Three Sixty Solar Ltd. — Capital/Financing Update 2024

May 3, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT UNDER NATIONAL INSTRUMENT 51-102

Item 1 Name and Address of Company Three Sixty Solar Ltd. (the "Issuer") 408 - 55 Water Street, Office 8312 Vancouver, BC V6B 1A1

Item 2 Date of Material Change April 29, 2024

Item 3 News Release The news release dated April 30, 2024 concerning the material changes described herein was disseminated through Accesswire on April 30, 2024 and subsequently filed on SEDAR+.

Item 4 Summary of Material Change The Company has closed the first tranche of a non-brokered private placement, issuing 335,000 units of the Company ("Units") at a price of $0.15 per Unit for aggregate gross proceeds of $50,250 (the "First Tranche Offering").

Item 5 Full Description of Material Change

5.1 Full Description of Material Change The Company has closed the first tranche of a non-brokered private placement, issuing 335,000 Units at a price of $0.15 per Unit for aggregate gross proceeds of $50,250. In addition to the First Tranche Closing, the Company announced the total size of the private placement, consisting of the sale of 3,333,334 Units for aggregate gross proceeds of up to approximately $500,000 (the "Offering").

Each Unit is comprised of one common share in the capital of the Company (a "Share") and one half of one Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Share (a "Warrant Share") at a price of $0.50 per Warrant Share for a period of 24 months from the date of issuance.

All securities in connection with the First Tranche Closing are subject to a statutory hold period in accordance with applicable securities legislation. The Company will use the proceeds from the sale of the Units for an investor awareness campaign, payment of outstanding liabilities and for general working capital.

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The securities issued pursuant to the First Tranche Closing have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This material change report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

All references to currency in this material change report are to Canadian currency. The Offering remains subject to final approval of the Cboe Canada Inc. stock exchange.

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.

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Item 8 Executive Officer

Brian Roth Chief Executive Officer and Director broth@threesixtysolar.com

Item 9 Date of Report

May 3, 2024

Forward-Looking Information

Certain statements included in this material change report constitute forward-looking information or statements (collectively, "forward-looking statements"), including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", "may", "should" and similar expressions to the extent they relate to the Company or its management. The forward looking statements are not historical facts but reflect current expectations regarding future results or events. This material change report contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. Any statements about Three Sixty's business plans and use of proceeds, the Company's ability to receive necessary regulatory and stock exchange approvals in connection therewith and the terms associated therewith. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including, anticipated costs, and the ability to achieve its goals.

Factors that could cause the actual results to differ materially from those in the forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, and general economic, market or business conditions, changes in legislation and regulations, increase in operating costs, equipment failures, failure of counterparties to perform their contractual obligations, litigation, the loss of key directors, employees, advisors or consultants and fees charged by service providers. Forward-looking statements contained in this material change report are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the listing of the common shares of the Company upon completion of the Offering will occur. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company's forward-looking statements.