Next Hydrogen Solutions Inc. — Regulatory Filings 2021

Jun 30, 2021

Change in Corporate Structure Report

(In accordance with Section 4.9 of National Instrument 51-102 – Continuous Disclosure Obligations

Item 1 Names of the parties to the transaction

Next Hydrogen Solutions Inc. (formerly BioHep Technologies Ltd., the “ Resulting Issuer ”), Next Hydrogen Corporation (“ Next Hydrogen ”), 2819845 Ontario Inc. (“ Finco ”), 1291549 B.C. Ltd. (“ BC SubCo ”),

(collectively, the “ Parties ”, and each a “ Party ”).

Item 2

Description of the transaction

The three-cornered amalgamation (the “ Amalgamation ”) involving the Resulting Issuer, Next Hydrogen and Finco, a wholly-owned subsidiary of the Resulting Issuer, whereby Next Hydrogen and Finco amalgamated to form a subsidiary of the Resulting Issuer (“ Amalco ”).

Pursuant to the Amalgamation: (i) all of the outstanding common shares of Next Hydrogen (“ Next Hydrogen Shares ”), being 16,580,608 Next Hydrogen Shares, were cancelled and in consideration therefore holders thereof received Resulting Issuer Shares on the basis of one common share o fthe Resulting Issuer (each, a “ Resulting Issuer Share ”) for every one Next Hydrogen Share (the “ Exchange Ratio ”); (ii) all of the outstanding common shares of Finco (“ Finco Shares ”) were cancelled, being 5,554,500 Finco Shares, and in consideration therefore holders thereof received Resulting Issuer Shares based on the Exchange Ratio; and (iii) Amalco became a wholly-owned subsidiary of the Resulting Issuer. The Amalgamation was an arms’ length transaction. Upon closing of the Amalgamation, the Resulting Issuer is continuing the business of Next Hydrogen.

After giving effect to the Amalgamation, the prior shareholders of Next Hydrogen collectively exercise control over the Resulting Issuer. Pursuant to the Amalgamation, all securities of Next Hydrogen convertible into Next Hydrogen Shares ceased to represent a right to acquire Next Hydrogen Shares and provide for the right to acquire the same number of Resulting Issuer Shares at the same exercise price per share, reflecting the Exchange Ratio.

Prior to completion of the Amalgamation, the Resulting Issuer completed: (i) an arrangement pursuant to Section 288 of the Business Corporations Act (British Columbia), which resulted in the spin-out of certain assets and liabilities of the Resulting Issuer into a newly incorporated subsidiary of Resulting Issuer (the “ Arrangement ”); (ii) the consolidation of its outstanding common shares on the basis of one post-consolidation share for every 13.3 pre-consolidation shares, resulting in 748,324 Resulting Issuer Shares on a post-consolidated basis; and (iii) the name change from “BioHep Technologies Ltd.” to “Next Hydrogen Solutions Inc.”.

Prior to the completion of the Amalgamation, the Parties completed a private placement of subscription receipts (the “ Subscription Receipts ”) at a price of $10.00 per Subscription Receipt for aggregate gross proceeds of $55,545,000. Each Subscription Receipt entitled the holder thereof to acquire one Finco Share, which was ultimately exchanged for one Resulting Issuer Share pursuant to the Amalgamation.

Final approval to list the common shares of the Resulting Issuer (the “ Resulting Issuer Shares ”) on the TSX Venture Exchange (the “ Exchange ”) as issued on June 29, 2021 and the Resulting Issuer Common Shares are expected to begin trading on the Exchange on June 30, 2021.

For the jurisdictions in which the Resulting Issuer is a reporting issuer, the Amalgamation constitutes a reverse takeover pursuant to Canadian securities legislation (as defined in National Instrument 51-102 – Continuous Disclosure Obligations ). Next Hydrogen was the reverse takeover acquirer.

Item 3 Effective date of the transaction June 24, 2021

Item 4 Names of each Party that ceased to be a reporting issuer subsequent to the transaction and of each continuing entity

Not applicable.

Item 5 Date of the reporting issuer’s first financial year-end subsequent to the transaction (if paragraph (a) or (b)(ii) of Section 4.9 of NI 51-102 applies) December 31, 2021

Item 6 The periods, including the comparative periods, if any, of the interim financial reports and annual financial statements required to be filed for the reporting issuer’s first financial year subsequent to the transaction (if paragraph (a) or (b)(ii) of Section 4.9 of NI 51-102 applies)

The Resulting Issuer will be required to file:

• (a) interim unaudited financial statements of BioHep Technologies Ltd. for the three months ended April 30, 2021;

• (b) interim unaudited financial statements of Resulting Issuer for the six months ended June 30, 2021;

• (c) interim unaudited financial statements of Resulting Issuer for nine six months ended September 30, 2021; and

• (d) audited annual financial statements of the Resulting Issuer for the year ended December 31, 2021.

Item 7 The filed documents that described the transaction and where those documents may be found in electronic format (if paragraph (a) or (b)(ii) of Section 4.9 of NI 51-102 applies)

The following documents describing the Amalgamation were filed on SEDAR and are available under the Resulting Issuer's SEDAR profile at www.sedar.com:

• (a) Amalgamation Agreement dated March 3, 2021 between the Resulting Issuer, FinCo, BC SubCo and Next Hydrogen;

• (b) Arrangement Agreement dated March 3, 2021 between Resulting Issuer and BC SubCo;

• (c) News Release dated March 4, 2021 announcing the Amalgamation Agreement;

• (d) Amendment No. 1 To Arrangement Agreement dated March 7, 2021 between the Resulting Issuer and BC SubCo;

• (e) News Release dated April 15, 2021 announcing receipt of shareholder approval for the Arrangement;

• (f) Material Change Report dated April 15, 2021 regarding shareholder approval for the Arrangement;

• (g) News Release dated June 25, 2021 of the Resulting Issuer announcing completion of the Amalgamation; and

• (h) Listing Application of the Resulting Issuer dated June 25, 2021.

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