Lobe Sciences Ltd. — Regulatory Filings 2021

Mar 15, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company Lobe Sciences Ltd. (“ Lobe ” or the “ Company ”) Suite 1400, 1199 West Hastings Street Vancouver, BC V6E 3T5 Item 2 Date of Material Change March 5[th] , 2021 Item 3 News Release A news release with respect to the material change was disseminated through the facilities of Newsfile Corp. on March 8, 2021 and subsequently filed on SEDAR.

Item 4 Summary of Material Change

The Company completed the sale to Ionic Brands Corp. (“ Ionic Brands ”) of Lobe’s non-core cannabis assets relating to Washington-based Cowlitz County Cannabis Cultivation Inc. ( “Cowlitz ”) held by Lobe’s subsidiary vendor, Green Star Biosciences Inc. (the “ Transaction ”). Additionally, the terms of the definitive agreement (the “ Purchase Agreement ”) with Ionic Brands in respect of the Transaction was amended.

See “ Cautionary Note Regarding Forward-Looking Statements ” below.

Item 5.1 Full Description of Material Change

The Company completed the Transaction, being the sale to Ionic Brands of Lobe’s non-core cannabis assets relating to Cowlitz held by Lobe’s subsidiary bendor, Green Star Biosciences Inc.

In connection with the closing of the Transaction, the Company amended the terms of the Purchase Agreement (the “ Amended Purchase Agreement ”) to account for Ionic Brands’ news release on March 2, 2021 confirming that it had closed a $14.7 million oversubscribed private placement and had entered into a debenture conversion and voting support agreement with holders of 80.2% of the outstanding principal amount of secured convertible debentures (the “ Ionic Debentures ”). In the Amended Purchase Agreement, Ionic Brands covenanted in favour of Lobe’s vendor subsidiary to convert, within 60 days following the closing date, at least 90% of the principal amount of the outstanding Ionic Debentures, resulting in obligations outstanding (including principal and accrued interest, if any) of no more than $1.8 million as at the date of conversion. Furthermore, Ionic Brands agreed to certain minority board nomination rights in favour of the Company.

The closing of the Transaction strengthened Lobe’s balance sheet with $1.75

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million cash on closing. It also provided for equity ownership in Ionic Brands through the issuance of class E non-voting preferred shares, which carry a two-year 13% annual, cumulative, preferential dividend on the issue price per share of $0.30, and which are convertible into common shares of Ionic Brands on a one-for-one basis. Additional equity in Ionic Brands was also acquired through the issuance of warrants to purchase up to 4 million common shares (subject to Lobe’s covenant not to convert if conversion would result in Lobe becoming an insider of Ionic Brands based on post-conversion beneficial ownership). Lobe’s subsidiary vendor, Green Star Biosciences Inc. also issued a promissory note of US$50,000 from Ionic Brands bearing interest at 7% and maturing in two years, secured against the purchased assets pursuant to the Transaction .

See “ Cautionary Note Regarding Forward-Looking Statements ” below.

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

For further information, contact Jonathan Gilbert, Executive Chairman Tel: 949505-5623.

Item 9 Date of Report

March 15, 2021

Cautionary Statement on Forward-Looking Statements

This material change report contains forward-looking statements relating to the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact included in this release, including statements regarding the closing of the Transaction and the consideration received by Lobe pursuant thereto, and the covenants of Ionic Brands under the Amended Purchase Agreement, are forward looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are risks detailed from time to time in the filings made by the Company with securities regulations. Readers are cautioned that assumptions used in the preparation of the forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks,

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uncertainties, and other factors, many of which are beyond the control of the Company, including that the covenants Ionic Brands agreed to under the Amended Purchase Agreement may not be fulfilled as anticipated or at all; the risk that Ionic Brands may not repay amounts owing to Lobe under the promissory note as agreed; and that the current Board and management may not be able to attain the Company's corporate goals and objectives. As a result, the Company cannot guarantee that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. Forward-looking statements contained in this material change report are expressly qualified by this cautionary statement. The forward-looking statements contained in this material change report are made only as of the date of this material change report and the Company does not intend to update any of the included forward-looking statements except as expressly required by applicable Canadian securities laws.

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