Tribe Property Technologies — Capital/Financing Update 2025

Jun 26, 2025

RAYMOND JAMES

INDICATIVE TERMS & CONDITIONS

TRIBE PROPERTY TECHNOLOGIES INC.

BEST EFFORTS PUBLIC OFFERING OF UNITS
JUNE 26, 2025

A BASE SHELF PROSPECTUS DATED JUNE 24, 2025 (THE "BASE SHELF PROSPECTUS") CONTAINING IMPORTANT INFORMATION RELATING TO THE SECURITIES DESCRIBED IN THIS DOCUMENT HAS BEEN FILED WITH THE SECURITIES REGULATORY AUTHORITIES IN EACH OF THE PROVINCES OF CANADA (OTHER THAN THE PROVINCE OF QUEBEC). A COPY OF THE BASE SHELF PROSPECTUS, ANY AMENDMENT TO THE BASE SHELF PROSPECTUS AND ANY APPLICABLE SHELF PROSPECTUS SUPPLEMENT THAT HAS BEEN FILED, IS REQUIRED TO BE DELIVERED WITH THIS DOCUMENT.

THE BASE SHELF PROSPECTUS, ANY APPLICABLE SHELF PROSPECTUS SUPPLEMENT AND ANY AMENDMENT TO THE DOCUMENTS ARE ACCESSIBLE THROUGH SEDAR+ AT WWW.SEDARPLUS.CA. YOU MAY ALSO OBTAIN COPIES OF THE APPLICABLE OFFERING DOCUMENTS FROM: RAYMOND JAMES LTD., SCOTIA PLAZA, 40 KING ST. W., 54TH FLOOR, TORONTO, ONTARIO M5H 3Y2, CANADA, OR BY TELEPHONE AT 416-777-7000 OR BY EMAIL AT ECM-SYNDICATION@RAYMONDJAMES.CA. THIS DOCUMENT DOES NOT PROVIDE FULL DISCLOSURE OF ALL MATERIAL FACTS RELATING TO THE SECURITIES OFFERED.

INVESTORS SHOULD READ THE BASE SHELF PROSPECTUS, ANY AMENDMENT THERETO AND ANY APPLICABLE SHELF PROSPECTUS SUPPLEMENT FOR DISCLOSURE OF THOSE FACTS, ESPECIALLY RISK FACTORS RELATING TO THE SECURITIES OFFERED, BEFORE MAKING AN INVESTMENT DECISION.

ALL AMOUNTS IN C$ UNLESS OTHERWISE STATED.

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Issuer: Tribe Property Technologies Inc. (the "Company").

Offering Price: $0.45 per Unit (the "Offering Price").

Offering Amount: up to $5,000,000.

Offering:
Units of the Company (the "Units"), each Unit to be comprised of one common share of the Company (each, a "Common Share") and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a "Warrant").

Warrants:
Each Warrant shall entitle the holder thereof to purchase one Common Share for a period of 36 months from Closing (as defined herein) at an exercise price of $0.60 per Common Share, subject to adjustment in certain events.

Agent's Option:
The Company grants to the Agents an option, for a period up to 30 days on or following the Closing Date, to sell that number of additional Units at the Offering Price up to 15% of the aggregate number of Units sold pursuant to the Offering, to cover over-allotments, if any.

Use of Proceeds:
The net proceeds of the Offering shall be used by the Company for growth initiatives including technology investments and future potential acquisitions, working capital, and for repayments of vendor take-backs.

Form of Offering:
Best efforts public offering by way of a prospectus supplement (the "Prospectus Supplement") to the Company's (final) short form base prospectus dated June 24, 2025 filed in all provinces of Canada, except Quebec, and in such other jurisdictions that are mutually agreed to by the Company and the Agents, each acting reasonably, and in accordance will all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdictions.

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RAYMOND JAMES

Listing:

The Common Shares are listed on the TSX Venture Exchange (the "TSX-V") under the symbol "TRBE". The Company shall obtain the necessary approvals to list the Common Shares and the Common Shares underlying the Warrants and the Compensation Warrants for trading on the TSX-V on the Closing Date, which listing shall be a condition of Closing. The Company will use its commercially reasonable efforts to list the Warrants underlying the Units pursuant to the Offering. For greater certainty, the Compensation Warrants will be non-transferrable and shall not be listed.

Eligibility:

The Units will be eligible for investment under certain statutes as well as for RRSPs, RRIFs, RESPs, TFSAs and DPSPs.

Lead Agent & Sole Bookrunner:

Raymond James Ltd.

Commission:

7.0% of the gross proceeds from the sale of such Units, including any Units sold pursuant to the Agents' Option, shall be payable on the Closing Date (the "Cash Fee"), other than in respect of the President's List (as defined below).

In addition to the Cash Fee, the Company will issue to RJL that number of compensation warrants (each a "Compensation Warrant") equal to 7.0% of the Units sold in the Offering, including Units sold pursuant to the Agents' Option, other than in respect of the President's List. Each Compensation Warrant shall entitle the holder to acquire one Common Share of the Company at a price of $0.45 per Common Share for a period of time of 36 months from Closing.

President's List

The Company shall have the right to include a list of subscribers to purchase up $500,000 (the "President's List"). All Units sold to purchasers under the President's List will be subject to a reduced Agents' fee of 2% and that number of Compensation Warrants equal to 2% of the number of Units sold to purchasers under the President's List.

Closing Date:

On or about July 7, 2025 (the "Closing Date").