HIRE Technologies Inc. — Capital/Financing Update 2020

Sep 4, 2020

FORM 51-102F3 MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF ISSUER

Hire Technologies Inc. 55 Adelaide Street East, Suite 400 Toronto, Ontario M5C 1K6

ITEM 2. DATE OF MATERIAL CHANGE

August 24, 2020

ITEM 3. NEWS RELEASE

Issued on August 24, 2020 through the facilities of Newsfile Corp. and filed on System for Electronic Document Analysis and Retrieval (SEDAR).

ITEM 4. SUMMARY OF MATERIAL CHANGE

On August 24, 2020, the Company announced the closing of its previously announced non-brokered private placement (the “ Offering ”) of 9% unsecured convertible debentures (the “ Convertible Debentures ”) for aggregate gross proceeds of $2,419,000.

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE

On August 24, 2020, the Company announced the closing of the Offering, whereby the Company issued $2,419,000 in aggregate principal amount of Convertible Debentures. The Convertible Debentures have a maturity date of July 31, 2023 (the “ Maturity Date ”), will bear interest at 9.0% per annum, payable semi-annually in arrears, in cash or, at the option of the Company, in common shares of the Company (“ Common Shares ”) at a conversion price equal to the greater of the volume weighted average trading price of the Common Shares on the TSX Venture Exchange (“ TSXV ”) for 20 consecutive trading days ending on the date immediately preceding the payment date and the lowest price permitted by the TSXV (the “ Interest Conversion Price ”).

The holder may convert all or part of the Convertible Debentures into units (“ Units ”) at a conversion price of $0.30 per Unit (the “ Unit Conversion Price ”) at any time prior to the Maturity Date. Each Unit will be comprised of one Common Share and one common share purchase warrant (a “ Unit Warrant ”) with each Unit Warrant entitling the holder to purchase one Common Share at a price of $0.60 at any time prior to the Maturity Date. In addition, should the daily volume weighted average trading price of the Common Shares on the TSXV exceed $0.65 for a period of 10 consecutive trading days, the Company may, at its discretion, force the conversion of all of the Convertible Debentures into Units, at the Unit Conversion Price. Upon any conversion of the Debentures, the Company may elect to pay all or any portion of accrued and unpaid interest in Common Shares of the Company at the Interest Conversion Price.

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In consideration for introducing certain subscribers to the Offering, the Company paid finders’ fees (the “ Finders’ Fees ”) to Canaccord Genuity Corp. (“ Canaccord ”). The Finders’ Fees were comprised of: (i) an aggregate of 508,970 non-transferable finders’ warrants (the “ Finders’ Warrants ”); and (ii) a cash payment in the aggregate amount of $152,691 (representing 7.0% of the gross proceeds raised from subscribers introducers by Canaccord). Each Finder Warrant is exercisable for one Common Share at a price of $0.30 per Common Share until 36 months after the date of issue.

All securities issued in connection with the Offering will be subject to a four-month and one day hold period from their date of issue under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. The Company intends to use the proceeds from the Offering for general working capital purposes

The following insiders of the Company (the “ Interested Parties ”) participated in the Offering:

• Daniel Teguh, the Chief Financial Officer of the Company, subscribed for Convertible Debentures in the aggregate principal amount of $40,000;

• Sean Cleary, a director of the Company, subscribed for Convertible Debentures in the aggregate principal amount of $50,000;

• Simon Dealy, the Chief Executive Officer of the Company, subscribed for Convertible Debentures in the aggregate principal amount of $10,000; and

• Hamed Shahbazi, a director of the Company, through his wholly-owned corporation, Impactreneur Capital Corp., subscribed for Convertible Debentures in the aggregate principal amount of $96,000.

Accordingly, the Offering is a related party transaction under Multilateral Instrument 61101 Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”).

Notwithstanding the foregoing, the directors of the Company have determined that the Interested Parties’ participation in the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the proceeds of the Offering, insofar as it involves Interested Parties, exceeds 25% of the Company’s market capitalization. In connection with the Offering, the Interested Parties entered into a subscription agreements with the Company containing customary provisions and on the same terms as the arm’s length subscribers to the Offering.

The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participation therein by Interested Parties were not settled until shortly prior to closing of the Offering and the Company wished to close on an expedited basis for sound business reasons and in a timeframe consistent with usual market practices for transactions of this nature.

ITEM 5.2 DISCLOSURE FOR RESTRUCTURING TRANSACTIONS

Not applicable.

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ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102 Not Applicable. ITEM 7. OMITTED INFORMATION

There are no significant facts required to be disclosed herein which have been omitted.

ITEM 8. EXECUTIVE OFFICER Contact: Eric Loree, Corporate Secretary Telephone: (647) 264-9187 ITEM 9. DATE OF REPORT

September 3, 2020