Radient Technologies Inc. — Regulatory Filings 2021

Dec 6, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Radient Technologies Inc. (“ Radient ” or the “ Company ”) 4035 101 St NW Edmonton, Alberta T6E 0A4

Item 2 Date of Material Change

November 29, 2021

Item 3 News Release

A news release was issued by Radient through the facilities of Newsfile Corp. on November 29, 2021 and was subsequently filed on SEDAR.

Item 4 Summary of Material Change

The Company announced that it has entered into a definitive agreement dated November 29, 2021 respecting the Company’s previously announced acquisition of Tunaaaaroom Xtracts Inc., a cannabis products developer and manufacturer (“ Tunaaaa ”).

Item 5 Full Description of Material Change

Radient has entered into a share exchange agreement dated as of November 29, 2021 with Tunaaaa, Tunaaaa Room Inc., and Pioneer Laboratory Nutraceuticals Ltd. (the “ Agreement ”), pursuant to which Radient shall acquire all of the issued and outstanding shares of Tunaaaa (the “ Acquisition ”).

The consideration payable for the Acquisition will be satisfied by the issuance of 70 million common shares of Radient (“ Common Shares ”) issued at a deemed price of $0.12 per share and 15 million Common Share purchase warrants, each exercisable to acquire one Common Share at a price of $0.15 per share for two years following the closing of the Acquisition (the “ Closing ”), plus up to an additional 25 million Common Shares issued at a deemed price of $0.12 per share upon the satisfaction of certain revenue performance milestones following Closing.

As additional consideration for the Acquisition, Radient has agreed to pay the following royalties:

• 1% of all Radient’s revenue (exclusive of sales taxes) (the “ Principals Royalty ”) generated from the sales of all hydrocarbon and pre-roll products until such payments total an amount (the “ Debt ”) equal to the greater of (i) 4% of all Radient’s revenue generated from the sale of extract products between December 1, 2020 and the Closing, and (ii) 50% of Radient’s gross profit (calculated as gross revenue less cost of goods sold only) generated from the sale of extract products between December 1, 2020 and the Closing, provided, the Principals Royalty shall be increased by (i) 1% if the Debt exceeds

$1 million at any time, and (ii) 0.5% for each $500,000 increment in excess of $1 million; and

• 4% of all Tunaaaa’s revenue (exclusive of sales taxes and subject to certain adjustments), provided such revenue is greater than or equal to (i) $500,000 in a calendar month, or (ii) $1.5 million in a calendar quarter, until such time that Tunaaaa’s revenue for each of nine consecutive calendar months is less than $500,000.

In connection with the Acquisition, Radient has contracted with the vendors of Tunaaaa to provide cannabis growing management services and to develop new products and brands for Radient for a period of at least three years following the Closing.

All of the securities issued pursuant to the Acquisition are subject to a four-month hold period. The Company will not be assuming any long-term debt in connection with the Acquisition. The Acquisition is an arm’s length transaction for the purposes of the policies of the TSX Venture Exchange (“ TSXV ”) and is expected to close prior to December 31, 2021. A finder’s fee may be payable by Radient in connection with the Acquisition, although no agreement with respect thereto has been entered into at this time. The Closing is subject to the satisfaction of customary conditions precedent, including, inter alia, the approval of the TSXV and other closing conditions customarily found in transactions similar to the Acquisition.

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

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Harry Kaura, Chief Executive Officer

+1 (780) 498-2610

Item 9 Date of Report

December 6, 2021

Cautionary Note Regarding Forward-looking Information

This report contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Acquisition, including the Company’s ability to perform its obligations pursuant to the Agreement, the expected timing of completion of the Acquisition, the receipt of approval of the TSXV, and other matters related thereto. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information

is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; risks associated with operation in the cannabis sector; and other risks inherent in the cannabis industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.