Koios Beverage Corp. — Capital/Financing Update 2023

Jun 22, 2023

Form 51-102F3

Material Change Report

Item 1 Name and Address of Company

Koios Beverage Corp. (the “Issuer”)

810 – 789 West Pender Street Vancouver, British Columbia V6C 1H2

Item 2 Date of Material Change

June 22, 2023

Item 3 News Release

The news release was disseminated on June 22, 2023 by way of the facilities of Globebnewswire. The news release was also filed on SEDAR and posted to the Issuer’s disclosure hall with the CSE.

Item 4 Summary of Material Change

The Issuer announced that it has closed a private placement of 5,440,000 units (“ Units ”) at a price of $0.05 per Unit for gross proceeds of $272,000 (the “ Offering ”).

Item 5 Full Description of Material Change

Item 5.1 Full Description of Material Change

On June 22, 2023, the Issuer closed the Offering. Each Unit consists of one common share in the capital of the Issuer (each, a “ Share ”) and one transferable common share purchase warrant (each, a “ Warrant ”), each Warrant entitles the holder to acquire one additional Share of the Issuer at a price of $0.05 for a period of 24 months from the date of issuance.

The Issuer did not pay any finder’s fees in connection with the Offering. The Issuer intends to use the aggregate net proceeds of the Offering for the purchase of printed beverage cans, inventory management software, the purchase of raw ingredients/materials, leasehold improvements, inventory management, marketing, research and development and for general administrative and working capital expenses including salaries, wages and professional fees.

All securities issued in connection with the Offering are subject to a statutory hold period of four months and one day from the date of issuance that will expire on October 23, 2023 in accordance with applicable securities laws of Canada.

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

Chris Miller, Director and CEO Business Telephone: 844-255-6467 Item 9 Date of Report

June 22, 2023