INEO Tech Corp. — Capital/Financing Update 2021

Feb 18, 2021

FORM 51–102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

INEO Tech Corp. #105 – 19130 24[th] Avenue Surrey, BC V3S 3S9

Item 2 Date of Material Change

February 16, 2021 and February 18, 2021.

Item 3 News Release

A news release dated February 16, 2021 and news release dated February 18, 2021 were disseminated and subsequently filed on SEDAR.

Item 4 Summary of Material Change

INEO announces upcoming “best efforts” marketed public offering of units and the subsequent upsizing of the offering.

Item 5 Full Description of Material Change

On February 16, 2021, the Company filed a preliminary short form prospectus with the securities regulatory authorities in the provinces of Alberta, British Columbia and Ontario in connection with a proposed marketed public offering of units of the Company (“ Units ”) for aggregate gross proceeds of a minimum of $4,000,000 and up to a maximum of $4,500,000 (the “ Offering ”).

On February 18, 2021, the Company announced that it has amended the terms of the Offering. Under the amended terms, the Company will offer for sale a minimum of 11,111,111 Units at a price of $0.36 per Unit for aggregate gross proceeds of $4,000,000 and up to a maximum of up to 16,917,000 Units for aggregate gross proceeds of up to $6,090,120. In the event the Over-Allotment Option (as defined below) is exercised in full under the maximum Offering, the total number of Units issued under the Offering shall be 19,454,550 for aggregate gross proceeds of $7,003,638.

Each Unit will consist of one common share of the Company (a “ Share ”) and one-half of one Share purchase warrant (each whole common share purchase warrant, a “ Warrant ”). Each Warrant will be exercisable to acquire one Share (a “ Warrant Share ”) for a period of 24 months following the closing of the Offering (the “ Closing ”), at an exercise price of $0.55 per Warrant Share. The Offering is being conducted on a “best efforts” agency basis by a syndicate of agents led by Beacon Securities Limited as lead agent and sole bookrunner (the “ Lead Agent ”), and including Haywood Securities Inc., and PI Financial Corp. (collectively the “ Agents ”).

The Offering will be conducted pursuant to the terms of an agency agreement (the “ Agency Agreement ”) to be entered into between the Company and the Agents. The Agency Agreement will provide that the Company will grant the Agents an option (the “ Over-Allotment Option ”), to offer for sale up to an additional 15% of the number of Units sold under the Offering. The Over-Allotment Option is exercisable

in whole or in part at any time, for a period of 30 days after and including the Closing date of the Offering. The Over-Allotment Option is exercisable to acquire Units, Shares and/or Warrants (or any combination thereof) at the discretion of the Agents. The Company filed a preliminary prospectus with the British Columbia, Alberta and Ontario Securities Commissions in respect of the Offering on February 16, 2021. The amended terms of the Offering will be included in the final prospectus for the Offering.

The Company intends to use the net proceeds of the Offering to advance the development and commercial deployment of the INEO Welcoming System, working capital and general corporate purposes.

The Offering is expected to close on such date as may be agreed between the Lead Agent and the Company, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.

The securities have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold in the Unites States or to, or for the account or benefit of, U.S. persons without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the Unites States or to, or for the account or benefit of, U.S. persons, 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

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Kyle Hall, CEO Tel: 650-270-0504

Item 9 Date of Report

Dated at Vancouver, BC this 18[th] day of February, 2021.

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