PUDO Inc. — Capital/Financing Update 2020

Jan 10, 2020

FORM 51-102F3 - MATERIAL CHANGE REPORT

1. NAME AND ADDRESS OF COMPANY

Lincoln Ventures Ltd. 650-669 Howe Street, Vancouver, BC Canada V6C 0B4

2. DATE OF MATERIAL CHANGE

January 10, 2020

3. NEWS RELEASE

News release dated January 10, 2020 was disseminated through the facilities of Stockwatch.

4. SUMMARY OF MATERIAL CHANGE

Lincoln Ventures Final Tranche of Bridge Financing

5. FULL DESCRIPTION OF MATERIAL CHANGE

Lincoln Ventures Ltd. announced that it closed the second and final tranche of its bridge financing to fund ongoing transaction costs associated with the Company’s reverse takeover transaction with DimensionalMechanics, Inc., which was previously announced on September 10, 2019 (the “Transaction”).

The second tranche of the financing consisted of the issuance of 400,000 common shares at a price of C$0.12 per share for gross proceeds of C$48,000, and combined with the first tranche, the Company raised aggregate gross proceeds of C$452,000.

The common shares were sold on a non-brokered private placement basis. The common shares issued in connection with the second tranche of the financing are subject to a statutory four month hold period expiring on May 11, 2020. In addition, all common shares issued under the bridge financing will be subject to seed share matrix resale restrictions in accordance with TSX Venture Exchange (“TSX-V”) policies.

In accordance with TSX-V policies, the common shares of Lincoln are halted from trading and will remain so until certain documentation required by the TSX-V for the Transaction can be provided to the TSX-V. The common shares of Lincoln may resume trading following the TSX-V’s review of the required documentation or the common shares of Lincoln may remain halted until completion of the Transaction.

The Company further announced that it has granted incentive stock options pursuant to its stock option plan, to various directors, officers, employees and consultants of the Company, to purchase up to an aggregate of 2,319,000 common shares of the Company. The stock options are exercisable at a price of $0.12 per share and expire five years from the date of grant.

6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

N/A

7. OMITTED INFORMATION

N/A

8. EXECUTIVE OFFICER

John Proust, Director Telephone: (778) 725-1487

9. DATE OF REPORT

January 10, 2020