Solution Financial Inc. — Capital/Financing Update 2021

Mar 16, 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 10, 2021

Item 3 News Release

A news release dated March 11, 2021 was disseminated via Newsfile Corp. and subsequently filed on SEDAR.

Item 4 Summary of Material Change

Solution Financial announces short form prospectus offering of units.

Item 5 Full Description of Material Change

Solution Financial Inc. (TSXV: SFI) (the " Company ") announced that it has filed a preliminary short form prospectus dated March 10, 2021 (the " Prospectus ") in connection with an offering of a minimum of 7,500,000 units of the Company (each a " Unit ") and a maximum of 25,000,000 Units at a price of C$0.40 per Unit (the " Offering Price ") for minimum gross proceeds of C$3,000,000 and maximum gross proceeds of C$10,000,000 (the " Offering "). The Company has engaged iA Private Wealth Inc. (the " Agent ") to sell the Units on a commercially reasonable best efforts agency basis.

Each Unit will comprise of one common share of the Company (each a " Share ") and one-half of one Share purchase warrant (each whole Share purchase warrant, a " Warrant "). Each Warrant will entitle the holder to acquire one Share at an exercise price of C$0.50 per Share. The Warrants will be exercisable for a period of 12 months following the closing of the Offering (the " Closing ").

In addition, the Company has agreed to grant to the Agent an over-allotment option (the " Over-Allotment Option ") exercisable, in whole or in part, in the sole discretion of the Agent to arrange for purchase up to an additional 3,750,000 Units at the Offering Price for a period of up to 30 days after the Closing for potential additional gross proceeds to the Company of up to approximately C$1,500,000.

The Company intends to use the proceeds of the Offering for operating lease capital to support existing and new dealership leasing opportunities in Western Canada and Ontario.

The Agent shall receive, upon Closing, (i) a cash commission equal to 8.0% of the aggregate gross proceeds received from the sale of the Units, subject to a reduced cash commission equal to 1.0% in respect of any sales of Units to purchasers on a president's list provided by the Company to the Agent and (ii) warrants (the " Agent's Warrants ") equal to 6.0% of the Units sold in the Offering (including the Over-Allotment Option). Each Agent's Warrant will entitle the holder thereof to acquire one Share for an exercise price of

C$0.40 per Share for a period of 12 months following Closing. The Company has also agreed to pay the Agent a cash work fee of $40,000.

Closing of the Offering is subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange, and is anticipated to be on or about March 30, 2021.

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 16[th] day of March, 2021.

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