Kelso Technologies — Capital/Financing Update 2021

Mar 5, 2021

51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Kelso Technologies Inc. (the “Company”) 13966 18B Avenue Surrey, B.C. V4A 8J1

Item 2 Date of Material Change

March 4, 2021

Item 3 News Release

A news release announcing the material change referred to in this report was disseminated on March 5, 2021 through Marketwired and filed on SEDAR and EDGAR.

Item 4 Summary of Material Change

The Company announced that the previously announced non-brokered private placement has closed.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change:

The previously announced non-brokered private placement (see the Company’s news releases dated February 2 and February 4, 2021) (the “Private Placement”) has been fully subscribed and has closed on a total of 7,000,000 units for gross proceeds of approximately $6,300,000. Each unit consists of one common share of the Company (a “Common Share”) and a one half of one Common Share purchase warrant of the Company (each whole Warrant, a "Warrant"). Each Warrant can be exercised at a price of CAD$1.15 on or before 4:00 p.m. (Vancouver time) on March 4, 2022 and CAD$1.30 on or before 4:00 p.m. (Vancouver time) on March 4, 2023.

All common shares issued under the Private Placement will be subject to a hold period expiring on July 5, 2021, in accordance with applicable Canadian securities laws.

The proceeds of the Private Placement will be used for the capital requirements of the Company’s 2021 business plans including ongoing marketing initiatives and scheduled new product development.

The common shares issued under the Private Placement 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 state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States.

• 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

None

Item 8 Executive Officer

Richard Lee Chief Financial Officer (604) 590-1525

Item 9 Date of Report

March 5, 2021