for a total issuance from treasury of 35,682,810 Common Shares, with such total being inclusive of 369,038 Highmark Shares issued in connection with the acquisition of Complex Injury Rehab Inc. (“ Complex Injury ”) and 1,882,093 Highmark Shares issued in connection with the acquisition of and Highmark Health Mississauga Inc. (“ Highmark Health ”).

Item 5 – Full Description of Material Change:

5.1 Full Description of Material Change

On November 11, 2021, the Corporation completed the Qualifying Transaction consisting of a reverse take-over of the Corporation by way of a three-cornered amalgamation whereby a wholly-owned subsidiary of the Corporation amalgamated with Highmark and became a wholly-owned subsidiary of the Corporation, as consideration for which, the Corporation issued securities of the Corporation in

• 2 -

exchange for securities of Highmark. Pursuant to the Qualifying Transaction, each Highmark shareholder received 1.40235 post-Consolidation Common Shares for each outstanding Highmark Share held, for a total issuance from treasury of 35,682,810 Common Shares, with such total being inclusive of the 369,038 Highmark Shares issued in connection with the acquisition of Complex Injury and the 1,882,093 Highmark Shares issued in connection with the acquisition of Highmark Health.

In addition, each convertible, exchangeable, or exercisable security of Highmark was exchanged for a convertible, exchangeable or exercisable security, as applicable, of the Corporation on substantially equivalent economic terms and conditions as the original convertible, exchangeable, or exercisable security of Highmark after applying the exchange ratio of 1:1.40235 (with according adjustments to exercise and conversion prices) resulting in the issuance by the Corporation of 6,963,863 warrants in respect of outstanding Highmark warrants, 3,523,386 options in respect of outstanding Highmark options, 665,442 broker warrants in respect of outstanding Highmark broker warrants, and $2,500,000 principal amount of 7.5% convertible unsecured subordinated debentures due 2024.

Prior to and in connection with the closing of the Qualifying Transaction, the Corporation consolidated its outstanding share capital (the “ Consolidation ”) on the basis of one post-Consolidation Common Share for every six pre-Consolidation Common Shares, changed its name to “Highmark Interactive Inc.”, and appointed MNP LLP as the new auditors of the Corporation. To the Corporation’s knowledge, there were no “reportable events” as defined in s. 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations .

The Corporation ceased to be a Capital Pool Company on November 15, 2021 and the Common Shares commenced trading on the TSX Venture Exchange under the symbol “HMRK” on November 17, 2021.

Following completion of the Qualifying Transaction, the Corporation has 40,032,810 Common Shares issued and outstanding. Assuming the exercise of all outstanding options, warrants and stock options and the conversion of all outstanding convertible debentures, 55,644,229 Common Shares will be outstanding on a fully diluted basis.

Acquisitions of Complex Injury and Highmark Health

Concurrently with and as a component of the Qualifying Transaction, the Corporation completed the acquisitions of Complex Injury and Highmark Health. Complex Injury is a community-based multidisciplinary rehabilitation clinic focused on providing integrated specialty care to patients with a variety of injuries, with a specific focus on neurological or complex injuries. Highmark Health is a community-based multidisciplinary healthcare clinic focused on providing integrated specialty care to patients with a variety of injuries, with a principal focus on patients who had suffered traumatic brain injury with a significant emphasis on the use of medical device technology. Highmark Health and Complex Injury will continue to operate as the clinical healthcare segment offering expert clinical services and unique digital

• 3 -

technologies to augment clinical care for better patient outcomes.

Directors and Officers of the Resulting Issuer

As a result of the closing of the Qualifying Transaction, the directors and officers of the Corporation are:

Dr. Sanjeev Sharma	Chief Executive Officer, Director
Don Harkness	Chief Financial Officer
Sunil Sharma	Vice-President, Corporate Development and Corporate Secretary
Brad Badeau	Director
Chris Schnarr	Director
Harry Jacobson	Director
Tracy Milner	Vice-President
Michael Affleck	Vice-President

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

Item 7 - Omitted Information:

Not applicable.

Item 8 – Executive Officer:

Don Harkness Chief Financial Officer info@highmark.tech

Item 9 – Date of Report:

November 19, 2021

Cautionary Note Regarding Forward-Looking Information

This material change report (the “ Report ”) contains forward-looking statements that relate to the current expectations and views of future events of the Corporation.

In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”,

• 4 -

“will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, predictions, indications, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking statements in this Report include, among other things, statements relating to potential synergies arising from the acquisitions of Complex Injury and Highmark Health, and the Company’s business generally. These statements and other forward-looking information are based on opinions, assumptions and estimates made by the Corporation in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Corporation believes are appropriate and reasonable in the circumstances. There can be no assurance that such estimates and assumptions will prove to be correct. In addition, if any of the assumptions or estimates made by management prove to be incorrect, actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained herein. Accordingly, prospective investors are cautioned not to place undue reliance on such information. Although the Corporation believes the assumptions underlying the statements related to the Corporation are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, and the risks identified in the filing statement, investors should not place undue reliance on these forward-looking statements.