Legend Power Systems Inc. — Capital/Financing Update 2021

Jun 4, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Legend Power Systems Inc. 1480 Frances Street Vancouver, British Columbia V5L 1Y9

Item 2 Date of Material Change

May 25, 2021 and May 26, 2021

Item 3 News Release

News releases with respect to the material change described herein were issued on May 25, 2021 and May 26, 2021 and filed on SEDAR at www.sedar.com.

Item 4 Summary of Material Change

On May 25, 2021, Legend Power Systems Inc. (“ Legend Power ” or the “ Company ”) entered into agreement with Stifel GMP, as sole bookrunner and lead underwriter on behalf of a syndicate of underwriters (the " Underwriter s"), who agreed to purchase, on a "bought deal" basis 10,000,000 units (the " Units ") of the Company at a price of $0.75 per Unit, for aggregate gross proceeds of $7,500,000. On May 26, 2021, the Company agreed with the Underwriters to increase the size of the previously announced bought deal offering to 12,000,000 Units at a price of $0.75 per Unit, for aggregate gross proceeds of $9,000,000 (the " Offering ").

Item 5 Full Description of Material Change

On May 25, 2021, Legend Power entered into an agreement with Stifel GMP, as sole bookrunner and lead underwriter on behalf of a syndicate of Underwriters that includes Cormark Securities Inc. and Desjardins Securities Inc., who agreed to purchase, on a "bought deal" basis 10,000,000 Units of the Company at a price of $0.75 per Unit, for aggregate gross proceeds of $7,500,000. On May 26, 2021, the Company and the Underwriters agreed to increase the size of the previously announced bought deal offering to 12,000,000 Units at a price of $0.75 per Unit, for aggregate gross proceeds of $9,000,000.

Each Unit will consist of one common share of the Company (a " Common Share ") and one-half of one Common Share purchase warrant (each, whole warrant, a " Warrant "). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.95 at any time up to 24 months following the Closing Date (as defined below).

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The Underwriters will also have the option, exercisable in whole or in part at any time on or up to 30 days after the Closing Date (as defined below), to purchase up to an additional 1,800,000 Units (and/or the components thereof) to cover overallotments, if any, and for market stabilization purposes. In the event that the option is exercised in its entirety, the aggregate gross proceeds of the Offering will be $10,350,000.

The net proceeds of the Offering will be used for future growth initiatives, working capital and general corporate purposes.

The Offering is scheduled to close on or about June 11, 2021 (the " Closing Date ") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities.

The Units will be offered by way of a short form prospectus to be filed in all of the provinces of Canada, except Quebec, pursuant to National Instrument 44-101 Short Form Prospectus Distributions and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended.

Legend Power Systems Inc. (www.legendpower.com) provides an intelligent energy management platform that analyzes and improves building energy challenges, significantly impacting asset management and corporate performance. Legend's proven solutions support executive decision-making in a complex and volatile business and energy environment.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933 , as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements.

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

Confidentiality is not requested.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

For further information contact Randy Buchamer, CEO and President of the Company at (604) 657-1200.

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Item 9 Date of Report

June 4, 2021

Forward-Looking Information

This material change report may ay contain statements which constitute "forward-looking information", including statements regarding the plans, intentions, beliefs and current expectations of the Company, its directors, or its officers with respect to the future business activities and operating performance of the Company. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company, or its management, are intended to identify such forward-looking statements. Forward looking statements made in this material change report include the anticipated completion of the Offering, the time of completion of the Offering, and the anticipated use of proceeds from the Offering. Investors are cautioned that any such forward- looking statements are not guarantees of future business activities or performance and involve risks and uncertainties, and that the Company's future business activities may differ materially from those in the forwardlooking statements as a result of various factors. Such risks, uncertainties and factors are described in the periodic filings with the Canadian securities regulatory authorities, including the Company's quarterly and annual Management's Discussion & Analysis, which may be viewed on SEDAR at www.sedar.com. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results to not be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements other than as may be required by applicable law.