Pool Safe Inc. — Regulatory Filings 2021

May 6, 2021

POOL SAFE INC.

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Pool Safe Inc. (the " Company ") 401 Magnetic Drive, Unit 14 North York, Ontario M3J 3H9

Item 2: Date of Material Change

May 6, 2021

Item 3: News Release

A news release was issued and disseminated on May 6, 2021 and filed on SEDAR at www.sedar.com.

Item 4: Summary of Material Change

The proposed shares for debt transaction (the “ Debt Conversion ”) pursuant to which the Company entered into agreements with the holders of all outstanding convertible debentures (the “ Convertible Debentures ”) and a promissory note holder (the “ Promissory Note ”) to convert the outstanding principal and accrued interest into common shares in the capital of the Company (“ Common Shares ”) at a deemed price of $0.04 per Common Share for an aggregate of 14,046,510 Common Shares has now closed.

The Company has also offered a senior secured debenture in the aggregate principal amount of $500,000 to a certain lender (the “ Financing ”). In connection with the Financing, the Company has granted 1,600,000 bonus warrants (“ Bonus Warrants ”) to the lender.

Item 5.1: Full Description of Material Change

The Convertible Debentures issued by the Company in February, May and June 2018 to certain creditors have an aggregate outstanding balance of $460,000. The Promissory Note, issued on November 28, 2019, has an outstanding balance on the principal of $67,000. Pursuant to approval from the TSX Venture Exchange (the “ Exchange ”), dated April 30, 2021, all of the outstanding principal and accrued interest of the Convertible Debentures and Promissory Note have been converted into Common Shares at a deemed price of $0.04 per Common Share for an aggregate of 14,046,510 Common Shares.

Pursuant to the Financing, the Company has entered into an agreement with a lender for a senior secured loan of $500,000 (the “ Loan ”). Interest on the Loan shall accrue at a rate of 12% per annum, payable in cash monthly in arrears on the last business day of each month, and up to the date on which the Loan is redeemed in full. The Loan will be first ranking secured debt which will have first ranking over all assets and undertakings both present and future of the Company subject only to priority being given to Intrexa Ltd. in respect of the assets secured under its facility. The Loan shall mature on December 31, 2022. The Company issued 1,600,000 Bonus Warrants to the lender in connection with the Financing. Each Bonus Warrant is exercisable into one Common Share at an exercise price of $0.05 until the maturity date of the Loan, provided that, in accordance with the polices of the Exchange, if a portion of the Loan is redeemed during the first year following the closing date, a proportional number of the Bonus Warrants shall have

their term reduced to the later of one year from issuance of the Bonus Warrants and 30 days from redemption of that portion of the Loan.

Certain of the Company’s directors and officers are holders of the Convertible Debentures, and the Debt Conversion therefore constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Transaction in reliance of sections 5.5 and 5.7 respectively, of MI 61-101, as the fair market value of the consideration to be received by such directors and officers does not exceed 25% of the Company's market capitalization.

The insider participation in the Debt Conversion is as follows:

Name of Insider	Position with the Corporation	Number of Common Shares	Value of Subscription	Number and Percentage of Common Shares Held Before Closing(1)	Number and Percentage of Common Shares Held After Closing(1)
Berger Group Inc. (David Berger)	Chief Executive Officer, President and Director	1,999,029	$79,961.16	21,838,216 (29.05%)	23,837,245 (26.71%)
Steven Mintz	Director	1,332,686	$53,307.44	942,464 (1.25%)	2,275,150 (2.55%)
Steven Glaser	Chief Operating Officer, Chief Financial Officer and Director	666,343	$26,653.72	1,327,240 (1.77%)	1,993,583 (2.23%)
Note:

(1) Calculated on a non-diluted basis, inclusive of common shares beneficially owned, controlled or directed, directly or indirectly, and based on 75,183,239 common shares issued and outstanding prior to the closing of the Debt Conversion and 89,229,749 common shares issued and outstanding immediately following the closing of the Debt Conversion.

Prior to the Debt Conversion, Berger Group Inc., a corporation with a head office in Toronto, Ontario, held 21,838,216 Common Shares. Pursuant to the Debt Conversion, Berger Group Inc. acquired, for $79,961.16 of debt settled, ownership of 1,999,029 Common Shares, which, together with the Common Shares held prior to the Debt Conversion, represents approximately 26.71% of the issued and outstanding Common Shares on a non-diluted basis. The Common Shares acquired pursuant to the Debt Conversion were acquired by Berger Group Inc. for investment purposes, and depending on market and other conditions, it may from time to time in the future increase or decrease its ownership, control or direction over securities of the Company through market transactions, private agreements, or otherwise.

Each of the aforementioned insiders abstained from the approval of the Debt Conversion as directors of the Company. The directors of the Company approved the Debt Conversion by written resolution. In accordance with the Canada Business Corporations Act , all of the directors were required to sign the

authorizing resolution in order for the Debt Conversion to be valid as if passed at a meeting of the directors of the Company, however, the signatures of each of the aforementioned insiders do not constitute a vote by the insider as a director to approve the Debt Conversion. The Debt Conversion was unanimously approved by the directors of the Company entitled to vote thereon.

The Company did not file a material change report more than 21 days before the closing of the Debt Conversion as the details of the Debt Conversion, and the confirmation of insider participation in the Debt Conversion, was not definitively known to the Company until the date of the closing of the Debt Conversion, and the board of directors determined that it was in the best interests of the Company to close the Debt Conversion as soon as practicable.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102 (Confidentiality)

Not applicable.

Item 7: Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8: Executive Officer

For additional information with respect to this material change, the following person may be contacted:

Steven Glaser COO, CFO, and Director (416) 630-2444

Item 9: Date of Report

This report is dated as of the 6[th] day of May 2021.