Mijem Newcomm Tech Inc — Capital/Financing Update 2025

Jun 19, 2025

MIJEM NEWCOMM TECH INC.
FORM 51-102F3

MATERIAL CHANGE REPORT
UNDER NATIONAL INSTRUMENT 51-102

1. Name and Address of Company

Mijem Newcomm Tech Inc. (the "Company")
1800-372 Bay Street, Toronto, Ontario, M5H 2W9

1. Date of Material Change

June 18, 2025

1. News Release

A news release with respect to the material change referred to in this report was disseminated through Stockwatch on June 18, 2025, and filed on the system for electronic document analysis and retrieval (SEDAR+).

1. Summary of Material Change

On June 18, 2025, the Company announced that it had closed its financing.

1. Full Description of Material Change

On June 18, 2025, the Company announced that it has closed its previously announced non-brokered private placement of common shares. The Company has issued 34,285,440 Common Shares at a price of $0.005 per share for total aggregate proceeds of $171,427 (the "Offering" or "Private Placement").

The securities issued upon closing of the Offering will be subject to a hold period of four months plus a day from the date of closing, pursuant to applicable securities laws. Proceeds will be used to clear up accounts payable, complete its 2024 Audit, and bring its continuous disclosure obligations up to date.

The Private Placement was conducted on a prospectus exempt basis and each distribution made in respect of the Private Placement was to subscribers who qualify for the accredited investor prospectus exemption in accordance with section 73.3 of the Securities Act (Ontario) (the Act) and section 2.3 of National Instrument 45-106 Prospectus Exemptions.

The terms of the Private Placement were negotiated on an arm's length basis and in the context of the market price for the Company's shares. No insider of the Company participated in the Private Placement and no investor in the Private Placement has become the beneficial owner of more than 9.99% of the Common Shares of the Company.

Prior to completion of the Private Placement, each investor received a copy of the FFCTO and the Ontario Securities Commission's Partial Revocation Order and has provided the Company with a signed and dated acknowledgement that all of the Company's securities, including the Common Shares issued in the Private Placement will remain subject to the FFCTO until such order is fully revoked, and that the granting of the Partial Revocation Order by the OSC does not guarantee the issuance of a full revocation order in the future.

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The Canadian Securities Exchange (the "CSE") has granted the Company an exemption from the requirement to obtain securityholder approval for the Private Placement. The Company will rely on the exemption set out in Section 4.6(2)(b) of CSE Policy 4 - Corporate Governance, Security Holder Approvals and Miscellaneous Provisions (the "Policy") with respect to the requirement to obtain shareholder approval for a transaction whereby the Company will issue more than 100% of its issued share capital. The Company meets the exemption requirements as the Company is in extreme financial hardship, has reached an agreement to complete the Offering, no related person of the Company participated in the Offering, and the independent directors of the Company approved the transaction. There can be no assurances that the proceeds of the Private Placement will be sufficient for the purposes of the Company's working capital needs.

1. Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

1. Omitted Information

Not applicable.

1. Executive Officer

For further information, contact Stephen Coates, Interim CEO of Mijem Newcomm Tech Inc. at (647) 642-1807

Email: mijem@grovecorp.ca

1. Date of Report

June 19, 2025