NexOptic Technology Corp. — Regulatory Filings 2021

Dec 20, 2021

Material Change Report Under Section 7.1 of NI 51-102

ITEM 1 Name and Address of Company

Forbidden Spirits Distilling Corp.* c/o Pushor Mitchell LLP 301-1665 Ellis Street Kelowna, BC V1Y 2B3

*Previously named Spartan Acquisition Corp.

ITEM 2 Date of Material Change

December 16, 2021

ITEM 3 News Release

A news release announcing the material change was disseminated on December 16, 2021 through TheNewswire and through SEDAR.

ITEM 4 Summary of Material Changes

Forbidden Spirits Distilling Corp. (TSX.V: VDKA - the " Company " or the " Resulting Issuer obtained a public listing for its securities on the TSX Venture Exchange (the " Exchange ") following closing of the Qualifying Transaction (as defined in Exchange policies) involving Spartan Acquisition Corp. (“ Spartan ”) and Forbidden Distillery Inc. “ Forbidden ”). As a result, the Company has been listed as a Tier 2 industrial issuer on the Exchange. In conjunction with the closing of the Qualifying Transaction, Forbidden raised approximately $3,567,903 million in a concurrent financing (the “ Concurrent Financing ”).

Trading in the shares of the Resulting Issuer commenced under the symbol “VDKA” on December 20, 2021.

ITEM 5 Full Description of Material Change

The Qualifying Transaction involved the non-arm's length amalgamation of Spartan and Forbidden pursuant to the provisions of the Business Corporations Act (British Columbia) (the “ Amalgamation ”) to continue as a new company called “Forbidden Spirits Distilling Corp.”. Each common share in the capital of Spartan (the “ Spartan Shares ”) that was outstanding immediately prior to the Amalgamation was converted into one (1) common share in the capital of the Resulting Issuer (the “ Resulting Issuer Shares ”) and each class A voting common share in the capital of Forbidden that was outstanding immediately prior to the Amalgamation was converted into 24 Resulting Issuer Shares, each class B non-voting common share in the capital of Forbidden that was outstanding

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immediately prior to the Amalgamation was converted into four (4) Resulting Issuer Shares, each class C non-voting preferred share in the capital of Forbidden that was outstanding immediately prior to the Amalgamation was converted into four (4) Resulting Issuer Shares and each class D non-voting common share in the capital of Forbidden that was outstanding immediately prior to the Amalgamation was converted into one (1) Resulting Issuer Shares. Upon completion of the Amalgamation, former holders of Spartan Shares hold an aggregate of 4,788,500 Resulting Issuer Shares, representing approximately 8.40% of the outstanding Resulting Issuer Shares and the former holders of Forbidden Shares hold an aggregate of 40,296,000 Resulting Issuer Shares representing approximately 70.72% of the outstanding Resulting Issuer Shares and participants in the Concurrent Financing hold 11,893,011 Resulting Issuer Shares representing approximately 20.87% of the outstanding Resulting Issuer Shares.

The board of directors of the Company consists of: Blair Wilson, Terese Gieselman, Maya Kanigan, Kristi Miller and Eugene Hodgson. The management team of the Company is comprised of: Blair Wilson, Chief Executive Officer, Terese Gieselman, Chief Financial Officer and Kelly Wilson, Corporate Secretary.

The Company also announced that, subsequent to the completion of the Amalgamation, and subject to the receipt of Exchange approval, the Company proposes to engage the services of Integral Wealth Securities Limited to provide services as a market maker in accordance with the policies of the Exchange and applicable laws.

ITEM 6 Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102

This material change report is not being filed on a confidential basis.

ITEM 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

ITEM 8 Executive Officer

The name and telephone number of the director of the Company who is knowledgeable about the material change and the material change report is:

Blair Wilson, Chief Executive Officer, Tel: (250) 317-0996.

ITEM 9 Date of Report

December 20, 2021.

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