Simply Solventless Concentrates — M&A Activity 2025

Mar 19, 2025

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
   March 11, 2025

3. News Release
   News release was disseminated in Canada on March 12, 2025 through the facilities of Cision.

4. Summary of Material Change
   On March 12, 2025, SSC announced it entered into an arrangement agreement (the "Arrangement Agreement") dated March 11, 2025 with CanadaBis Capital Inc. ("CanadaBis") pursuant to which SSC will acquire all of the issued and outstanding shares of CanadaBis by way by way of a court approved plan of arrangement under the Business Corporations Act (Alberta) (the "Transaction").

5.1 Full Description of Material Change
On March 12, 2025, SSC announced it entered into the Arrangement Agreement with CanadaBis.

CanadaBis, a public company (TSXV: CANB), is a vertically integrated Canadian cannabis company focused on achieving large-scale growth in the global cannabis market – with specific attention paid to supplying the fast-emerging concentrates category through their Stigma Grow cultivation and BHO extraction facility.

For more information regarding CanadaBis, please see www.canadabis.com and www.stigmagrow.ca.

Key Transaction highlights are as follows:

• Structure: SSC will acquire all of the issued and outstanding shares of CanadaBis pursuant to the Arrangement Agreement and court approved plan of arrangement.
• Consideration to CanadaBis Shareholders: 22,500,000 SSC common shares, amounting to 17.2% of the 130,714,466 proforma basic common shares of SSC outstanding. Approximately 3.0 million CanadaBis options will be cancelled prior to closing, and approximately 2.4 million CanadaBis options will be exchanged for 0.4 million SSC options at a weighted average exercise price of $1.31 per SSC share.
• CanadaBis Valuation: $16.0 million at SSC's 30-day volume weighted common share price of $0.71/share, equating to $0.116 per CanadaBis common share.
• CanadaBis Assets: Through the Transaction, SSC will indirectly acquire all of CanadaBis's assets, including but not limited to provincial product listings, intellectual property, assets (including land, facility, and buildings), facility equipment, security systems, and Health Canada licences. As at October 31, 2024, CanadaBis net assets were $8.4 million.
• Working Capital: CanadaBis expects to have $2.0 million net working capital at closing (reducing net transaction consideration to $14.0 million).
• Escrow Agreement: Approximately 67% of the SSC common shares issued to CanadaBis shareholders will be held in escrow (the "Escrow Shares"), with 1/3 of the Escrow Shares being released from escrow every six months after closing.

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• Travis McIntyre as Chief Operating Officer (“COO”) of SSC: Travis McIntyre, CanadaBis’ President & Chief Executive Officer, will be appointed to the role of COO of SSC at closing. Mr. McIntyre will step down from his role with CanadaBis. Murray Brown, SSC’s current COO, will assume the role of Chief Integrations Officer at closing, focused on integrating acquisitions, restructuring, and corporate services.
• Board Seat: Shane Chana, CanadaBis’ Chief Financial Officer, will join SSC’s board of directors at closing and step down as an officer of CanadaBis.
• Board Approval: The Transaction has been unanimously approved by the Board of Directors of SSC and the Board of Directors of CanadaBis.
• TSXV & Shareholder Approval: The Transaction will be subject to the approval by 66 2/3% of CanadaBis shareholders at a special meeting of CanadaBis shareholders and subject to the receipt of certain regulatory, court, and TSXV approvals, and other closing conditions customary in transactions of this nature.
• CanadaBis Support Agreements: CanadaBis shareholders representing 67.0% of the CanadaBis issued and outstanding common shares have entered into support agreements to vote in favour of the Transaction.
• Transaction Termination Fee: The Arrangement Agreement provides that, under certain circumstances where the Transaction is not completed, CanadaBis will be subject to a termination fee payable to SSC in the amount of $1,200,000.
• Advisors: Stikeman Elliott LLP is acting as legal advisor to SSC and Borden Ladner Gervais LLP is acting as legal advisor to CanadaBis.

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.

8. Executive Officer

Jeff Swainson, President and CEO

Phone: 403-796-3640

Email: jeff@simplysolventless.ca

9. Date of Report

March 18, 2025

Cautionary Note Regarding Forward-Looking Information

SSC financial results as at January 31, 2025 which together with the unaudited financial results for the twelve months ended December 31, 2024 are estimates and subject to change pending completion of the audit of the financial results for the year ended December 31, 2024 due to be filed on SEDAR+ on or before April 30, 2025.

This 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 report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends", "expects", "projected", "approximately" and similar expressions which are intended to identify forward-looking statements.

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More particularly and without limitation, this report contains forward looking statements concerning the benefits of the Transaction, including expected market position, financial projections and synergies of the Transaction, revenue growth, the use of proceeds for the Financing, completing opportunistic acquisitions, capitalizing on SSC's business plan and SSC's results of operations and performance, the consideration to be received by CanadaBis' shareholders, which may fluctuate in value due to SSC's common shares forming the consideration, the closing of the convertible debenture offering, the satisfaction of closing conditions including, without limitation (i) required CanadaBis shareholder approval; (ii) necessary court approval in connection with the plan of arrangement, (iii) SSC obtaining the necessary approvals from the TSXV Exchange for the listing of securities in connection with the Transaction; (iv) CanadaBis obtaining the necessary approvals from CanadaBis shareholders and the TSXV for the delisting of the CanadaBis Shares; and (v) other closing conditions, including, without limitation, obtaining certain consents, and compliance by SSC and CanadaBis with various covenants contained in the Arrangement Agreement. SSC and CanadaBis each cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material risks, factors, assumptions and expectations, many of which are beyond the control of SSC and CanadaBis, including expectations and assumptions concerning SSC and CanadaBis, the ability to satisfy conditions precedent to the closing of the Transaction, including approval of the TSXV, CanadaBis shareholders and Health Canada, the ability to realize expected revenue and cost synergies of the Transaction on the timelines expected, the risk that the businesses will not be integrated successfully, the ability to maintain relationships with customers, employees and suppliers, the timing and market acceptance of products, competition in SSC's and CanadaBis' markets, SSC's and CanadaBis' reliance on customers, fluctuations in interest rates, SSC's and CanadaBis' ability to maintain good relations with its customers, employees and other stakeholders, changes in law or regulations, SSC's and CanadaBis' ability to protect its intellectual property, as well as other risks and uncertainties, including those described in each of SSC's and CanadaBis' 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 and CanadaBis. 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 report are expressly qualified by this cautionary statement.

The forward-looking statements contained in this report are made as of the date of this report, and each of SSC and CanadaBis 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.