Quantum Secure Encryption Corp. — Regulatory Filings 2024

Sep 24, 2024

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 . Name and Address of Company

SCOPE TECHNOLOGIES CORP.

1000 – 1055 West Hastings Street Vancouver, BC V6E 2E9

(the “Company” or “Scope”)

Item 2 . Date of Material Change

September 20, 2024

Item 3 . News Release

The news release was issued on September 20, 2024 and disseminated by Stockwatch.

Item 4 . Summary of Material Change

The Company announced that it has engaged ICP Securities Inc. to provide automated market making services.

Item 5 . Full Description of Material Change

The Company announced that it has engaged the services of ICP Securities Inc. (“ICP”) to provide automated market making services, including use of its proprietary algorithm, ICP Premium™, in compliance with the policies and guidelines of the Canadian Securities Exchange and other applicable legislation. ICP will be paid a monthly fee of C$7,500, plus applicable taxes. The agreement between the Company and ICP was signed with a start date of September 20, 2024, and is for four (4) months ending January 20, 2025 (the “Initial Term”) and shall be automatically renewed for subsequent one (1) month terms (each month called an “Additional Term”) unless either party provides at least thirty (30) days written notice prior to the end of the Initial Term or an Additional Term, as applicable. There are no performance factors contained in the agreement and no stock options or other compensation in connection with the engagement. ICP and its clients may acquire an interest in the securities of the Company in the future.

ICP is an arm’s length party to the Company. ICP’s market making activity will be primarily to correct temporary imbalances in the supply and demand of the Company’s shares. ICP will be responsible for the costs it incurs in buying and selling the Company’s shares, and no third party will be providing funds or securities for the market making activities. To the best of Scope’s knowledge, ICP does not hold, directly or indirectly, any securities of Scope or have any right to acquire any such securities.

ICP Securities Inc. is a Toronto based CIRO dealer-member that specializes in automated market making and liquidity provision, as well as having a proprietary market making algorithm, ICP Premium™, that enhances liquidity and quote health. Established in 2023, with a focus on market structure, execution, and trading, ICP has leveraged its own proprietary technology to deliver high quality liquidity provision and execution services to a broad array of public issuers and institutional investors.

Item 6 . Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 . Omitted Information

None.

Item 8. Executive Officer

James Young CEO and Director (604) 416-1720

Item 9 . Date of Report

September 23, 2024