Tribe Property Technologies — Capital/Financing Update 2025

Jul 17, 2025

TRIBE PROPERTY TECHNOLOGIES INC.
FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1 NAME AND ADDRESS
Tribe Property Technologies Inc. (the "Company")
Suite 1606, 1166 Alberni Street
Vancouver, BC V6E 3Z3

ITEM 2 DATE OF MATERIAL CHANGE
July 7, 2025

ITEM 3 NEWS RELEASE
A news release announcing the material change described herein was disseminated on July 7, 2025 through the services of Cision and was subsequently filed on the System for Electronic Document Analysis and Retrieval + ("SEDAR+") at www.sedarplus.ca.

ITEM 4 SUMMARY OF MATERIAL CHANGE
On July 7, 2025, the Company closed its previously announced best efforts public offering (the "Offering") of units of the Company (the "Units"), pursuant to which the Company issued a total of 12,777,777 Units, including the full exercise of the over-allotment option, at an issue price of $0.45 per Unit (the "Offering Price") for aggregate gross proceeds of approximately $5,750,000.

ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE
On July 7, 2025, the Company closed its previously announced Offering of 12,777,777 Units, including the full exercise of the over-allotment option, at the Offering Price for aggregate gross proceeds of approximately $5,750,000.

Each Unit is comprised of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share for a period of 36 months from the date of closing at an exercise price of $0.60 per Common Share, subject to adjustment in certain events.

The Offering was completed on a "best efforts" agency basis pursuant to the terms and conditions of an agency agreement dated June 30, 2025 as among the Company and a syndicate of agents led by Raymond James Ltd. (the "Lead Agent") and including Canaccord Genuity Corp., Ventum Financial Corp. and Stifel Nicolaus Canada Inc. (collectively with the Lead Agent, the "Agents"). The Company paid to the Agents a cash fee of 7% of the aggregate gross proceeds of the Offering, other than in respect of the purchasers on the president's list, for which a cash fee of 2% was paid. The Company also issued to the Agents that number of non-transferable warrants (each, an "Agent Warrant") equal to 7% of the number of

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Units sold in the Offering, other than in respect of the purchasers on the president's list, for which the number of Agent Warrants issued was reduced to 2% of the number of Units sold. Each Agent Warrant entitles the holder thereof to purchase one Common Share for a period of 36 months from the date of closing at an exercise price of $0.45 per Common Share, subject to adjustment in certain events.

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

The Units were offered in all provinces of Canada (except Québec) by way of a prospectus supplement dated June 30, 2025 (the "Prospectus Supplement") to the Company's (final) short form base prospectus dated June 24, 2025 (the "Base Shelf Prospectus"), and outside of Canada on a private placement or equivalent basis. The Base Shelf Prospectus and Prospectus Supplement are accessible through SEDAR+ at www.sedarplus.ca.

Related Party Participation

Joseph Nakhla and Angelo Bartolini are directors and/or senior officers of the Company (collectively, the "Related Parties" and each, a "Related Party") and participated in the Offering (the "Related Party Participation"). The Related Party Participation constitutes a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The following information is provided in accordance with section 5.2(1) of MI 61-101.

(a) a description of the transaction and its material terms

See Item 5 above.

(b) the purpose and business reasons for the transaction

See Item 5 above.

(c) the anticipated effect of the transaction on the issuer's business and affairs

See Item 5 above.

(d) a description of

(i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties, and

(ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person referred to in subparagraph (i) for which there would be a material change in that percentage

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Name	Number of Units	Proceeds (C$)	Number of Securities Held Prior to Closing of the Offering	Percentage of Issued and Outstanding Prior to Closing of the Offering^{(1)(2)}	Number of Securities Held Post-Closing of the Offering	Percentage of Issued and Outstanding Post-Closing of the Offering^{(3)(4)}
Joseph Nakhla	27,272	$12,272.40	2,427,387 (undiluted)	6.52% (undiluted)	2,454,659 (undiluted)	4.91% (undiluted)
			2,796,415 (diluted)	6.98% (diluted)	2,823,687^{(5)} (diluted)	5.34% (diluted)
Angelo Bartolini	27,272	$12,272.40	131,512 (undiluted)	0.35% (undiluted)	158,784 (undiluted)	0.32% (undiluted)
			694,012 (diluted)	1.83% (diluted)	734,920^{(6)} (diluted)	1.45% (diluted)

Notes:
(1) Based on 37,242,693 Common Shares issued and outstanding.
(2) Assumes all convertible securities held by the relevant individual prior to closing of the Offering, and only those convertible securities, are exercised.
(3) Based on 50,020,740 Common Shares issued and outstanding.
(4) Assumes all convertible securities held by the relevant individual post-closing of the Offering, and only those convertible securities, are exercised.
(5) Comprised of 2,454,659 Common Shares, 149,028 Warrants and 220,000 Options.
(6) Comprised of 158,784 Common Shares, 76,136 Warrants and 500,000 Options.

(e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee

The Offering Price was determined by arm's length negotiation between the Company and the Lead Agent, with reference to the prevailing market price of the Common Shares of the Company at the time. A resolution of the board of directors of the Company was passed in accordance with the Business Corporations Act (Ontario) approving the Offering. No special committee was established in connection with the Offering and no materially contrary view was expressed by a director of the Company.

(f) a summary, in accordance with section 6.5, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction

Not applicable.

(g) disclosure, in accordance with section 6.8, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction:

(i) that has been made in the 24 months before the date of the material change report, and

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(ii) the existence of which is known, after reasonable inquiry, to the issuer or to any director or senior officer of the issuer

Not applicable.

(h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction

Each of the Related Parties participated in the Offering in the same form and on the same terms as the other participants under the Offering.

(i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7, respectively, and the facts supporting reliance on the exemptions

Pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from obtaining a formal valuation and minority approval of the Company's shareholders in respect of the Related Party Participation due the fair market value of the Related Party Participation being below 25% of the Company's market capitalization for the purposes of MI 61-101.

This material change report, including the details with respect to the Related Party Participation, has been filed less than 21 days prior to the closing of the Private Placement, which is consistent with market practice and the Company deems reasonable in the circumstances.

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

Joseph Nakhla
Chief Executive Officer
604-723-3005

ITEM 9 DATE OF REPORT

July 17, 2025

Cautionary Statement on Forward-Looking Information

This material change report contains forward-looking information within the meaning of applicable Canadian securities laws regarding the Company and its business. When or if used in this material change report, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", "schedule" and similar words or expressions identify forward-looking

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information. Forward-looking information in this material change report may relate to statements with respect to the use of proceeds of the Offering and future plans of the Company. Such information represents the Company's current views with respect to future events and is necessarily based upon several assumptions and estimates that, while considered reasonable by the Company, is inherently subject to significant business, economic, competitive, political, and social risks, contingencies, and uncertainties. Many factors, both known and unknown, could cause results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking information. The Company does not intend, and does not assume any obligation, to update forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules, and regulations.