Michichi Capital Corp. — Capital/Financing Update 2021

Jul 15, 2021

MICHICHI CAPITAL CORP. MATERIAL CHANGE REPORT FORM 51-102F3

Item 1. Name and Address of Corporation

Michichi Capital Corp. Suite 1242 – 12 Royal Vista Way NW, Calgary, AB T3R 0N2

Item 2.

Date of Material Change

July 15, 2021.

• Item 3. News Release

A news release was disseminated on July 15, 2021 via Newsfile Corp.

• Item 4. Summary of Material Change

Michichi Capital Corp. (the “ Corporation ”) successfully completed its initial public offering.

• Item 5.

5.1 Full Description of Material Change

The Corporation (TSXV: MCCP.P) announced that it had successfully completed its initial public offering of 1,500,000 common shares of the Corporation (“ Common Shares ”) at a price of $0.50 per Common Share for gross proceeds of $750,000 (the “ Offering ”). After completion of the Offering, the Corporation now has 2,100,000 Common Shares issued and outstanding.

Lightyear Capital Inc. (the “ Agent ”) acted as the agent for the Offering and in connection therewith, the Corporation granted the Agent a non-transferable option (the “ Agent’s Option ”) which entitles the Agent to purchase up to 150,000 Common Shares at an exercise price $0.50 per Common Share. The Agent’s Option will expire 24 months from the date the Common Shares are listed on the TSX Venture Exchange Inc. (the “ Exchange ”), which was July 15, 2021. In connection with the Offering, the Agent also received a cash commission equal to 10% of the gross proceeds of the Offering, a corporate finance fee, and was reimbursed for its legal fees and reasonable expenses.

Concurrent with the closing of the Offering, the Corporation also granted options to acquire an aggregate of 210,000 Common Shares at an exercise price of $0.50 per Common Share to the directors and officers of the Corporation, which options expire five years from the date of grant.

The Corporation is a “capital pool company” and intends to use the net proceeds of the Offering to identify and evaluate assets or businesses for acquisition with a view to completing a “Qualifying Transaction” under the policies of the Exchange. On July 13, 2021, the Exchange issued a bulletin approving the listing of the Common Shares as of market open on July 15, 2021, and immediately halting trading pending completion of closing of the Offering. The Common Shares will resume trading under the trading symbol “ MCCP.P ” on July 19, 2021.

Item	6.	5.2 Disclosure for Restructuring Transactions
		Not applicable.
Item	7.	Reliance on Section 7.1(2) of National Instrument 51-102
		This Report is not being filed on a confidential basis in reliance on subsection 7.1(2)
		of National Instrument 51-102.
Item	8.	Omitted Information
		Not applicable.
Item	9.	Executive Officer
		The name and business number of the executive officer of the Corporation who is
		knowledgeable about the material change and this report is:
		Brent Moen – Director
		Phone: (403) 934-0258
		Date of Report
		July 15, 2021