Choom Holdings Inc. (CHOOF)

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https://www.sedar.com/DisplayCompanyDocuments.do?lang=EN&issuerNo=00025038

{02376629;1}MATERIAL CHANGE REPORT1.Name and Address of CompanyChoom Holdings Inc.(“Choom” or the “Company”)#208 –1525 West 8th AvenueVancouver, BCV6J 1T52.Date of Material Change June 24, 20203.News ReleaseThe news release was disseminated through Globe Newsire on June 24, 2020and filed on Choom’s profile on SEDAR.4.Summary of Material ChangeOn June 22, 2020 Choomreached an agreement with an arms-length lender (the “Lender”) to amend the terms of its non-transferable unsecured convertible debenture issued in November 2018 and maturing November 2022. The convertible debenture bears interest at a rate of 6.5% per annum on the outstanding principal sum.5.Full Description of Material ChangePursuant to the terms of an amended and restated convertible debenture dated June 24, 2020 (the “Amended and RestatedDebenture”) Choom has agreed, among other things, to grant to the Lender a second ranking security interest over all of its present and after-acquired property. The security interest will be governedin accordance with the terms and conditions of a security agreement between Choom and the Lender dated June 24, 2020. Among other amendments, the Amended and Restated Debenture includes amendments reflecting (i) a 90-day exclusivityperiod during which the Lender has agreed not to sell, transfer or assign its indebtedness to any third party, (ii) a right of first refusal in favour of Choom in respect of any future proposed sale, transfer or assignment of the indebtedness by the Lender, and (iii) a reduction of the conversion price of the debenture from $1.25 to $0.65 per share.6.Reliance on subsection 7.1(2) of National Instrument 51-102This report is not being filed on a confidential basis.7.Omitted InformationNo information has been omitted in respect of the material change.8.Executive OfficerFor further information, please contact:Terese Gieselman,CFOTelephone: 604-683-2509