Vertiqal Studios Corp. — Capital/Financing Update 2020

Oct 22, 2020

ATW TECH INC. MATERIAL CHANGE REPORT FORM 51-102F3

Item 1. Name and Address ATW Tech Inc. (the “ Company ” or “ ATW Tech ”) 1050 de la Montagne, Suite 400 Montreal, Quebec H3G 1Y8 Item 2. Date of Material Change September 30, 2020. Item 3. News Release A press release was issued through GlobeNewswire in English and French by ATW Tech on October 1, 2020 and may be reviewed under the Company’s SEDAR profile at www.sedar.com. Item 4. Summary of Material Change ATW Tech announced a private placement of common shares valued at 1.5 million CAD and a letter of intent for the concurrent acquisition of Semeon Analytics Inc. (" Semeon "), an artificial intelligence company. Item 5. Full Description of Material Change Private Placement

ATW Tech announced a private placement of common shares valued at 1.5 million CAD and a letter of intent for the concurrent acquisition of Semeon Analytics Inc. (" Semeon "), an artificial intelligence company.

ATW Tech signed a letter of intent for a $1,500,000 private placement through the issuance of 30,000,000 common shares of the Company (the " Shares ") at a price of $0.05 per Share (the " Private Placement "). This Private Placement replaces the private placement that was announced by the Company on February 12, 2020. The Private Placement is expected to close on or around October 23, 2020.

The proceeds of the Private Placement will be used by ATW Tech, for its own benefit and that of its subsidiaries, to integrate into its structure Semeon, a company to be acquired in connection with the acquisition contemplated below; to pay for the costs of the Semeon acquisition; to develop ATW Tech's and Semeon's products; and to commercialize Semeon's and ATW Tech's products.

The Shares issued under the Private Placement will be subject to a four-month restricted trading period in accordance with applicable securities legislation. In addition, the Private Placement is subject to the approval of the TSX Venture Exchange.

Acquisition of Semeon Analytics Inc.

The Company also announces the signing of a letter of intent to acquire all of the outstanding shares of Semeon for an aggregate purchase price of $2,880,000 (the " Transaction "). Subject to some adjustments, this price will be payable by the issuance to the vendors of 57,600,000 Shares (the " Purchase Price "). The Purchase Price may

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be adjusted with the issuance of a maximum of 1,500,000 additional Shares, for an additional consideration of $75,000 (the " Adjustment "), following the due diligence review of the Company and to the extent that Semeon will have paid all of its debts prior to the closing of the Transaction. The Transaction is expected to close on or around October 23, 2020.

Incorporated since May 1, 2020, the company, now known as Semeon Analytics Inc., was created to acquire the intellectual property, employees and other assets of a highpotential technology company and to continue its activities. Following the acquisition, Semeon became the exclusive owner of all rights related to the development and exploitation of a unique technology combining semantics, artificial intelligence and machine learning. The assets that were purchased generated revenues of $334,160 in 2019. As at August 31, 2020, according to its own unaudited financial statements, Semeon recorded assets of $889,217 and liabilities of $1,050,528, the latter of which must be fully repaid before the closing, so that Semeon will be acquired free of any debt. In addition, for the period from May 4, 2020 to August 31, 2020, Semeon recorded net proceeds of $5,000.

As Mr. Louis Lessard, a director of the Company, is also a shareholder of Semeon, the latter is considered to be a "related party" to ATW Tech within the meaning of Regulation 61-101 Respecting Protection of Minority Security Holders in Special Transactions (Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ) (“ Regulation 61 -101 ”). The Transaction constitutes a “related party transaction” within the meaning of Regulation 61-101. The Transaction is exempt from the formal valuation and minority approval requirements of Regulation 61-101, as neither the fair market value of the Transaction nor the consideration for the Transaction regarding Mr. Lessard exceed 25% of the market capitalization of the Company. The Transaction will, however, require the approval of a majority of the Company's shareholders pursuant to the policies of the TSX Venture Exchange. As part of the Transaction, Mr. Lessard will receive, with the Adjustment, through a holding corporation, around 16,054,000 Shares and, following closing, will be the ultimate shareholder of 8.4% of the outstanding Shares of the Company. In addition, the Transaction has been approved by the independent directors of the Company. The investors are not related to or acting in concert with the vendors of Semeon (the " Vendors ") and the Company. The Vendors deal at arm's length with the Corporation, with the exception of Mr. Lessard. In addition, the Vendors are not acting in concert with each other. Furthermore, one of the investors in the Private Placement will have the right to appoint a director for ATW Tech.

For its services provided in connection with the Private Placement, Services Conseils Optimista Inc. (" Optimista ") will receive 2,400,000 Shares and $60,000 as a finder's fee for services rendered in connection with the Transaction. For services rendered to the Company in connection with the Private Placement, Optimista will receive $60,000. Optimista deals at arm's length with ATW Tech, the Vendors, Semeon and the Private Placement investors.

The Transaction is subject to the approval of the TSX Venture Exchange.

Item 6. Reliance on subsections 7.1 (2) and (3) of National Instrument 51-102

Not applicable.

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Item 7. Omitted Information No material information has been omitted in respect of this material change.

Item 8. Executive Officer Inquiries in respect of this material change may be made to: Michel Guay Founder, President & CEO 844.298.5932 ext. 301 mquay@atwtech.com Item 9. Date of Report October 22, 2020.

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