UrtheCast Corp. — Capital/Financing Update 2020

Feb 11, 2020

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Reporting Issuer

UrtheCast Corp. (" UrtheCast " or the " Company ") 33 - 1055 Canada Place Vancouver, BC V6C 0C3

Item 2 Date of Material Change

January 31, 2020.

Item 3 News Release

A news release announcing the material change was issued on February 3, 2020 through CNW Group and a copy was filed under the Company's SEDAR profile at www.sedar.com. Further details regarding the material change are contained in the Company's news release dated February 3, 2020.

Item 4 Summary of Material Change

On January 31, 2020, UrtheCast closed a $2.0 million (US$1.55 million) financing (the “Financing”) with SMF Investments Limited (the “Lender”), consisting of an unsecured convertible debenture of the Company in the principal amount of $2,025,773 (the “Convertible Debenture”).

Item 5 Full Description of Material Change

On January 31, 2020, UrtheCast closed the Financing with the Lender. The Convertible Debenture accrues interest at a rate of 17% per annum, has a maturity date of March 31, 2020 and is convertible into common shares of the Company ("Common Shares") at the option of the Lender, at any time prior to the maturity date at a conversion price equal to $0.32 per Common Share (the “Original Conversion Price”). The Original Conversion Price is subject to adjustment in certain circumstances, including if the Company issues any Common Shares or securities convertible into Common Shares (other than pursuant to its equity incentive plan) at a lower price, in which case the conversion price shall be reduced to such lower price but not less than $0.24, subject to approval from the Toronto Stock Exchange (the “TSX”). In the event of default under the Convertible Debenture, the Lender will receive a license to certain intellectual property of the Company.

In connection with the Financing, the Company paid the Lender a 3% finance fee from the proceeds of the Financing and issued to the Lender 4,171,677 Common Share purchase warrants of the Company having an expiry date of January 27, 2025 and an exercise price of $0.48 per Common Share (the “Original Exercise Price”). The Original Exercise Price is subject to adjustment in certain circumstances, including if the Company issues any Common Shares or securities convertible into Common Shares (other than pursuant to its equity incentive plan) at a lower price, in which case the exercise price shall be reduced to such lower price but not less than $0.32, subject to approval from the TSX.

The proceeds of the Financing will be used primarily to fund upfront legal and advisory fees related to the expected financing of the UrtheDaily Constellation and debt service costs.

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

For further information, please contact Sai Chu, Chief Financial Officer, at (604) 669-1788.

Item 9 Date of Report

February 10, 2020