OCUMETICS TECHNOLOGY CORP. — Share Issue/Capital Change 2025

Jan 27, 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:

January 24, 2025

ITEM 3
News Release:

The news release was distributed on January 24, 2025 and filed on SEDAR on January 24, 2025.

ITEM 4
Summary of Material Change:

The Corporation announced the issuance of restricted share units.

ITEM 5
Full Description of Material Change:

The Corporation announced that it had issued an aggregate of 5,000,000 restricted share units (each, a “Unit”) to Grit Marketing Inc. under the Corporation’s restricted share unit plan (the “RSU Plan”). Grit Marketing Inc. (the “Consultant”) is the consulting company of Dean Burns, the President and Chief Executive Officer of the Corporation.

The Units shall vest in installments upon the achievement of certain performance milestones, up to a maximum of 5,000,000 Units, provided that in no event shall any Unit vest until one year after the date of grant. All non-vested Units shall expire on January 23, 2030, subject to earlier termination if the Consultant ceases to be an eligible participant under the RSU Plan. Each vested Unit shall entitle the Consultant to receive one Common Share in the share capital of the Corporation (each, a “Share”).

Issuance of the Units to the Consultant was approved by the Corporation’s board of directors to provide an incentive to the Consultant to advance the progress of the Corporation and aligns the interests of the Consultant with the Corporation.

RSU Plan

The RSU Plan was approved by the shareholders of the Corporation at the Corporation’s annual general and special meeting held on November 22, 2024. The RSU Plan was first implemented with the issuance of Units to the Consultant January 23, 2025.

The total number of Shares that may be reserved for issuance from treasury in connection with the Units granted pursuant to the RSU Plan shall not exceed 11,976,797 Shares. If any Unit granted under the RSU Plan expires or terminates without having been paid in full, the unissued Shares subject thereto shall again be available for the purpose of the RSU Plan.

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The RSU Plan is subject to the following limitations as required by the policies of the TSX Venture Exchange (the "Policies"):

(a) unless the Corporation has obtained disinterested shareholder approval as provided for in the Policies, the maximum aggregate number of Shares that are issuable pursuant to all Security Based Compensation (as such term is defined by the Exchange) ("SBC") granted or issued to Insiders (as a group) must not exceed 10% of the issued and outstanding Shares of the Corporation at any point in time (the "Insider Limit");

(b) unless the Corporation has obtained disinterested shareholder approval as provided for in the Policies, the maximum aggregate number of Shares that are issuable pursuant to all SBC granted or issued in any 12-month period to Insiders (as a group) must not exceed 10% of the issued and outstanding Shares, calculated as at the date any SBC is granted or issued to any Insider;

(c) unless the Corporation has obtained disinterested shareholder approval as provided for in the Policies, the maximum aggregate number of Shares issuable pursuant to SBC grants to any one person in any 12-month period must not exceed 5% of the issued and outstanding Shares, calculated on the date the SBC is granted or issued to the person; and

(d) the maximum aggregate number of Shares issuable pursuant to SBC granted to any one consultant in any 12-month period must not exceed 2% of the issued and outstanding Shares, calculated on the date of grant or issuance.

The number of Units subject to each grant, the expiry date of each Unit, the vesting dates with respect to each grant of Units and other terms and conditions relating to each such Unit shall be determined by the Corporation's board of directors. The board may, in its discretion, subsequent to the time of granting Units, permit the vesting of all or any portion of unvested Units then outstanding and granted to the Participant under the Share RSU Plan, in which event all such unvested Units then outstanding and granted to the Participant shall be deemed to be immediately vested. Notwithstanding the foregoing, in no event shall Units vest before one year from date of issuance or grant except in event of the death of the Participant, or where the Participant ceases to be an eligible Participant in connection with a change of control, take-over bid, reverse take-over or other similar transaction.

Units granted under the Share RSU Plan are non-transferable and non-assignable to anyone other than to the estate of a Participant in the event of death and then only in accordance with the terms of the RSU Plan.

The Insider Limit was waived by the shareholders of the Corporation with respect to the aforementioned issuance of Units to the Consultant.

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

Not Applicable.

ITEM 7
Omitted Information:

Not Applicable.

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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 24, 2025

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

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