OCUMETICS TECHNOLOGY CORP. — Capital/Financing Update 2025

Dec 3, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

ITEM 1 Name and Address of Company:

OCUMETICS TECHNOLOGY CORP. (the "Corporation")

1250, 639 – 5th Avenue SW

Calgary, Alberta T2P 0M9

ITEM 2 Date of Material Change:

November 25, 2025

ITEM 3 News Release:

The news release was distributed on November 25, 2025 and filed on SEDAR on November 25, 2025.

ITEM 4 Summary of Material Change:

The Corporation announced $2.5 Million Brokered LIFE Offering.

ITEM 5 Full Description of Material Change:

The Corporation announced that it had entered into an agreement with Centurion One Capital Corp. (the "Lead Agent") as lead agent and sole bookrunner, in connection with a brokered private placement to raise up to $2,500,000 (the "Offering") through the sale of up to 3,472,222 units of the Corporation ("Units") at an issue price of $0.72 per Unit (the "Issue Price") on a best efforts basis. Each Unit shall consist of one common share in the capital of the Corporation (each, a "Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share of the Corporation (each, a "Warrant Share") at a price of $0.90 per Warrant Share at any time for a period of three (3) years following the Closing Date (as defined herein).

In addition, the Corporation will grant the Lead Agent an option to sell up to an additional 520,833 Units at the Offering Price for additional gross proceeds of up to $375,000 (the "Agent's Option") on the same terms and conditions as set out herein. The Agent's Option is exercisable in whole or in part at any time, up to two business days prior to the Closing Date.

The gross proceeds of the Offering are expected to be used to fund the Corporation's first-in-human clinical trials, for ongoing research and development and for general corporate purposes. Although the Corporation intends to use the proceeds of the offering as described above, the actual allocation of proceeds may vary from the uses set out above, depending upon future operations, events or opportunities.

The Units will be offered for sale (i) by way of private placement pursuant to the listed issuer financing exemption under section 5A.2 of National Instrument 45-106 – Prospectus Exemptions, as amended and supplemented by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption") in British Columbia, Alberta and Ontario, (ii) in the United States pursuant to an exemption from the registration requirements of the

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United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and applicable U.S. state securities laws, and (iii) in jurisdictions outside of Canada and the United States as mutually agreed to by the Corporation and the Lead Agent, provided it is understood that no prospectus filing, registration or comparable obligation arises in such other jurisdiction. The securities issued under the Listed Issuer Financing Exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.

There is an offering document (the "Offering Document") related to this Offering that can be accessed under the Corporation's profile at www.sedarplus.ca and on the Corporation's website at www.ocumetics.com. Prospective investors should read this Offering Document before making an investment decision.

The Offering is expected to close on or around December 11, 2025, or such other date as agreed upon between the Corporation and the Lead Agent (the "Closing Date") and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange (the "Exchange").

It is anticipated that certain insiders of the Corporation, the Lead Agent and certain affiliates may acquire Units in the Offering. Any participation by insiders in the Offering will constitute a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation expects such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, is expected to exceed 25% of the Corporation's market capitalization.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

ITEM 6
Reliance on subsection 7.1(2) or (3) of National Instrument 51-102:
Not Applicable.

ITEM 7
Omitted Information:
Not Applicable.

ITEM 8
Executive Officer:
Further information relating to this Material Change Report may be obtained from:
Roger Jewett, Chief Financial Officer
Telephone: (403) 650-7718

ITEM 9
Date of Report:
December 3, 2025
The foregoing accurately discloses the material change referred to in this report.

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