Plank Ventures Ltd. — Capital/Financing Update 2025

Jan 9, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company
Plank Ventures Ltd. (the “Company” or “Plank”)
Suite 204-1080 Mainland Street, Vancouver, BC V6B 2T4

Item 2. Date of Material Change
December 31, 2024

Item 3. News Release
A news release announcing the material change was disseminated over The Newswire’s distribution network on December 31, 2024 and copies were filed on the Company’s profile at (www.sedar.com).

Item 4. Summary of Material Change
In its news release dated December 31st, 2024, Plank announced that it plans to combine and extend the maturity of existing loans the Company has with Phoenix Ventures Inc (“Phoenix”) and Code Consulting Limited. Further to this, the company announced extension of the due date on existing loans with Lanebury Growth Capital Ltd (“Lanebury”) and Cascadia Junk Removals Inc.

Item 5. 5.1 - Full Description of Material Change
On December 31st, 2024, Plank announced that it plans to combine and extend the maturity of existing loans the Company has with Phoenix Ventures Inc (“Phoenix”) and Code Consulting Limited. Further to this, the company announced extension of the due date on existing loans with Lanebury Growth Capital Ltd (“Lanebury”) and Cascadia Junk Removals Inc.

Combination of Loans from Phoenix Ventures Inc and extension of the maturity date:
The Company has entered into an agreement with Phoenix Ventures Inc. to combine the following three existing loans, as of December 31st, 2024, into a single new promissory note:

• Promissory Note with the principal amount of $288,557 CAD carrying 12% interest originally entered on June 30th, 2024
• Promissory Note with the principal amount of $40,800 CAD carrying 12% interest originally entered on June 30th, 2024
• Promissory Note with the principal amount of $60,000 CAD carrying 12% interest originally entered on July 10th, 2024

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The maturity date of these three loans was December 31st, 2024. The due date of the new combined loan shall be June 30, 2025 carrying 12% interest.

Company's CEO Laurie Baggio is the owner of Phoenix. He abstained from voting on the extensions of the repayment terms of these two loans. The extensions of the repayment terms of these two loans are related party transactions pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Plank relied on the exemption from the valuation requirement pursuant to section 5.5(b)(Issuer Not Listed on Specified Markets) of MI 61-101 and from the minority shareholder approval requirement prescribed by section 5.7(1)(f) (Loan to Issuer, No Equity or Voting Component) of MI 61-101.

Combination of Loans from Code Consulting Limited and extension of the maturity date:

The Company has also entered into an agreement with Code Consulting Limited to combine the following two existing loans, as of December 31st, 2024, into a single new promissory note:

• Promissory Note with the principal amount of $497,228 CAD carrying 12% interest originally entered on June 30th, 2024
• Promissory Note with the principal amount of $225,000 CAD carrying 12% interest originally entered on June 30th, 2024

The maturity date of these two loans was December 31st, 2024. The due date of the new combined loan shall be June 30, 2025 carrying 12% interest.

The above combination and extension of the repayment terms of the loans from Code Consulting Limited are related party transactions pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") because Mr. Lance Tracey is the beneficial owner of Code, and a control shareholder of Plank. Plank relied on the exemption from the valuation requirement pursuant to section 5.5(b)(Issuer Not Listed on Specified Markets) of MI 61-101 and from the minority shareholder approval requirement prescribed by section 5.7(1)(f) (Loan to Issuer, No Equity or Voting Component) of MI 61-101.

Extension of Repayment Terms of Loans from Lanebury Growth Capital Ltd. and Cascadia Junk Removals Inc.

The Company has also entered into agreement with Lanebury Growth Capital Ltd. that on December 31st, 2024, they will extend a loan which was due to mature on December 31st, 2024 to mature on June 30th, 2025. The interest rate of the loan shall remain at 12% annual. The loan was entered into on September 30th, 2023 for the original principal amount of $4,308,251 CAD.

The Company has also entered into agreement with Cascadia Junk Removals Inc., US C-Corp, that on December 31st, 2024, they will extend a loan which was due to mature on December 31st, 2024 to mature on June 30th, 2025. The interest rate of the loan shall

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remain at 12% annual. The loan was entered into on August 30th, 2018 for the original principal amount of $300,000 USD.

The Loan from Lanebury Growth Capital Ltd and the Loan from Cascadia Junk Removals Inc are related party transactions pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Mr. Laurie Baggio is the beneficial owner of Cascadia Junk Removals Inc, a director of Plank and a control person of Cascadia and Plank, and, as such, Mr. Baggio has abstained from voting with respect to the Loan from Cascadia to Plank. Mr. Lance Tracey is a control person of both Plank and Lanebury Growth Capital Ltd.

Plank relied on the exemption from the valuation requirement pursuant to section 5.5(b)(Issuer Not Listed on Specified Markets) of MI 61-101 and from the minority shareholder approval requirement prescribed by section 5.7(1)(f) (Loan to Issuer, No Equity or Voting Component) of MI 61-101.

There is no undisclosed material information by Plank and Plank has at least one independent director, and the independent directors have approved the Loan from Phoenix, the Loan from Code, the Loan from Cascadia and the Loan from Lanebury.

The loans from Phoenix, Code, Cascadia and Lanebury will be used for general working capital purposes of the Company.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

Item 7. Omitted Information

The undersigned is aware of no information of a material nature that has been omitted.

Item 8. Executive Officer

Mr. Laurie Baggio, Chief Executive Officer of the issuer, is knowledgeable about the material change and this report. He can be contacted at (778) 300-7565.

Item 9. Date of Report

Dated January 8th, 2025 at Vancouver, British Columbia