SpotLite360 IOT Solutions, Inc. — Capital/Financing Update 2021

Apr 29, 2021

Form 51-102F3

Material Change Report

Item 1 Name and Address of Company

1014379 B.C. LTD. (the “ Company ”) Suite 810 - 789 West Pender Street Vancouver, BC V6C 1H2

Item 2 Date of Material Change

April 20, 2021

Item 3 News Release

A news release was filed under the Company’s profile on SEDAR.

Item 4 Summary of Material Change

The Company completed non-brokered private placement.

Item 5 Full Description of Material Change

The Company closed a non-brokered private placement (the “Private Placement”) of 10,460,000 units (the “Units”) at a price of CDN$ 0.25 per Unit, for aggregate gross proceeds of CDN$ $2,615,000. Each Unit consists of one common share (a “Share”) and one share purchase warrant (a “Warrant”) of the Company. Each Warrant will entitle the holder thereof to purchase one additional Share a price of $CDN0.75 per Share for a period of two (2) years.

In connection with the Private Placement, the Company paid finder’s fees consisting of $116,100 cash commission, 332,400 Warrants (the “Brokers Warrants”) and 190,400 Shares to arm’slength finders. Each Brokers Warrant is exercisable into one Share at a price of CDN$0.75 per Share for a period of two (2) years.

All securities issued pursuant to the Private Placement are subject to a four-month plus one day hold period under applicable securities laws in Canada. The Company intends to use the net proceeds from the Private Placement for general working capital purposes.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Eugene Beukman, CEO & Director Business Telephone: 604-687-2038 Facsimile: 604-687-3141 Item 9 Date of Report

April 29, 2021