Pontus Protein Ltd. — Capital/Financing Update 2021

Sep 15, 2021

51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Pontus Protein Ltd. (the “ Company ”) 17686 - 66A Avenue Surrey, British Columbia, V3S 2A7

Item 2 Date of Material Change

September 14, 2021.

Item 3 News Release

The news release dated September 14, 2021 was disseminated via Cision.

Item 4 Summary of Material Change

The Company announced announce a non-brokered private placement consisting of up to a maximum of 31,250,000 units of the Company (each, a “ Unit ”) at a subscription price of $0.16 per Unit for gross proceeds up to a maximum of $5,000,000 (the “ Offering ”). Each Unit will consist of one common share in the capital of the Company (each, a “ Share ”) and one Share purchase warrant (each, a “ Warrant ”), with each Warrant entitling the holder thereof to acquire one additional share (each, a “ Warrant Share ”) at a price of $0.30 per Warrant Share for a period of 2 years from the date of issuance. The Offering may close in one for more tranches.

The proceeds from the Offering are expected to be used for general working capital purposes. Finder’s fees may be payable in connection with the Offering in accordance with the policies of the TSX Venture Exchange (the “ Exchange ”).

All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering. Completion of the Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the Exchange.

Item 5 Full Description of Material Change.

• 5.1 Full Description of Material Change

See Item 4 above for a full description of the material change.

• 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.

• 2 -

Item 7 Omitted Information

None

Item 8 Executive Officer

Connor Yuen, Chief Executive Officer Telephone: 1 (778) 999-3353

Item 9 Date of Report

September 15, 2021.