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Thoughtful Brands Inc. Board/Management Information 2021

Jul 13, 2021

47522_rns_2021-07-13_f4df40e8-011b-4c45-90ae-9b469a9af39a.pdf

Board/Management Information

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FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1

Name and Address

Thoughtful Brands Inc. (the “ Company ”) Suite 800 - 1199 West Hastings Street Vancouver, British Columbia V6E 3T5

Item 2 Date of Material Change

June 23, 2021

Item 3 News Release

The Company issued a news release on June 23, 2021 relating to the material change, which was disseminated through Stockwatch, Baystreet and subsequently filed on SEDAR.

Item 4 Summary of Material Change

On June 23, 2021, the Company announced that Mr. Bradley Charles Smith and Mr. Clifford Starke have resigned from the board of directors of the Company effective immediately.

Item 5 Full Description of Material Change

See attached news release.

  • Item 6 Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable. This report is not being filed on a confidential basis.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer The following executive officer of the Company is knowledgeable about the material change and this report:

Ryan Hoggan, Chief Executive Officer

Telephone: (604) 423-4733

Item 9 Date of Report

July 13, 2021

CSE: TBI OTCQB: PEMTF FWB: 1WZ1

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THOUGHTFUL BRANDS ANNOUNCES RESIGNATION OF DIRECTORS

Vancouver, British Columbia – June 23, 2021 – Thoughtful Brands Inc. (the “ Company ”) announces that Mr. Bradley Charles Smith and Mr. Clifford Starke have resigned from the board of directors of the Company effective immediately. The Company would like to thank Mr. Smith and Mr. Starke for their efforts and wishes them success in their future endeavours.

About Thoughtful Brands Inc.

Thoughtful Brands Inc. is an eCommerce direct-to-consumer CBD and natural health products company that researches, develops, markets and distributes products in North America.

ON BEHALF OF THE BOARD of DIRECTORS

Thoughtful Brands Inc.

Ryan Hoggan Chief Executive Officer

FOR MORE INFORMATION, PLEASE CONTACT:

Joel Shacker, President at 604-423-4733 or by email at [email protected]

The CSE does not accept responsibility for the adequacy or accuracy of this release.

Cautionary Statement

This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements”). The use of any of the word “will” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such forward-looking statements should not be unduly relied upon. Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. The Company believes the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. The Company does not undertake to update these forward-looking statements, except as required by law.