Principal Technologies Inc. — Capital/Financing Update 2020

May 25, 2020

Connaught Ventures Corp. Material Change Report Page 1 of 2

FORM 51-102F3

Material Change Report

1. Name and Address of Company: Connaught Ventures Corp. (“Connaught” or the “Company”) Suite 1510, 789 West Pender Street Vancouver, British Columbia V6C 1H2

2. Date of Material Change: May 22, 2020

3. News Release: The news release with respect to the material change was disseminated through Stockwatch on May 25, 2020 and filed on SEDAR.

4. Summary of Material Change: Connaught has completed a non-brokered private placement of 12,500,000 common shares at $0.12 per share for gross proceeds of $1,500,000.

5. Full Description of Material Change:

5.1 Full Description of Material Change

Connaught has completed a non-brokered private placement of 12,500,000 common shares at $0.12 per share for gross proceeds of $1,500,000.

No finder’s fee or commission was paid in connection with the private placement. Connaught intends to use the net proceeds to complete a qualifying transaction, to provide sufficient funds to cover general and administrative costs for twelve months, to cover any costs related to the non-brokered private placement, and for general working capital. All securities issued in connection with the private placement are subject to a four-month hold period and to the terms of a CPC Escrow Agreement dated as of May 18, 2020.

Upon completion of the private placement, GreenIslands Global Opportunities Fund (“GreenIslands”) owns or controls (directly or indirectly) an aggregate of 12,500,000 common shares of Connaught, representing 75.65% of the outstanding common shares, on a non-diluted basis (or 73.10% of the common shares on a fully diluted basis). As such, in accordance with the rules and policies of the TSX Venture Exchange (“TSXV”), the acquisition of securities by GreenIslands creates a new “control person” and requires the consent of at least 50% of “disinterested” shareholders of Connaught (being all common shares held by Connaught’s shareholders but excluding the votes attached to the common shares held by GreenIslands and its Associates and Affiliates, as such terms are defined in the Corporate Finance Manual of the TSXV). Connaught has called an annual general and special meeting of shareholders to be held on June 25, 2020 to approve, among other things, the creation of a new control person in connection with the private placement.

The acquisition of securities by GreenIslands in connection with the private placement is not considered a “related party transaction” pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

Completion of the private placement is subject to final approval of the TSXV.

Connaught is a capital pool company (“CPC”) within the meaning of the policies of the TSXV. Connaught has not commenced operations and has no assets other than cash. The Shares have been conditionally approved for listing on the TSXV under the trading symbol “CNV.P”

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5.2 Disclosure of Restructuring Transactions

Not applicable.

1. Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102 Continuous Disclosure Obligations:

Not Applicable

1. Omitted Information:

Not Applicable

1. Executive Officer:

John Thompson, Chief Executive Officer T: 604 926-4182 jthompson@union-securities.com

1. Date of Report:

May 25, 2020

Connaught Ventures Corp. Material Change Report Page 2 of 2