Logiq, Inc. — Capital/Financing Update 2021

Jun 22, 2021

Form 51-102F3 Material Change Report

Item 1 Name and Address of Company

Logiq, Inc. 85 Broad Street, 16-079 New York, NY 10004

Item 2 Date of Material Change

June 11, 2021 and June 21, 2021

Item 3

News Release

News releases were issued by Logiq, Inc. (the “ Company ”) on June 11, 2021 and June 21, 2021 via GlobeNewswire and filed on SEDAR.

Item 4

Summary of Material Change

On June 11, 2021, the Company announced that it priced its previously announced initial public offering in Canada of units of the Company at a price of C$3.00 per Unit to raise aggregate gross proceeds of a minimum of C$5,000,000 and up to a maximum of C$10,000,000, in connection with obtaining a receipt for filing a final long form prospectus dated June 9, 2021 in each of the provinces of Canada, except Quebec. The Company also announced that it received conditional approval to list its common stock on the NEO Exchange under the symbol “LGIQ”.

On June 21, 2021, the Company completed its initial public offering for gross proceeds of C$5,929,302 and commenced trading on the NEO Exchange under the symbol “LGIQ”.

Item 5

Full Description of Material Change

On June 11, 2021, the Company announced that it priced its previously announced initial public offering in Canada of units of the Company at a price of C$3.00 per Unit to raise aggregate gross proceeds of a minimum of C$5,000,000 and up to a maximum of C$10,000,000, in connection with obtaining a receipt for filing a final long form prospectus dated June 9, 2021 in each of the provinces of Canada, except Quebec. The Company also announced that it received conditional approval to list its common stock on the NEO Exchange under the symbol “LGIQ”. The Company’s final long form prospectus is available under the Company’s profile on www.sedar.com.

On June 21, 2021, the Company completed the closing of its initial public offering of 1,976,434 units of securities of the Company (the “ Units ”) in Canada at a price of C$3.00 per unit for aggregate gross proceeds of C$5,929,302 (the “ Offering ”). Each Unit consists of one share of common stock of the Company (a “ Unit Share ”) and one purchase warrant (each, a “ Warrant ”). Each Warrant is exercisable to acquire one share of common stock of the Company (a “ Warrant Share ”) at a price of C$3.50 per Warrant Share for a period of 36 months.

The Company’s common stock began trading on the NEO Exchange at the opening of the market on June 21, 2021 under the symbol, LGIQ. It will continue to trade in the U.S. on The OTC Markets under the same symbol.

The Unit Shares, Warrants, Warrant Shares, and compensation options have been registered for resale under the Securities Act of 1933 , as amended, pursuant to a prospectus supplement filed by the Company dated June 21, 2021 (the “ US Prospectus Supplement ”) to the Company’s registration statement on Form S-3 (File No. 333-248069) filed with the Securities and Exchange Commission (“ Commission ”) on August 17, 2020, which was declared effective by the Commission on August 26, 2020. The US Prospectus Supplement is available under the Company’s profile on www.sedar.com, and can be found on the Commission’s website at www.sec.gov/edgar.

Research Capital Corporation acted as the sole agent and sole bookrunner (the “ Agent ”) for the Offering. The Company has granted the Agent an option (the “ Over-Allotment Option ”) to cover over-allotments and for market stabilization purposes, exercisable in whole or in part at the sole discretion of the Agent, at any time up to 30 days from the closing of the Offering, to increase the size of the Offering by up to 15% of the number of Units (and/or the components thereof) sold pursuant to the Offering, on the same terms and conditions of the Offering.

The net proceeds of the Offering will be used for development of additional data analytics tools, sales generation and marketing, and for working capital requirements and other general corporate purposes.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not Applicable.

Item 7 Omitted Information

Not Applicable.

Item 8 Executive Officer

Contact: Brent Suen, President Telephone: 1-808-829-1057

Item 9 Date of Report

June 21, 2021

Forward-Looking Disclaimer

‐ ‐ This report contains forward looking statements and forward looking information within the meaning of Canadian securities legislation that relate to the Company’s current expectations and views of future events, such as the use of proceeds raised under the Offering. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result", "are expected to", "expects", "will continue", "is anticipated", "anticipates", "believes", "estimated", "intends", "plans", "forecast", "projection", ‐ "strategy", "objective" and "outlook") are not historical facts and may be forward looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward ‐ looking statements. No assurance can be given that these expectations will prove to be correct and such forward ‐ looking statements included in this report should not be unduly relied upon.

‐ These statements speak only as of the date of this report. Forward looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements, such as risks described in the Company’s prior press releases and in its filings with the Securities and Exchange Commission (SEC) and filings made pursuant to Canadian securities legislation that are available on www.sedar.com, including under the heading "Risk Factors" in the Company's final long form prospectus dated June 9, 2021, Annual Report on Form 10-K and any subsequent public filings.

‐ The Company undertakes no obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Company to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of ‐ ‐ factors, may cause results to differ materially from those contained in any forward looking statement. Any forward looking statements contained in this report are expressly qualified in their entirety by this cautionary statement.