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Kits Eyecare Ltd. Capital/Financing Update 2021

Jan 25, 2021

47986_rns_2021-01-25_3fe02d3e-b465-4077-b417-04b6be60c8cf.pdf

Capital/Financing Update

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KITS EYECARE LTD.

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Kits Eyecare Ltd. ("KITS" or the "Company") 510 Seymour Street, Suite 1020, Vancouver, BC V6B 3J5

Item 2: Date of Material Change

January 19, 2021

Item 3: News Release

On January 19, 2021, a news release in respect of the material change was disseminated on Cision and a copy thereof has been filed on SEDAR.

Item 4: Summary of Material Change

The Company completed its initial public offering (the "IPO") and listing on the Toronto Stock Exchange ("TSX") on January 19, 2021. The IPO consisted of the issuance of 6,470,588 common shares of the Company (the "Shares") at a price of $8.50 per Share (the "Offering Price") for gross proceeds of $55,000,000. The Shares commenced trading on the TSX under the symbol "KITS".

Item 5: Full Description of Material Change

The Company completed the IPO and listing on the TSX on January 19, 2021. The IPO consisted of the issuance of 6,470,588 Shares at the Offering Price for gross proceeds of $55,000,000. The Shares commenced trading on the TSX under the symbol "KITS".

The IPO was managed by a syndicate of agents including Canaccord Genuity Corp. as sole bookrunner and lead agent, and CIBC World Markets Inc., Scotia Capital Inc., Roth Canada, ULC, Haywood Securities Inc. and Stifel Nicolaus Canada Inc. (collectively, the "Agents").

Certain of KITS' principal shareholders have granted the Agents an over‐allotment option, exercisable in whole or in part, at the sole discretion of the Agents, at any time and from time to time, for a period of 30 days following the closing of the IPO, to purchase up to an additional 15% of the number of Shares sold under the IPO from such shareholders at the Offering Price.

Item 6: Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7: Omitted Information

2

Not applicable.

Item 8: Executive Officer

The following senior officer of KITS is knowledgeable about the material change and this report:

Sabrina Liak Chief Financial Officer (604) 828-7388

Item 9: Date of Report

January 25, 2021