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SPARC AI INC. Capital/Financing Update 2021

Mar 31, 2021

47908_rns_2021-03-31_f06a88ea-f265-4be4-843d-8b2bcb2c914c.pdf

Capital/Financing Update

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Form 51-102F3 Material Change Report

PART 2 CONTENT OF MATERIAL CHANGE REPORT Item 1 Name and Address of Company EYEFI Group Technologies Inc. Building 17, 71 Victoria Crescent Abbotsford, Victoria 3067 Australia Item 2 D ate of Material Change March 31, 2021 Item 3 News Release March 31, 2021 Filed on the Canadian Securities Exchange (“CSE”) website, Sedar, Stockwatch and the Newswire.

The news release is attached to this report.

Item 4 Summary of Material Change Item 5 Full Description of Material Change

Closing a private placement offering of $2,200,000

The Company announced it had closed a private placement offering of Canadian $2,200,000 and issued 4,220,000 units of the Company (“Units”). Each Unit is composed of one common share (“Share”) and one Share purchase warrant to purchase one additional Share (a “Warrant Share”) at a price of $0.75 per Warrant Share for a one - year term from today’s date. The Warrants are subject to an acceleration clause: If the volume weighted average closing price of the Shares on the CSE equals or exceeds $1.00 or more for a minimum of ten consecutive trading days at any time after Closing, then the Issuer may, by providing written notice (the “Acceleration Notice”), accelerate the Expiry Date of the Warrants to that date which is 30 days from the date of providing the Acceleration Notice.

Finder’s fees and Commissions totalled $176,000.

The funds raised will be used to assist with the Company’s growth plans, including employing new sales and support staff to service the increasing demand for the Company’s product suite from resellers such as Fujitsu and Telstra, along with accelerating product development. The Company also intends to pay down its loan to strengthen its balance sheet and to provide general working capital.

The Shares and any Warrant will have a legend restricting from trading until August 1, 2021.

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Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

N/A

  • Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8 Executive Officer Ben Melin, CFO

Telephone: M: +61 413 006 090 T: +61 3 9923 1222

Email: [email protected]

I tem 9 Date of Report

March 31, 2021

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