Sharp Therapeutics Corp. — M&A Activity 2024

Dec 24, 2024

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Sharp Therapeutics Corp. ("Sharp"), formerly "EVP Capital Inc." ("EVP")
2403 Sidney St., Suite 264
Pittsburgh, Pennsylvania 15203
USA

Item 2 Date of Material Change

December 11, 2024

Item 3 News Release

A news release in respect of the material change referred to in this report was issued by Sharp through Newsfile and filed on the System for Electronic Document Analysis and Retrieval Plus (SEDAR+) on December 12, 2024.

Item 4 Summary of Material Change

On December 11, 2024, Sharp (formerly EVP) completed its qualifying transaction ("Qualifying Transaction") by way of a reverse takeover of Sharp Edge Labs, Inc. ("SEL") under the policies of the TSX Venture Exchange (the "TSXV"). Pursuant to a statutory plan of arrangement under the Business Corporations Act (Ontario) (the "OBCA"), EVP acquired all the issued and outstanding common stock in the capital of SEL ("SEL Shares") in exchange for common shares of the resulting issuer, Sharp Therapeutics Corp. (the "Resulting Issuer Shares") by way of merger conducted pursuant to Delaware General Corporation Law ("DGCL") in which SEL Acquisition Co Inc., a wholly-owned subsidiary of EVP ("Merger Sub") merged with and into SEL (the "Merger") to form one company (the "Surviving Corporation"), with SEL continuing as the Surviving Corporation under DGCL (the "Arrangement"). The Arrangement constituted EVP's "Qualifying Transaction" under TSXV Policy 2.4 - Capital Pool Companies. EVP has been renamed "Sharp Therapeutics Corp." (the "Resulting Issuer") and listed as a Tier 2 Life Sciences Issuer on the TSXV.

In this material change report, references to the "Resulting Issuer" and "Sharp" are to EVP after the closing of the Qualifying Transaction.

5.2 – Disclosure for Restructuring Transactions

Not applicable.

Item 5 Full Description of Material Change

On December 11, 2024, Sharp (formerly EVP) completed the Qualifying Transaction by way of a reverse takeover of SEL under the policies of the TSXV. Pursuant to a statutory plan of arrangement under the OBCA, EVP acquired all the issued and outstanding SEL Shares in exchange for Resulting Issuer Shares by way of merger conducted pursuant to DGCL in which Merger Sub merged with and into SEL to form one company, with SEL continuing as the Surviving Corporation. The Arrangement constituted EVP's "Qualifying Transaction"

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under TSXV Policy 2.4 - Capital Pool Companies. EVP has been renamed "Sharp Therapeutics Corp." and listed as a Tier 2 Life Sciences Issuer on the TSXV.

Pursuant to the Arrangement, among other things, (i) holders of common stock in the capital of SEL received 31.2194 Resulting Issuer Shares for each share of common stock held in the capital of SEL, (ii) Merger Sub and SEL completed the Merger, with the Surviving Corporation becoming a wholly-owned subsidiary of the Resulting Issuer, (iii) EVP changed its name from "EVP Capital Inc." to "Sharp Therapeutics Corp.", (iv) the board of directors and management of the Resulting Issuer were reconstituted, and (v) the stock option plan of EVP was amended to become the stock option plan of the Resulting Issuer.

The Qualifying Transaction received final approval by the TSXV on December 18, 2024 and trading of the Resulting Issuer Shares on the TSXV commenced on December 20, 2024 under the symbol "SHRX".

Further details regarding the Qualifying Transaction, the Arrangement and the Resulting Issuer are described in the management information circular of EVP dated October 31, 2024 (the "Circular"), a copy of which is available on SEDAR+ (www.sedarplus.ca) under Sharp's issuer profile.

Management and Board Reconstitution

Effective upon closing of the Qualifying Transaction, the Board of Directors of Sharp was reconstituted to consist of: Scott Sneddon; William R. Newlin; John Brooks III; Dietrich Stephan; John Hathaway and Lorne Sugarman.

Effective upon closing of the Qualifying Transaction, management of Western was reconstituted to consist of: Scott Sneddon (Director, Chief Executive Officer and Chief Scientific Officer); Edward Jonasson (Chief Financial Officer); and Lorne Sugarman (Director and Corporate Secretary).

Auditors

In connection with the completion of the Qualifying Transaction, MNP LLP has been appointed as the auditor of Sharp.

Escrowed Securities

In accordance with the completion of the Qualifying Transaction, the securities of certain Principals (as defined in the policies of the TSXV) of Sharp are subject to escrow in accordance with Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions of the TSXV (the "Exchange Escrow"). Details of the Exchange Escrow and the respective holdings of persons subject to such escrow are outlined in the escrow agreement which is available on SEDAR+ (www.sedarplus.ca) under Sharp's issuer profile.

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

Not applicable.

Item 7 Omitted Information

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Not applicable.

Item 8 Executive Officer

Scott Sneddon
Chief Executive Officer
Sharp Therapeutics Corp.
(412) 206-5303

Item 9 Date of Report

December 23, 2024