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Levitee Labs Inc. M&A Activity 2021

Aug 10, 2021

48029_rns_2021-08-10_3e487412-5e15-4272-b49c-abc41dafd0e9.pdf

M&A Activity

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MATERIAL CHANGE REPORT Form 51-102F3

Item 1 Name and Address of Company

Levitee Labs Inc. (“ Levitee Labs ” or the “ Company ”) 215 - 800 West Pender Street Vancouver, British Columbia V6C 2V6.

Item 2 Date of Material Change

The material change occurred effective August 3, 2021.

Item 3 News Release

A press release relating to the material change described herein was disseminated on August 4, 2021 via Canada NewsWire.

Item 4 Summary of Material Changes

On August 3, 2021, Levitee Labs completed the acquisition of all issued and outstanding shares of Earth Circle Organics Chain Inc. (“ Earth Circle Organics ”).

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

On August 4, 2021, Levitee Labs announced the completed acquisition of all issued and outstanding shares of Earth Circle Organics. The acquisition adds 180+ SKUs across three brands (Earth Circle Organics, Earth Shift Products and Ojio) to the Levitee Labs portfolio. Earth Circle Organics is a direct-to-consumer (DTC) and wholesaler of supplements and superfood products. Across the three Earth Circle Organics brands, Earth Circle Organics has achieved over USD $2.0M in revenue in the past 12 months, with approximately USD $600,000 in EBITDA. Levitee Labs plans to integrate the Earth Circle Organics brands with the Company’s MONKE Nutraceuticals products to leverage supply chain and distribution synergies and accelerate growth by increasing ad spend and inventory levels. Levitee Labs intends to finalize new distribution agreements that will place all the brands in additional brickand-mortar retail stores across the U.S. and Canada.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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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

Mason Darabi, Chief Financial Officer 1 (833) 381-8660 [email protected]

Item 9 Date of Report

This report is dated August 9, 2021.

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