OCUMETICS TECHNOLOGY CORP. — Capital/Financing Update 2026

Jan 7, 2026

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:

January 2, 2026

ITEM 3 News Release:

The news release was distributed on January 2, 2026 and filed on SEDAR on January 2, 2026.

ITEM 4 Summary of Material Change:

The Corporation announced that it had completed the first tranche of its previously announced best efforts brokered private placement of units (the “Transaction”).

ITEM 5 Full Description of Material Change:

The full press release with respect to the Transaction is attached hereto as Schedule “A”.

The following is provided in accordance with Section 5.2 of Multilateral Instrument 61-101 – “Protection of Minority Security Holders in Special Transactions” (“MI 61-101”)

(a) description of the Transaction and its material terms:

Please refer to attached press release.

(b) the purpose and business reasons for the Transaction:

Please refer to attached press release.

(c) the anticipated effect of the Transaction on the issuer's business and affairs:

Please refer to attached press release.

(d) a description of (i) the interest in the Transaction of every interested party and of the related parties and associated entities of the interested parties and (ii) the anticipated effect of the Transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person referred to in subparagraph (i) for which there would be a material change in that percentage:

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Dean Burns (Chief Executive Officer and President), Roger Jewett (Chief Financial Officer), Garth Webb (Chief Scientific Officer), Doyle Stulting (Chief Medical Officer), J. Barton McRoberts and Michael Edwards, participated in the Private Placement through the purchase of securities as set out in the following table, either directly or indirectly through their respective holding companies. Messrs. Burns, Jewett, Webb, Stulting, McRoberts and Edwards are each a “Related Party” under MI 61-101 as they are all directors, and some are officers, of the Corporation.

Purchaser	Number of Units Purchased Pursuant to the Transaction	Number of Units Held by Purchaser Prior to Transaction and % of Issued Shares Prior to Transaction	Number of Units Held by Purchaser Post-Transaction and % of Issued Shares Post-Transaction
Grit Marketing LLC
(Dean Burns, Principal)	23,333	140,625	163,958
		0.11%	0.13%
Roger Jewett	25,000	3,667,244	3,692,244
		2.88%	2.86%
Ventura Holdings Ltd.
(Garth Webb, Principal)	15,750	44,867,500	44,883,250
		35.22%	34.74%
Barjan Holdings Ltd. (J. Barton McRoberts, Principal)	16,667	2,255,000	2,271,667
		35.22%	1.76%
Michael Edwards	33,333	425,000	458,333
		0.33%	0.35%
Robert Doyle Stulting	23,333	300,000	323,333
		0.24%	0.25%
TOTAL:	137,416

(e) unless this information will be included in another disclosure document for the Transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the Transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

Please refer to attached press release.

(f) a summary, in accordance with section 6.5, of the formal valuation, if any, obtained for the Transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the Transaction;

In reliance upon the exemption from the Formal Valuation Requirement provided in section 5.5(a) of MI 61-101 (see the Corporation’s response under paragraph (i) below), the Corporation

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did not obtain a formal valuation for the Transaction.

(g) disclosure, in accordance with section 6.8, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the Transaction (i) that has been made in the 24 months before the date of the material change report, and (ii) the existence of which is known, after reasonable inquiry, to the issuer or to any director or senior officer of the issuer:

None

(h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the Transaction:

The Transaction was completed with Providential Holdings Inc., which is a Related Party under the provisions of MI 61-101. Please refer to attached press release for details of the Transaction.

(i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying and the facts supporting reliance on the exemptions:

The Transaction is exempt from the Formal Valuation Requirement and from the Minority Approval Requirement as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Transaction, insofar as it involves interested parties, exceeds 25% of the Corporation's market capitalization. On the date of the Transaction, the market capitalization of the Corporation was $76,427,004.60. The subscription from all of the Related Parties amounted to $137,416.00, or 0.18% of the Corporation's market capitalization.

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:

January 6, 2026

The foregoing accurately discloses the material change referred to in this report.

