SuperBuzz Inc. — Capital/Financing Update 2026

Apr 17, 2026

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

SuperBuzz Inc. (the “Company”)
151 Randall Street, Unit 201
Oakville, ON L6J 1P5

Item 2: Date of Material Change

April 2, 2026.

Item 3: News Release

A news release announcing the material change was issued by the Company through Newsfile on April 7, 2026, and subsequently filed on the Company’s SEDAR+ profile at www.sedarplus.ca.

Item 4: Summary of Material Change

The Company completed the closing of the second tranche of its previously announced non-brokered private placement of convertible debenture units for gross proceeds of approximately C$400,000.

Item 5.1: Full Description of Material Change

On April 7, 2026, the Company announced the closing of the second tranche of its previously announced non-brokered private placement of convertible debenture units (the “Offering”) effective April 2, 2026 (the “Closing Date”). Pursuant to this tranche, the Company issued an aggregate of 400 convertible debenture units (each, a “Convertible Debenture Unit”) at a price of C$1,000 per Convertible Debenture Unit, for gross proceeds of approximately C$400,000.

Each Convertible Debenture Unit is comprised of one C$1,000 principal amount unsecured convertible debenture of the Company (a “Convertible Debenture”); and 4,166 common share purchase warrants of the Company (each, a “Warrant”).

Each Convertible Debenture bears interest at a rate of 12.5% per annum from the Closing Date, accruing semi-annually, and has a maturity date that is 36 months from the Closing Date. The outstanding principal amount of each Convertible Debenture is convertible, at the option of the holder, at any time on and after the Closing Date and prior to maturity, into common shares of the Company at a conversion price of C$0.12 per common share, subject to adjustment in accordance with the terms of the Convertible Debenture.

At maturity, all principal amounts outstanding together with any unpaid accrued interest will be repaid by the Company in cash, unless earlier converted. Beginning on the date that is four months and one day following the Closing Date, the Company may prepay or redeem all or a portion of the principal amount of the Convertible Debentures at par plus accrued and unpaid interest, subject to notice requirements. In addition, the Company may force the conversion of the principal amount of the Convertible Debentures at the conversion price following the first anniversary of the Closing Date if the volume weighted average trading price of the Company’s common shares on the TSX Venture Exchange exceeds C$0.35 for ten consecutive trading days.

Each Warrant entitles the holder to purchase one common share of the Company at an exercise price of C$0.18 per share for a period of 36 months from the Closing Date.

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All securities issued pursuant to this tranche of the Offering, including any common shares issuable upon conversion of the Convertible Debentures or exercise of the Warrants, are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws and the policies of the TSX Venture Exchange.

The net proceeds of this tranche of the Offering will be used for general working capital and corporate purposes.

In connection with this tranche of the Offering, the Company paid finder’s fees consisting of an aggregate cash fee of $8,700 and issued an aggregate of 72,500 non-transferable broker warrants to Ventum Financial Corp. Each broker warrant is exercisable to acquire one common share of the Company at an exercise price of C$0.18 per share for a period of three years from the date of issuance, in accordance with the policies of the TSX Venture Exchange.

In addition, certain insiders of the Company participated in this tranche of the Offering and subscribed for a portion of the Convertible Debenture Units issued. Such participation constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) thereof.

This tranche of the Offering remains subject to final acceptance of the TSX Venture Exchange.

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

Liran Brenner
Chief Executive Officer
Tel: +972 548167755
Email: liran@superbuzz.io

Item 9: Date of Report

April 17, 2026.