Solution Financial Inc. — Capital/Financing Update 2021

Mar 13, 2021

FORM 51–102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Solution Financial Inc. Unit 137 – 8680 Cambie Road Vancouver, BC V6X 4K1

Item 2 Date of Material Change

March 8, 2021

Item 3 News Release

A news release dated March 8, 2021 was disseminated and subsequently filed on SEDAR.

Item 4 Summary of Material Change

Solution Financial announces closing of convertible debenture financing.

Item 5 Full Description of Material Change

On March 8, 2021, Solution Financial Inc. (TSXV: SFI) (the " Company ") is announced that it has closed its previously announced non-brokered financing of unsecured convertible debentures (" Debentures ") in the principal amount of $3,225,400. The Convertible debenture financing consisted of a reinvestment of $2,615,400 of maturing debentures and interest and $610,000 of new investments. The Debentures will mature on March 8, 2023 (" Maturity Date ") and bear interest at a rate of 5.00% per annum, calculated and paid semi-annually. The principal amount on the Debenture may be convertible into common shares in the capital of the Company (" Shares "), in whole or in part, at any time following the Issue Date but on or before the Maturity Date at a conversion price of $0.50 per Share (the " Conversion Price "). Subject to TSX Venture Exchange approval, any accrued and unpaid interest on the Debenture may be convertible into Shares at the greater of (i) the Conversion Price or (ii) the closing price of the Company's Shares on the date of conversion.

The Debentures and the Shares issuable upon the conversion of the principal amount on the Debentures will be subject to a statutory resale restriction expiring on July 9, 2021.

In connection with the Offering, the Company paid finder’s fees in the amount of $10,754 to PI Financial Corp.

The Company intends to use the proceeds of the financing to expand the Company's portfolio of in-house leases.

The offering of the Debentures is subject to the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange.

The Debentures will not be listed or posted for trading on any exchange.

Two of the directors of the Company participated in the Offering which included $100,000 of new investments and $300,000 of reinvestments of maturing debentures which constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (" MI 61-101 ") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSX-V. The issuance to the insiders is exempt from the formal valuation and the minority shareholder approval requirements of MI 61-101 as the consideration paid by such insiders did not exceed 25% of the Company's market capitalization.

Item 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

Sean Hodgins, CFO Tel: 778-318-1514

Item 9 Date of Report

Dated at Vancouver, BC this 12[th] day of March, 2021.

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