Hyper Bit Technologies Ltd. — Capital/Financing Update 2025

Feb 28, 2025

Form 51-102F3
Material Change Report

Item 1
Name and Address of Company
Sweet Poison Spirits Inc.
Suite 750 – 580 Hornby Street
Vancouver, B.C. V6C 3B6

Item 2
Date of Material Change
February 24, 2025

Item 3
News Release
Issued in Vancouver, British Columbia on February 25, 2025, disseminated via Canada Stockwatch and Market News, and filed on SEDAR.

Item 4
Summary of Material Change
Sweet Poison Spirits Inc. (“SPS” or the “Company”) announced:
(a) the issuance of 2,684,800 shares at a price of $0.05 per share, in full settlement of certain outstanding debt with two insiders; and
(b) the closing of a non-brokered private placement of $450,000 through the issuance of 9,000,000 units at a price of $0.05 per unit.

Item 5
5.1
Full Description of Material Change
See attached news release as filed on SEDAR.

5.2
Disclosure for Restructuring Transactions
Not applicable.

Item 6
Reliance on subsection 7.1(2) or (3) 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: Robert Eadie, President & CEO
Telephone: (604) 602-4935

Item 9
Date of Report
February 28, 2025

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Sweet Poison

February 25, 2025
Trading Symbol: SPS

NOT FOR DISTRIBUTION IN THE UNITED STATES

News Release

Sweet Poison Closes Debt Settlement and Private Placement

Vancouver, British Columbia — Sweet Poison Spirits Inc. (CSE: SPS) (the “Company” or “Sweet Poison”) has completed and closed the debt settlement and private placement as announced in its press release of January 8, 2025.

Debt Settlement: The Company issued 2,684,800 shares at a price of $0.05 per share (the “Debt Settlement”), in full settlement of certain outstanding debt with two insiders, the Company’s CEO and the CFO, in the aggregate amount of $134,240.

Private Placement: The Company also completed and closed a non-brokered private placement of $450,000 (the “Financing”) through the issuance of up to 9,000,000 units (the “Units”) at a price of $0.05 per Unit. Each Unit is comprised of one common share and one common share purchase warrant (“Warrant”), with each Warrant entitling the holder to purchase one common share of Sweet Poison at a price of $0.075 per share for a period of 24 months from closing. There were no finders’ fees issued on this Financing.

All securities issued pursuant to the Debt Settlement and the Financing are subject to a four-month hold period, expiring on June 25, 2025.

ON BEHALF OF THE BOARD

(Sgd.) “Robert Eadie”
Robert Eadie, President, Chief Executive Officer and Director

FOR FURTHER INFORMATION PLEASE CONTACT:

Contact: Robert Eadie
Telephone: 1-604-602-4935 ext. 205

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Sweet Poison Spirits Inc., Suite 750, 580 Hornby Street, Box 113, Vancouver, British Columbia, Canada V6C 3B6
Telephone: (604) 602-4935 • Fax: (604) 602-4936