Solvbl Solutions Inc. — Regulatory Filings 2021

Feb 18, 2021

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Section 4.9 of National Instrument 51-102 – Continuous Disclosure Obligations

Item 1 Names of the parties to the transaction

Solvbl Solutions Inc. (“ SoLVBL ” or the “ Company ”) Agile Blockchain Corp. (“ Agile ”)

Item 2 Description of the transaction

On February 10, 2021, SoLVBL (formerly Stowe One Investment Corp.) completed its previouslyannounced business combination with Agile, which resulted in the reverse take-over of SoLVBL by Agile (the “ Transaction ”). The Transaction was structured as a “three-cornered” statutory amalgamation of Agile and a wholly-owned subsidiary of the Company, which resulted in the Company acquiring all of the securities of Agile. Immediately prior to the completion of the Transaction, Stowe One Investment Corp. (now SoLVBL): (a) filed articles of amendment to change its name from “Stowe One Investment Corp.” to “Solvbl Solutions Inc.”; and (b) consolidated its share capital on the basis of one postconsolidation common share for each 2.1428571 pre-consolidation common shares. As part of the Transaction, the Company effected a change to its management and board of directors.

On February 9, 2021, the Company received conditional approval from the Canadian Stock Exchange (“ CSE ”) to list its common shares on the CSE. Listing remains subject to SoLVBL fulfilling customary CSE requirements. Trading in the Company’s common shares is expected to commence under the ticker symbol “SOLV” on or about February 23, 2021 following the issuance by the CSE of its final bulletin in respect of the listing.

For additional information regarding the Transaction, please see the Company’s non-offering final prospectus dated February 10, 2021, a copy of which is available on the Company’s SEDAR profile at www.sedar.com.

For the jurisdictions where the Company is a reporting issuer, the Transaction constitutes a reverse takeover pursuant to Canadian securities legislation (as defined in National Instrument 51-102 – Continuous Disclosure Obligations ). Agile was the reverse takeover acquirer.

Item 3 Effective date of the transaction

February 10, 2021

Item 4 The name of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity

N/A

Item 5 Date of the reporting issuer’s first financial year-end after the transaction December 31, 2021

Item 6 Periods, including comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer’s first financial year after the transaction

The Company will be required to file:

• (a) audited annual financial statements of Agile for the year-ended December 31, 2020;

• (b) interim unaudited financial statements of SoLVBL for the three months ended March 31, 2021;

• (c) interim unaudited financial statements of SoLVBL for the six months ended June 30, 2021;

• (d) interim unaudited financial statements of SoLVBL for the nine months ended September 30, 2021; and

• (e) audited annual financial statements of SoLVBL for the year-ended December 31, 2021.

Item 7 Documents filed in respect of the transaction

The following documents describing the Transaction and related matters were filed under the Company profile on SEDAR:

• (a) amalgamation agreement dated December 21, 2018 between the Company, Agile and 1191212 BC Ltd. (the “ Amalgamation Agreement ”);

• (b) news release dated February 20, 2019 announcing the entering into of the Amalgamation Agreement;

• (c) preliminary long form non-offering prospectus dated August 14, 2020;

• (d) amended and restated Amalgamation Agreement dated August 14, 2020 between the Company, Agile and 1191212 BC Ltd.;

• (e) amended and restated preliminary prospectus dated November 13, 2020;

• (f) notice of articles dated February 10, 2021 reflecting the Company’s name change to “Solvbl Solutions Inc.”;

• (g) notice of articles dated February 10, 2021 reflecting the Company’s new board of directors;

• (h) the Prospectus;

• (i) news release dated February 17, 2021 announcing the closing of the Transaction and filing of the Prospectus; and

• (j) material change report dated February 17, 2021.

DATED February 17, 2021