SonicStrategy Inc. — Capital/Financing Update 2025

Jun 6, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1
Name and address of the Company
Spetz Inc. (“Spetz” or the “Company”)
40 King Street West
Suite 5800
Toronto, Ontario M5H 3S1

Item 2
Date of material change
May 28, 2025.

Item 3
News release
Spetz issued a news release with respect to the material change described below on May 28, 2025 via Accesswire.

Item 4
Summary of material change
On May 28, 2025, Spetz completed the closing of a first tranche of a non-brokered private placement by issuing 14,702,617 units of the Company at a price of $0.50 per unit, for aggregate gross proceeds to Spetz of $7,351,308.50.

Item 5
Full description of material change

5.1 Full Description of Material Change
On May 28, 2025, Spetz completed the closing of a first tranche of a non-brokered private placement (the “Private Placement”) by issuing 14,702,617 units of the Company (each a “Unit”) at a price of $0.50 per Unit, for aggregate gross proceeds to Spetz of $7,351,308.50.

Each of the Units is comprised of one common share and one-half of one common share purchase warrant (each whole warrant, a “Warrant”) of Spetz. Each whole Warrant entitles its holder thereof to acquire one additional common share of Spetz at a price of $0.75 until May 28, 2027. The net proceeds from the Private Placement will be used for general working capital purposes, validator expansion, and growth initiatives within the blockchain infrastructure sector.

In connection with the Private Placement, Spetz paid cash commissions to seven securities dealers in an aggregate amount of $322,812. In addition, Spetz granted non-transferable finders’ warrants (the “Finder's Warrants”) to seven securities dealers entitling them to acquire up to an aggregate of 733,524 additional common shares of Spetz at a price of $0.75 per share until May 28, 2027. All of the foregoing securities are subject to a hold period of four months and day expiring on September 29, 2025.

Additional closings of the Private Placement may be held until June 23, 2025, subject to the issuance of a maximum of an additional 5,297,383 Units at a price of $0.50 per Unit, for total maximum additional gross proceeds of $2,648,691.50.

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• 2 -

Related Party Transaction

Michael Kron, a director of the Company, purchased 100,000 Units at a price of $0.50 per Unit for a consideration of $50,000 (representing approximately 0.22% of the issued and outstanding common shares of the Company following the closing of the Private Placement). Immediately after the closing of the Private Placement, Mr. Kron owned, directly, 115,704 common shares of the Company, 50,000 Warrants and 10,000 stock options of the Company.

Mr. Kron is considered a “related party” and an “insider” of the Company for the purposes of applicable securities laws and stock exchange rules. The subscription and issuance of Units to Mr. Kron constitute a related party transaction, but is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as the Company’s securities are not listed on any stock exchange identified in Section 5.5(b) of MI 61-101 and that the fair market value of the Units issued to Mr. Kron under the Private Placement, does not exceed 25% of the Company’s market capitalization. The Company did not file a material change report with respect to the participation of Mr. Kron at least 21 days prior to the closing of the Private Placement as Mr. Kron’s participation was not determined at that time.

Mr. Kron, a director of the Company, has disclosed his interest to the Board of the Directors of the Company pursuant to Section 132 of the Business Corporations Act (Ontario) to the effect that he may participate in the Private Placement and subscribe to Units. The terms of the Private Placement and the agreements relating thereto were submitted to and unanimously approved by way of a written resolution adopted by all the directors of the Company other than Mr. Kron. Mr. Kron did not vote on the resolution to approve the Private Placement and the agreements relating thereto. The remaining directors determined that the Private Placement was in the best interest of the Company.

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

The executive officer who can answer questions regarding this report is Mitchell Demeter, M. Demeter, Chief Executive Officer of Spetz Inc., can be reached at 1-345-936-9555 and by email at mitchell@sonicstrategy.io.

Item 9 Date of Report

June 6, 2025.