Vitalist — M&A Activity 2026

Mar 31, 2026

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Vitalist Inc. ("Vitalist")
2100 Livingston Place, 222 3 Ave SW
Calgary, AB T2P 0B4

Item 2 Date of Material Change

March 30, 2026

Item 3 News Release

Vitalist issued a news release before the opening of the market on March 31, 2026, which was issued through Notified (GlobeNewswire) and subsequently filed under Vitalist’s profile on SEDAR+ at www.sedarplus.ca.

Item 4 Summary of Material Change

On March 30, 2026, Vitalist entered into a definitive merger agreement (the "Merger Agreement") to acquire 100% of the issued and outstanding equity securities of Somatix, Inc. ("Somatix"), a New York-based medical technology company (the "Transaction"). Pursuant to the Merger Agreement, Vitalist expects to issue approximately 15,581,858 common shares at a deemed issue price (the "Deemed Issue Price") of CA$0.79 per share, representing an aggregate deemed consideration of approximately CA$12.31 million. The Deemed Issue Price represents the 90-day volume-weighted average price ("VWAP") of the Company's common shares for the period ending March 30, 2026.

Item 5.1 Full Description of Material Change

Overview

On March 30, 2026, the Company entered into the Merger Agreement to acquire Somatix. The Transaction is being completed by way of a reverse triangular merger under the Delaware General Corporation Law. Vitalist’s wholly owned subsidiary, Vitalist US, Inc., will merge with and into Somatix, with Somatix continuing as the surviving corporation and a wholly owned subsidiary of Vitalist.

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Consideration

As consideration for the Transaction, Vitalist expects to issue an aggregate of approximately 15,581,858 common shares (the "Consideration Shares") to the stockholders of Somatix. The Consideration Shares are issued at a Deemed Issue Price of CA$0.79 per share, representing the 90-day VWAP of the Company's common shares on the TSX Venture Exchange for the period ending March 30, 2026. This equates to an aggregate deemed consideration value of approximately CA$12.31 million.

Ownership and Control

The Merger Consideration is structured to result in the Somatix stockholders holding 20% of the issued and outstanding common shares of Vitalist on a fully diluted basis (as defined in the Merger Agreement) immediately following the Closing. On a non-diluted basis, the Target Stockholders will hold approximately 23.4% of Vitalist's issued and outstanding common shares. The Company expects that no new "Control Person" (as defined in the policies of the Exchange) will be created as a result of the Transaction.

Adjustments and Escrow

The Transaction includes a net capital adjustment mechanism based on Somatix's closing net capital relative to a target of US$3,500,000. Any deficiency exceeding a US$200,000 variance may result in a reduction of Consideration Shares calculated using the Deemed Issue Price.

A total of 12.5% of the Consideration Shares will be deposited into escrow for a period of 18 months following Closing. Additionally, certain significant persons of Somatix will enter into lock-up agreements restricting the resale of their shares for up to 24 months.

Board and Management

Upon Closing, Dr. Charles Herman will be appointed as Chief Science Officer of Vitalist, and Nick Padula will join as Chief Revenue Officer of Vitalist.

Board Nomination and Governance Rights

Pursuant to the terms of the Merger Agreement, the former stockholders of Somatix (the "Target Stockholders") have been granted the right to designate one individual for appointment to Vitalist's Board of Directors (the "Target Director"). Additionally, Vitalist has agreed to nominate two individuals

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designated by the Target Stockholders for election at the Company's next annual meeting of shareholders, one of whom shall be the Target Director. As of the date of the Merger Agreement, Somatix has not yet designated the Target Director.

Funding Commitment

For a period of twelve (12) months following the Closing, Vitalist has committed to allocate not less than US$1.5 million toward the continued development and operation of the medical sector platform acquired through the Transaction.

Finder's Fees

In connection with the Transaction, Kingswood Capital Partners, LLC, which acted as financial advisor to Somatix, will receive a fee consisting of US$100,000 in cash and Vitalist common shares equivalent to a value of US$50,000, conditional upon the Closing. No other fees related to the Transaction are contingent upon Closing.

Item 5.2 Disclosure of Restructuring Transactions

Not applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102 Continuous Disclosure Obligations

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

For further information, please contact:

Kalvie Legat, Chief Executive Officer

Telephone: +1 (403) 560-9635

Item 9 Date of Report

March 31, 2026.

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Advisories

Forward-Looking Statements and Information

This material change report contains “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws (collectively, “forward-looking statements”). In some cases, forward-looking statements are identifiable by the terminology used, such as “will”, “expect”, “believe”, “estimate”, “should”, “anticipate”, “potential”, “opportunity”, or other similar wording. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements in this material change report include, among other things, references, expressed or implied, to: the completion of the proposed acquisition of Somatix; the anticipated structure of the Transaction; the appointment of executive officers; the potential to expand the market for Vitalist and VitalOS™ into medical channels; the calculation of the Deemed Issue Price based on the 90-day VWAP; and the expected benefits, synergies, and acceleration of commercialization resulting from the Transaction.

Forward-looking statements are subject to known and unknown risks and uncertainties and other factors, some beyond the control of Vitalist, which could cause actual events, results, expectations, achievements or performance to differ materially. The risks and uncertainties related to the Transaction include, but are not limited to: the risk that the Transaction may not close on the terms planned or at all; the failure to obtain TSX Venture Exchange approval; the inability of the Company to successfully integrate Somatix’s technology; and other risks affecting Vitalist, including those described in Vitalist’s most recent management discussion & analysis filed on SEDAR+. The foregoing list of risks and uncertainties is not exhaustive.

In addition, forward-looking statements are based upon, among other things, factors, expectations and assumptions that Vitalist has made as at the date of this material change report regarding, among other things: the stability of the 90-day VWAP calculation; the ability to retain key Somatix personnel; assumptions regarding past and future business strategies; local and global economic conditions; and the environment in which Vitalist operates.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future

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results. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date made. The forward-looking statements contained in this material change report represents Vitalist's expectations as of the date of this material change report (or as the date they are otherwise stated to be made) and are subject to change after such date. However, Vitalist disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada. All of the forward-looking information contained in this material change report is expressly qualified by the foregoing cautionary statements.