Route1 Inc. — Capital/Financing Update 2025

Dec 16, 2025

Form 51-102F3

MATERIAL CHANGE REPORT

Item 1 - Name and Address of Reporting Issuer

Route1 Inc. (“Route1” or the “Company”)

8 King Street East, Suite 1801

Toronto, Ontario, M5C 1B5, Canada

Item 2 - Date of Material Change

December 15, 2025

Item 3 - News Release

The news release of the Company with respect to the material change referred to in Item 2 above was disseminated through Newsfile Corp. on December 15, 2025 and filed on SEDAR+ at www.sedarplus.ca.

Item 4 - Summary of Material Change

The Company closed a previously-announced non-brokered private placement (announced on November 4, 2025) of units of the Company (“Units”) at a price of C$0.075 per Unit for gross proceeds of approximately C$328,250 (the “Offering”) on December 15, 2025.

Item 5 - Full Description of Material Change

5.1 Full Description of Material Change

On December 15, 2025, the Company announced the closing of the second and final tranche (the “Final Closing”) of its non-brokered private placement (announced on November 4, 2025) of Units at a price of C$0.075 per Unit for gross proceeds of C$328,249.92. The Offering closed on December 15, 2025.

Each Unit consisted of one common share (“Common Share”) of the Company and one common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.10 for a period of 18 months following the issue date of the Units.

In connection with the close of the first tranche (the “Initial Closing”) (announced on November 19, 2025) of the Offering, the Company entered into finder’s fee agreements with Canaccord Genuity Corp.

Finder’s fees consisted of cash fees calculated as a percentage of the gross proceeds raised from subscribers introduced by the applicable finder and where applicable, finder’s warrants calculated as a percentage of the Units issued to those subscribers.

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The Company paid C$8,812.00 in cash finder's fees and issued 117,500 finder's warrants, exercisable at C$0.10 for 18 months following the issue date (the “Finder’s Warrants”). The Finder’s Warrants issued are subject to a 4 month hold period expiring March 20, 2026.

A total of 4,376,665 Common Shares and 4,376,665 Warrants were issued pursuant to the Offering. All securities issued are subject to a 4 month hold period expiring March 20, 2026, in respect of the Initial Closing and April 16, 2026, in respect of the Final Closing.

In total, insiders subscribed for 20.72% of the Offering, representing gross proceeds of C$67,999.92. The subscriptions by and issuance of Units to insiders constitute “related party transactions” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements under Sections 5.5(a) and 5.7(1)(a) of MI 61-101. No new insiders or control persons were created as a result of the Offering.

The Company intends to use the net proceeds of the Offering to fund the development of Route1’s Actionable Business Intelligence software application.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Tony Busseri
Chief Executive Officer
tony.busseri@route1.com
(480) 578-0287

Item 9 - Date of Report

December 15, 2025