Simply Solventless Concentrates — Capital/Financing Update 2024

Apr 26, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Simply Solventless Concentrates Ltd. (“ SSC ”) 273209 Range Road 20 Rocky View County, Alberta T0M 0E0

2. Date of Material Change

April 17, 2024

3. News Release

News release was disseminated in Canada on April 26, 2024 through the facilities of Canada Newswire.

4. Summary of Material Change

On April 17, 2024, SSC announced the closing of its previously announced oversubscribed nonbrokered private placement of units (“ Units ”) for proceeds of $800,000.10 (the “ Financing ”).

5.1 Full Description of Material Change

On April 17, 2024, SSC announced closing of the Financing.

A total of 5,333,334 Units were issued at a price of $0.15 per Unit, with each Unit consisting of one common share and one common share purchase warrant of SSC (a " Warrant "). Each Warrant is exercisable for one common share of SSC at a price of $0.20 per share for a period of three years from the date of issuance. All securities issued under the Financing are subject to a hold period expiring four months and one day from the date of issue.

666,899 Units for net proceeds of approximately $100,000 were purchased by insiders of SSC.

SSC intends to use the proceeds of the Financing to facilitate accelerated production of its Astrolab, Frootyhooty and Lamplighter products for delivery into the Ontario and Alberta recreational cannabis markets, expansion into new markets, and for capital expenditures related to production efficiencies.

The Financing was previously announced in SSC's press releases dated March 28, 2024 and April 8, 2024, which are available on SSC's SEDAR+ profile at www.sedarplus.ca. Units acquired by insiders are considered "related party transactions" for the purposes of National Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). SSC was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

This report is not being filed on a confidential basis.

7. Omitted Information

Not applicable.

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8. Executive Officer

Jeff Swainson, President and CEO Phone: 403-796-3640 Email: jeff@simplysolventless.ca

9. Date of Report

April 26, 2024

Forward-Looking Statements

This material change report contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this material change report that are not statements of historical fact may be deemed to be forwardlooking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends", "expects", "projected" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this material change report contains forward looking statements concerning the use of proceeds of the Financing, profitable revenue growth in both existing and new markets, the prospects of SSC, expansion into new markets, and accelerating production and obtaining production efficiencies. SSC cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of SSC, including expectations and assumptions concerning SSC, as well as other risks and uncertainties, including those described in SSC's filings available on SEDAR+ at www.sedarplus.ca. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of SSC. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this material change report are expressly qualified by this cautionary statement.

The forward-looking statements contained in this material change report are made as of the date of this material change report, and SSC does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

This material change report shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

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