Loop Energy Inc. — Regulatory Filings 2021

Apr 9, 2021

LOOP ENERGY INC.

NOTICE OF CHANGE IN CORPORATE STRUCTURE

(Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations )

1. Name of the parties to the transaction:

Loop Energy Inc. (“ Loop ” or the “ Company ”), Loop Energy (VCC) Inc. (“ VCC 1 ”), and Loop Energy (VCC) II Inc. (“ VCC 2 ”).

2. Description of the transaction:

Loop completed an amalgamation (the “ Amalgamation ”) with VCC 1 and VCC 2, each a venture capital corporation incorporated solely to facilitate the completion of financing rounds previously undertaken by the Company with no business operations or liabilities and whose sole assets were the common shares in the capital of the Company (the “ Common Shares ”). The Amalgamation was completed in accordance with the terms of an amalgamation agreement dated January 29, 2021 among the Company, VCC 1 and VCC 2 (the “ Amalgamation Agreement ”) and the Business Corporations Act (British Columbia). Pursuant to the Amalgamation, (i) all of the issued and outstanding series 1 Class A preferred Shares and series 2 Class A preferred shares in the capital of the Company (the “ Preferred Shares ”) and the Common Shares were consolidated into postconsolidation shares on a 3:1 basis, and (ii) all of the issued and outstanding Preferred Shares were converted into Common Shares and the Company’s authorized capital was amended to delete the Preferred Shares, resulting in Loop’s authorized capital being comprised of an unlimited number of Common Shares.

3. Effective date of the transaction:

The effective date of the transaction is February 25, 2021.

4. Names of each party, if any, that ceased to be a reporting issuer subsequent to the transaction and of each continuing entity:

Not applicable.

5. The date of the reporting issuer’s first financial year-end subsequent to the transaction:

Not applicable.

6. The periods, including the comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer’s first financial year after the transaction:

298180.00017/95204373.1

Not applicable.

7. The documents filed under NI 51-102 that described the transaction:

Not applicable.

DATED this 9[th] day of April, 2021.

LOOP ENERGY INC.

By: “ Darren Ready” Darren Ready Chief Financial Officer

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298180.00017/95204373.1