Thoughtful Brands Inc. — Share Issue/Capital Change 2021

Apr 16, 2021

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

April 12, 2021

Item 3 News Release

The Company issued a news release on April 12, 2021 relating to the material change, which was disseminated through Accesswire and subsequently filed on SEDAR.

Item 4 Summary of Material Change

The Issuer announced that it intends to consolidate its issued and outstanding common shares (“ Shares ”) at a ratio of ten (10) pre-consolidated Shares to one (1) post-consolidation Share (the " Consolidation ").

The Issuer currently has 389,274,701 Shares issued and outstanding. Following the Consolidation there will be approximately 38,927,470 Shares issued and outstanding. No fractional Shares will be issued and any fractions of a Share will be rounded down to the nearest whole number of Shares. The exercise or conversion price and the number of Shares issuable under any of the Company’s outstanding convertible securities will be proportionately adjusted upon Consolidation.

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

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: (236) 521-0626

Item 9 Date of Report April 16, 2021

CSE: TBI FWB: 1WZ1 OTCQB: PEMTF

==> picture [136 x 65] intentionally omitted <==

THOUGHTFUL BRANDS ANNOUNCES 10:1 SHARE CONSOLIDATION

VANCOUVER, BRITISH COLUMBIA, CANADA (April 12, 2021) – Thoughtful Brands, Inc. (CSE :TBI FWB : 1WZ1; OTCQB: PEMTF ) (the “ Company ” or “ Thoughtful Brands ”), an eCommerce technology company that researches, develops, markets, and distributes natural health products through various brands in North America and Europe, announces that it intends to consolidate its issued and outstanding common shares (“ Shares ”) at a ratio of ten (10) pre-consolidated Shares to one (1) post-consolidation Share (the " Consolidation ").

The Company currently has 389,274,701 Shares issued and outstanding. Following the Consolidation there will be approximately 38,927,470 Shares issued and outstanding. No fractional Shares will be issued and any fractions of a Share will be rounded down to the nearest whole number of Shares. The exercise or conversion price and the number of Shares issuable under any of the Company’s outstanding convertible securities will be proportionately adjusted upon Consolidation.

In accordance with the Company's Articles, the Consolidation will not require the approval of the shareholders.

The Consolidation is subject to the acceptance of the Canadian Securities Exchange.

About Thoughtful Brands Inc.

Thoughtful Brands Inc. is an eCommerce technology company that researches, develops, markets and distributes natural health products through various brands in North America and Europe.

ON BEHALF OF THE BOARD OF DIRECTORS

THOUGHTFUL BRANDS INC.

Ryan Hoggan

For further information readers are encouraged to contact Joel Shacker, President at +1604-423-4733.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management.

Cautionary Note Regarding Forward-Looking Statements

All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to the Company within the meaning of applicable securities laws, including with respect to its plans to consolidate its issued and outstanding common shares at a ratio of ten (10) pre-consolidated shares to one (1) postconsolidation share. The Company provides forward-looking statements for the purpose of conveying information about

current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited those identified and reported in the Company’s public filings under the Company’s SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.