ZeU Technologies, Inc. — Capital/Financing Update 2023

May 24, 2023

Form 51–102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company ZeU Technologies Inc. (the “ Company ”) 2700 – 1000 Sherbrooke Street West Montreal, QC H3A3G4 Item 2. Date of Material Change

May 17, 2023

	May 17, 2023
Item 3.News ReleaseA news release was disseminated via a Canadian newswire and filed on SEDAR on May 17, 2023.Item 4.Summary of Material ChangeThe Company settled a debt with St-Georges Eco-Mining Corp. (“SX”) in the total amount of$1,086,099.98 by issuances of i. 1,386,328 common shares of the Company (the “Shares”), ii.6,500,000 common share purchase warrants (the “Warrants”) and, iii. a new 18% unsecured non-convertible debenture of the Company in the principal amount of CAD$947,467.22 maturing onApril 30, 2027 (the “New Debenture”, collectively with the Shares and Warrants, the “DebtSettlement”).Item 5.Full Description of Material Change5.1Full Description of Material ChangeThe 1,386,328 common shares of the Company (each, a “Share”) were issued at a deemed price of$0.10 per Share on May 17, 2023. The Warrants are issued expiring for a period of 3 years from thedate of issuance with an exercise price equal to $0.15 per Share, all upon and subject to the termsand conditions set forth in the certificate representing the Warrants, which will provide that anypayment received by the Company upon the exercise of the Warrants shall be entirely used to repaythe New Debenture. The New Debenture are issued in the principal amount of $947,467.22maturing on April 30, 2027, bearing interest at 18% payable quarterly in Shares at a price equal tothe greater of: (i) the VWAP of the Shares on the Canadian Securities Exchange of the last 10 daysat the end of each quarter, and (ii) $0.10 per Share.The Shares, Warrants and New Debenture issued in connection with the Debt Settlement are subjectto a 4 months and 1 day statutory hold period in accordance with applicable securities legislation.5.2Disclosure for Restructuring TransactionsNot applicable.Item 6.Reliance on subsection 7.1(2) of National Instrument 51–102Not applicable.Item 7.Omitted InformationNone.Item 8.Executive OfficersMs. Neha Tally, Corporate Secretary514-996-6342Item 9.Date of ReportMay 23, 2023	3.News ReleaseA news release was disseminated via a Canadian newswire
		and filed on SEDAR on May 17, 2023.
	4.Summary of Material ChangeThe Company settled a debt with St-Georges Eco-Mining$1,086,099.98 by issuances of i. 1,386,328 common shar6,500,000 common share purchase warrants (the “Warrantconvertible debenture of the Company in the principal amApril 30, 2027 (the “New Debenture”, collectively withSettlement”).5.Full Description of Material ChangeFull Description of Material Change	Corp. (“SX”) in the total amount of
		es of the Company (the “Shares”), ii.s”) and, iii. a new 18% unsecured non-ount of CAD$947,467.22 maturing onthe Shares and Warrants, the “Debt