Mullen Group Ltd. — Regulatory Filings 2021

Jun 30, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Mullen Group Ltd. (the " Company " or " Mullen Group ") 121A – 31 Southridge Drive Okotoks, Alberta T1S 2N3

Item 2 Date of Material Change

The material change occurred June 24, 2021.

Item 3 News Release

A news release disclosing the material change described below was issued by Mullen Group on June 24, 2021 through the facilities of Canada Newswire. The news release has been filed under Mullen Group's profile on SEDAR at www.sedar.com.

Item 4 Summary of Material Change

On June 24, 2021, Mullen Group announced the closing of the previously announced acquisition of APPS Transport Group Inc. (" APPS ") and the businesses: APPS Cartage Inc. and APPS Cargo Terminals Inc. following the successful receipt of all regulatory approvals.

Item 5.1 Full Description of Material Change

On June 24, 2021, Mullen Group announced the closing of the previously announced acquisition of APPS and the businesses: APPS Cartage Inc. and APPS Cargo Terminals Inc. following the successful receipt of all regulatory approvals.

APPS (www.appsexpress.com), a well-established transportation and logistics company founded in 1985, provides lessthan-truckload (" LTL ") along with truckload, intermodal and some warehousing services primarily from their head office in Mississauga, Ontario, with services extending into five locations throughout western Canada. Through a combination of company trucks, independent owner operators, and interline partners, APPS and its dedicated group of 300 plus employees, service the commercial supply; food & beverage; and retail & consumer sectors which supports the business-to-business (B2B) along with the business-to-consumer (B2C) E-Commerce space. APPS will operate within Mullen Group's Less-Than-Truckload segment (" LTL segment ") and it is expected to generate annualized revenue of approximately $90.0 million and operating income before depreciation and amortization (" OIBDA ") margins consistent with the LTL segment.

Mullen Group funded the APPS acquisition from existing cash and the issuance of 750,000 Common Shares of Mullen Group to certain vendors.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

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Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Murray K. Mullen Chairman of the Board, Chief Executive Officer Mullen Group Ltd. Tel: 403.995.5200

Item 9 Date of Report

This report is dated June 29, 2021.

Forward Looking Information Advisory

This document may include forward-looking statements within the meaning of Canadian securities laws (referred to as "forward-looking statements"). These statements can generally be identified by the use of the words "outlook," "objective," "may," "will," "should," "could," "would," "plan," "potential," "estimate," "project," "continue," "believe," "intend," "anticipate," "expect," "target" or the negatives of these words and phrases or similar expressions that are predictions of or indicate future events or trends and which do not relate solely to present or historical matters.

In particular, Mullen Group’s expected returns and expected OIBDA margins as described above constitute forwardlooking statements. Forward-looking statements reflect Mullen Group’s current expectations regarding future events and speak only as of the date of this document. These forward-looking statements are based on a number of assumptions which may prove to be incorrect.

Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not or the times at or by which such performance or results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward looking statements, including, but not limited to, the factors discussed under "Risk Factors" in the filings Mullen Group makes from time to time with Canadian securities regulators. Mullen Group’s business is both competitive and subject to various risks. Although the forward-looking statements contained in this news release are based upon what Mullen Group believes to be reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward looking statements, and the differences may be material. Therefore, investors are urged not to place undue reliance on Mullen Group’s forward-looking statements. These forward looking statements are made as of the date of this document and, except as expressly required by applicable law, Mullen Group assumes no obligation to update or revise them to reflect new events or circumstances.