Orchid Ventures, Inc. — Capital/Financing Update 2021

Apr 2, 2021

Form 51–102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Orchid Ventures, Inc. (“ Orchid ” or the “ Company ”) 27762 Antonio Parkway Ste L-1-631 Ladera Ranch, California 92694

Item 2. Date of Material Change

March 31, 2021 for consolidation of shares and April 1, 2021 for closing of the private placement of units.

Item 3. News Release

News Release dated April 1, 2021 was disseminated via Issuer Direct and filed on SEDAR on April 1, 2021.

Item 4. Summary of Material Change

The Company consolidated its common shares in the capital of the Company on a four old for one new basis. The Company has closed a non-brokered private placement of units and raised gross proceeds of $4,209,500.00.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Company announced further to its news release of March 3, 2021 and effective March 31, 2021, the Company consolidated its common shares in the capital of the Company (the “ Shares ”) on the basis of a one (1) post-consolidation Share for each four (4) preconsolidation Shares (the “ Consolidation ”) effective March 31, 2021.

The Company is also pleased to announce that it has closed its previously announced non-brokered private placement of units of the Company (the “ Units ”) by the issuance of 16,838,000 Units at $0.25 per Unit for gross proceeds of $4,209,500.00 (the “ Offering ”).

Each Unit consists of one post Consolidation Share and one-half of one transferrable common share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant will entitle the holder to purchase one additional post Consolidation Share at a price of $0.40 on or before April 1, 2023.

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The Company has paid eligible finders cash commission in the total amount of $276,850.00, being 7% of the aggregate proceeds from the sale of Units to purchasers introduced by the finders.

The Company has also issued non-transferrable common share purchase warrants (the “ Finder’s Warrants ”) to the finders for the purchase of up to a total of 1,107,400 post Consolidation Shares, being 7% of the number of Units sold under the Offering. Each Finder’s Warrant will entitle the holder to purchase one post Consolidation Share at a price of $0.25 on or before April 1, 2023.

All securities issued in connection with the Offering are subject to a statutory hold period of four-months and one day ending on August 2, 2021. The Company intends to use the net proceeds of the Offering for general working capital.

The Company’s post Consolidation Shares begin trading on the Canadian Securities Exchange (the “ CSE ”) on April 1, 2021. The name of the Company and trading symbol remain the same after the Consolidation. The post Consolidation CUSIP number is 68573L206 and the new ISIN number is CA68573L2066.

Letters of transmittal with respect to the Consolidation will be mailed to all registered shareholders of the Company. All registered shareholders will be required to send their respective certificates representing the pre Consolidation Shares along with a properly executed letter of transmittal to the Company’s transfer agent, Olympia Trust Company. (“ Olympia ”), in accordance with the instructions provided in the letter of transmittal. Additional copies of the letter of transmittal can be obtained through Olympia at 1‐587‐774‐2340 or by e‐mail to cssinquiries@olympiatrust.com. All shareholders who submit a duly completed letter of transmittal along with their respective pre-Consolidation Share certificate(s) to Olympia, will receive a post Consolidation Share certificate or Direct Registration Advice representing the post Consolidation Shares.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51–102

Not applicable.

Item 7. Omitted Information

None.

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Item 8. Executive Officers

The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:

Corey Mangold, Chief Executive Officer Telephone: 949 514-8012

Item 9. Date of Report

DATED at Vancouver, BC, this 1[st] day of April, 2021.

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