LQWD Technologies Corp. — Capital/Financing Update 2020

Nov 3, 2020

FORM 51-102F3

Securities Act

MATERIAL CHANGE REPORT

Item 1.

Name and Address of Company

Interlapse Technologies Corp. Suite 2040 - 885 W. Georgia Street Vancouver, B.C. V6C 3E8

Main Tel. (604) 682-6496 Main Fax (604) 682-1174

(referred to as the “ Company ”)

Item 2.

Date of Material Change

November 2, 2020

Item 3.

News Release

A news release announcing this material change was issued on November 2, 2020, and a copy is filed on SEDAR.

Item 4.

Summary of Material Change

On November 2, 2020, the Company announced that it has closed a non-brokered private placement raising gross proceeds of $735,632.

Item 5.

5.1 - Full Description of Material Change

On November 2, 2020, the Company announced that it has closed a non-brokered private placement raising gross proceeds of $735,632.

At the closing of the private placement, the Company issued 4,904,212 units at a price of $0.15 per unit, for aggregate gross proceeds of $735,632. Each unit consists of one common share of the Company and one warrant. Each warrant entitles the holder thereof to purchase one common share of the Company at a price of $0.20 per share until May 2, 2022.

2

All securities issued or issuable under the private placement are subject to a fourmonth hold period expiring on March 2, 2021 pursuant to applicable Canadian securities laws and the policies of the TSX Venture Exchange.

Barry McNeil, the Chief Financial Officer of the Company, and Alex Guidi, a significant shareholder of the Company, participated in the private placement by purchasing 50,000 units and 450,000 units, respectively. Accordingly, the private placement is to that extent a related party transaction under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”).

However, the directors of the Company determined that the private placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to the exemptions contained in sections 5.5(c) and 5.7(1)(b) of MI 61-101 (Distribution of Securities for Cash) on the basis that at the time the private placement was agreed to, neither the fair market value of the securities to be distributed in the private placement nor the consideration to be received for those securities, insofar as the private placement involves the interested parties (being Messrs. MacNeil and Guidi), exceeds $2,500,000. As required by the exemptions the directors also confirmed that neither the Company nor, to the knowledge of the Company after reasonable inquiry, the interested parties, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed.

Prior to the completion of the private placement, Mr. MacNeil held 24,650 common shares of the Company representing 0.10% of the Company's then issued and outstanding shares. On completion of the private placement, MacNeil holds 74,650 common shares representing 0.24% of the Company's issued and outstanding shares, or 0.35% of the Company's outstanding shares on a partially diluted basis assuming the exercise of Mr. MacNeil’s 50,000 warrants.

Prior to the completion of the private placement, Mr. Guidi held 3,563,352 common shares of the Company representing 13.82% of the Company's then issued and outstanding shares. On completion of the private placement, Mr. Guidi holds 4,013,352 common shares representing 13.08% of the Company's issued and outstanding shares, or 12.54% of the Company's outstanding shares on a partially diluted basis assuming the exercise of Mr. Guidi’s 450,000 warrants.

In connection with the private placement, Messrs. MacNeil and Guidi entered into subscription agreements with the Company containing customary provisions and on the same terms as the arm’s length subscribers to the private placement.

The Company did not file a material change report more than 21 days before the expected closing of the private placement as the details of the private placement and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close the private placement on an expedited basis for sound business reasons. In addition, the Company determined that only the completion of the private placement constituted a material change under applicable securities laws.

5.2 – Disclosure for Restructuring Transactions

None

3

Item 6.

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

N/A

Item 7.

Omitted Information

None

Item 8.

Executive Officer

For further information, please contact Wayne Chen, CEO, at (604) 682-6496.

Item 9.

Date of Report

This Material Change Report is dated as of November 2, 2020.