HIRE Technologies Inc. — Capital/Financing Update 2020

Dec 22, 2020

FORM 51-102F3 MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF COMPANY

HIRE Technologies Inc. (the " Company " or “ HIRE ”) 55 Adelaid Street East, Suite 400 Toronto, Ontario, M5C 1K6

ITEM 2. DATE OF MATERIAL CHANGE December 11, 2020

ITEM 3. NEWS RELEASE

The Company issued a news release on December 14, 2020 that was distributed through the facilities of Newsfile Corp. and a copy was subsequently filed on SEDAR.

ITEM 4. SUMMARY OF MATERIAL CHANGE

The Company completed two previously announced non-brokered private placements of units for aggregate gross proceeds of $4,096,399.20.

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE

The Company completed two non-brokered private placements (the " Offerings "), initially announced on November 24, 2020 and December 3, 2020, of units (the " Units ") for aggregate gross proceeds of $4,096,399.20. Each Unit is comprised of one HIRE common share and one-half of one common share purchase warrant (a " Unit Warrant ") with each whole Unit Warrant entitling the holder to purchase one HIRE common share at a price of $0.90 for a period of 24 months from the date of issuance.

In consideration for introducing certain subscribers to the Offerings, the Company paid finders' fees (the " Finders' Fees ") to certain eligible persons (each, a " Finder "). The Finders' Fees were comprised of: (i) an aggregate of 359,926 non-transferable finders' warrants (the " Finders' Warrants "), representing 6.5% of the Units subscribed for by subscribers referred by the Finders; and (ii) a cash payment in the aggregate amount of $215,956, representing 6.5% of the gross proceeds raised from subscribers referred to by the Finders. Each Finder Warrant is exercisable for one HIRE common share at a price of $0.60 per HIRE common share for a period of 24 months from the date of issue.

The net proceeds of the Offerings were used to complete the Company's acquisition of the Kavin Group and the balance will be used to execute the Company's business objective of identifying, assessing and executing accretive acquisitions and for general corporate purposes.

An Insider of the Company purchased or acquired direction or control over a total of 42,000 Units as part of the Offerings and the Company paid Finder's Fees to GIC Merchant Bank Corporation (" GICMB "), an entity controlled by a Director of the Corporation, $81,419 and granted 135,698 Finder Warrants (which amounts are

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included in the aggregate Finders' Fees referred to in the preceding paragraph) as consideration for finding subscribers referred by GICMB (together with the Insider, the " Interested Parties ").

The placement to the Insider and payment of Finder consideration to GICMB constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 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 Offerings and Finders consideration 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 each involves Interested Parties, exceeds 25% of the Company's market capitalization.

The Company did not file a material change report 21 days prior to the closing of the Offerings as the details of the participation of Interested Parties had not been confirmed at that time.

The securities offered have not been, and will not be, registered under the United States Securities Act of 1933 , as amended (the " U.S. Securities Act ") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This material change report shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ITEM 5.2 DISCLOSURE FOR RESTRUCTURING TRANSACTIONS

Not applicable.

ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

This report is not being filed on a confidential basis.

ITEM 7. OMITTED INFORMATION

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

ITEM 8. EXECUTIVE OFFICER

Contact: Simon Dealy, Chief Executive Officer Telephone: 1 (647) 868-9611

ITEM 9. DATE OF REPORT

December 21, 2020.

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Cautionary Statement Regarding Forward Looking Information

This material change report includes certain statements and information that may constitute forwardlooking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this material change report and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the use of proceeds.

These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, delays in obtaining or failure to obtain final acceptance from the TSX Venture Exchange with respect to the Offerings.

In making the forward looking statements in this material change report, the Company has applied several material assumptions, including without limitation, that the Company will obtain final acceptance from the TSX Venture Exchange with respect to the Offering.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forwardlooking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forwardlooking information.

Such cautionary statements qualify all forward-looking statements made in this material change report. HIRE undertakes no obligation to update or revise any forward-looking statements, whether as a result of newinformation, future events or otherwise, except as required by applicable law. We seek safe harbor.