FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Reporting Issuer

IPICO Inc. (the “Company”) 4480 Harvester Road, Burlington, Ontario L7L 4X2

Item 2.

Date of Material Change

October 5, 2007

Item 3. Press Release

Date of Issuance: October 5, 2007 Place of Issuance: Burlington, Ontario Disseminated through: Canadian News Network

Item 4.

Summary of Material Change

The Company announced today it closed the private placement of 6,956,700 units (the “Units”) at a price of $1.15 per Unit for gross proceeds of $8,000,205.

Item 5. Full Description of Material Change

IPICO Inc. (TSX-V: RFD) is pleased to announce the closing today of 6,956,700 units (the “Units”) at a price of $1.15 per Unit for gross proceeds of $8,000,205. Each Unit consists of one common share of the Company and one half of one common share purchase warrant (each full warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one common share of the Company for a period of 12 months from Closing at a price of $1.30 per share. All common shares issued at closing or upon the exercise of the Warrants or the Broker Warrants referred to below are subject to a four month statutory hold period from the closing date.

IPICO plans to use the net proceeds of the Offering for working capital and general corporate purposes. The syndicate of underwriters, led by Wellington West Capital Markets Inc. and including Desjardins Securities Inc. (collectively, the “Underwriters”), received a cash commission of 6.0% of the gross proceeds of the Offering and Broker Warrants to purchase 347,835 common shares of the Company at an exercise price of $1.15 per common share. The broker warrants expire 12 months after the closing date.

Item 6.

Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

Gordon Westwater President IPICO Inc. 4480 Harvester Road Burlington, Ontario L7L 4X2 Telephone: 905-631-6310 ext 361 Facsimile: 905-631-6614

Item 9. Date of Report

October 5, 2007