Ynvisible Interactive Inc. — Capital/Financing Update 2025

Jun 30, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Ynvisible Interactive Inc. (the “Company”)
Suite 830, 1100 Melville Street
Vancouver, BC, Canada
V6E 4A6

Item 2 Date of Material Change

June 30, 2025

Item 3 News Release

The Company disseminated a news release announcing the material change described herein through the news dissemination services of Newsfile on June 26, 2025, and a copy was subsequently filed on SEDAR.

Item 4 Summary of Material Change

The Company announced that it has now closed its non-brokered private placement financing originally announced May 16, 2025, with respect to its offering of common shares of the Company (the “Shares”, and each, a “Share”) at a price of $0.22 per Share (the “Offering”). The Shares were offered for sale in accordance with applicable regulatory requirements, including National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) to purchasers resident in Canada (except Quebec) and/or other qualifying jurisdictions, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, (the “LIFE Exemption”).

Under the Offering, the Company issued a total of 11,481,637 Shares to raise gross proceeds of $2,525,960.14. Net proceeds will be used to fund general and administrative needs, to accelerate sales and marketing, scale operations to deliver existing and future customer orders, invest in product innovation, and raise enterprise value.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

Andros Capital Corp., a company owned Alex Langer, a director of the Company (the “Insider”) participated in the Offering for a total of 100,000 Shares. Such participation by the Insider constitutes a “related party transaction” for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying upon exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 in completing the Offering with the Insider, on the basis that the fair market value of the Shares purchased by the Insider, and the consideration for the Shares paid by the Insider, is less than 25% of the Company’s current market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

The Shares issued by Ynvisible to the Insider pursuant to the Offering, are subject to an Exchange Hold Period (as such term is defined in the policies of the TSX Venture Exchange) expiring October 27, 2025, being four months and one day from the date of closing of the Offering. The balance of Shares issued under the LIFE Exemption are immediately freely tradeable under applicable Canadian securities legislation.

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The Company paid aggregate cash finder’s fees of $60,876.01 and issued 276,709 share purchase warrants (“Finder’s Warrants”) in connection with the Offering to certain brokers in accordance with applicable securities laws and as permitted by the policies of the TSX Venture Exchange. Each Finder’s Warrant is exercisable at $0.22 per Finder Warrant for a term of two (2) years from the date of issuance.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States..

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on Subsection 7.1(2) of National Instrument 51-102

The report is not being filed on a confidential basis.

Item 7 Omitted Information

There are no significant facts required to be disclosed herein which have been omitted.

Item 8 Executive Officer

The name and business number of the executive officer of the Company who is knowledgeable of the material change and this report is:

Ramin Heydarpour
Executive Chairman and Interim Chief Executive Officer
Telephone: 310-801-6662

Item 9 Date of Report

June 30, 2025