FORM 51-102F3
MATERIAL CHANGE REPORT
NATIONAL INSTRUMENT 51-102
ITEM 1 | Name and Address of Company |
| Points.com Inc., formerly Points International Ltd. ("Points") Toronto, Ontario, M5H 2G4 |
ITEM 2 | Date of Material Change |
| January 1, 2022 |
ITEM 3 | News Release |
| A news release with respect to the material change referred to in this report was disseminated on January 4, 2022 through newswires in Canada and the United States, a copy of which has been filed and is available for review on SEDAR at www.sedar.com and EDGAR at www.sec.gov. |
ITEM 4 | Summary of Material Change |
| Points International Ltd. completed the amalgamation with its wholly-owned subsidiary Points.com Inc. effective January 1, 2022. The amalgamated entity continued under the name "Points.com Inc.". |
ITEM 5 | Full Description of Material Change |
5.1 | Full Description of Material Change |
| Points International Ltd. completed the amalgamation with its wholly-owned subsidiary Points.com Inc. effective January 1, 2022. The amalgamated entity continued under the name "Points.com Inc." and its trading symbols on the TSX and Nasdaq remain unchanged. The amalgamation was undertaken in order to optimize Points' corporate tax structure. |
5.2 | Disclosure for Restructuring Transactions |
| Not applicable. |
ITEM 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
| Not applicable. |
ITEM 7 | Omitted Information |
| Not applicable. |
ITEM 8 | Executive Officer |
| For further information, please contact: |
| Erick Georgiou erick.georgiou@points.com |
ITEM 9 | Date of Report |
| January 4, 2022 |