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  (attached)
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SCHEDULE "A"

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ocumetics TECHNOLOGY CORP

FOR IMMEDIATE RELEASE

NEWS RELEASE

Ocumetics Technology Announces Closing of First Tranche of Brokered LIFE Offering Led by Centurion One Capital

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Calgary, AB – January 2, 2026 – Ocumetics Technology Corp. (“Ocumetics” or the “Corporation”) (TSXV: OTC) (OTCQB: OTCFF) (FRA: 2QB0) is pleased to announce that it has closed the first tranche of its previously announced best efforts brokered private placement of units of the Company (the “Units”) for aggregate gross proceeds of approximately $788,380 (the “Brokered Offering”). The Company is also pleased to announce the closing of a concurrent non-brokered private placement of Units for additional gross proceeds of approximately $235,450 (the “Non-Brokered Offering” and together with the Brokered Offering, the “Offerings”).

The Offerings were led by Centurion One Capital Corp. as lead agent and sole bookrunner (the “Lead Agent”) in respect of the Brokered Offering and fiscal advisor in respect of the Non-Brokered Offering. Tingle Merrett LLP acted as counsel to the Company, and Cassels Brock & Blackwell LLP acted as counsel to the Lead Agent in connection with the Offerings.

A total of 1,706,383 Units were sold under the Offerings at a price of $0.60 per Unit (the “Issue Price”) for aggregate gross proceeds of approximately $1,023,830. Each Unit consists of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional Common Share (a “Warrant Share”) at a price of $0.75 until December 30, 2028.

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.

In connection with the Offerings, the Company paid an aggregate of $143,336.17 in commissions, fees and advisory fees, $61,429.79 of which were paid through the issuance of an aggregate of 102,382 Units, and issued an aggregate of 136,510 Common Share purchase warrants with each warrant entitling the holder thereof to acquire one Unit at the Issue Price until December 30, 2028. The Lead Agent intends to close the rest of the Offerings in one or more subsequent tranches.

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The Units offered for sale under the Offerings were offered by way of private placement (i) pursuant to the listed issuer financing exemption (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, and (ii) and in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities issued under the Listed Issuer Financing Exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.

Dean Burns (Chief Executive Officer and President), Roger Jewett (Chief Financial Officer), Garth Webb (Chief Scientific Officer), Doyle Stulting (Chief Medical Officer), J. Barton McRoberts and Michael Edwards, all of whom are directors of the Corporation, participated in the Private Placement. The Private Placement is therefore a “Related Party Transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Corporation relied upon the exemptions from the minority shareholder approval and valuation requirements set out in Sections 5.7(1)(a) and 5.5(a), respectively, of MI 61-101. The Private Placement was approved unanimously by the directors of the Corporation by resolution. A material change report regarding the Private Placement was not filed 21 days before the completion of the Private Placement as 21 days prior to the completion of the Private Placement, completion of the Private Placement was uncertain and therefore did not at that time constitute a material change.

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.

ABOUT OCUMETICS

Ocumetics Technology Corp. (TSXV: OTC) (OTCQB: OTCFF) (FRA: 2QB0) is a Canadian research and product development company that is dedicated to developing advanced vision correction solutions that enhance the quality of life for patients. Through innovative research and development, Ocumetics aims to transform the field of ophthalmology with state-of-the-art intraocular lenses and other vision-enhancing technologies.

Ocumetics is in the preclinical study stage of a game-changing technology for the ophthalmic industry. Ocumetics has developed an intraocular lens that fits within the natural lens compartment of the eye potentially to eliminate the need for corrective lenses. It is designed to allow the eye’s natural muscle activity to shift focus from distance to near, providing clear vision at all distances without the help of glasses or contact lenses.

Additional information is available at www.ocumetics.com and www.sedarplus.ca.

For further information, please contact:

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Mr. Dean Burns
President and CEO
Tel: 817-874-7564

ABOUT CENTURION ONE CAPITAL

Centurion One Capital's mission is to ignite the world's most visionary entrepreneurs to conquer the greatest challenges of tomorrow, fueling their ambitions with transformative capital, unparalleled expertise, and a global network of influential connections. Every interaction is guided by our core values of respect, integrity, commitment, excellence in execution, and uncompromising performance. We make principal investments, drawing on the time-honored principles of merchant banking, where aligned incentives forge enduring partnerships. Centurion One Capital: A superior approach to investment banking.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements include, but are not limited to, statements with respect to the completion of the Offering and the anticipated Closing Date thereof; the expected receipt of regulatory and Exchange approvals relating to the Offering; the expected proceeds of the Offering and the anticipated use thereof; and any other activities, events or developments that the companies expect or anticipate will or may occur in the future.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include but are not limited to: operational matters, historical trends, current conditions and expected future developments, access to financing as well as other considerations that are believed to be appropriate in the circumstances. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.