1844 Resources Inc. — Capital/Financing Update 2020

Aug 29, 2020

Form 51–102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Gespeg Resources Ltd. (“ Gespeg ” or the “ Company ”) Suite 602, 224 - 4th Avenue South Saskatoon, Saskatchewan S7K 5M5

Item 2. Date of Material Change

August 27, 2020

Item 3. News Release

News Release dated August 27, 2020 was disseminated via Marketwired and Intrado and filed on SEDAR on August 27, 2020.

Item 4. Summary of Material Change

The Company has closed the non-brokered private placement of units for aggregate gross proceeds of $1,000,000.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Company has closed its non-brokered private placement for aggregate gross proceeds of $1,000,000 (the “ Offering ”). In connection with the Offering, Gespeg issued an aggregate of 20,000,000 units (the “ Units ”), at $0.05 per Unit. Each Unit consists of one common share of the Company and one transferrable common share purchase warrant (each, a “ Warrant ”). The Warrants are exercisable for a period of 36 months from closing at an exercise price of $0.075 per Warrant.

Finders fees of $48,680 in cash will be paid and 973,600 non-transferable compensation warrants (each, a “ Compensation Warrant ”) will be issued in connection with the Offering. The Compensation Warrants are exercisable for a period of 36 months from closing at an exercise price of $0.075 per Compensation Warrant.

Gespeg intends to use the proceeds of the placement for the purposes of continuing work on its prospective copper and gold properties in the Gaspe Peninsula and Chibougamau region of Quebec, as well as for working capital.

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The Offering was conducted under available exemptions from the prospectus requirements of applicable securities legislation and is subject to all necessary regulatory approvals, including acceptance from the TSX Venture Exchange. All securities issued pursuant to the Offering are subject to a statutory hold period expiring on December 28, 2020.

Certain directors and officers of the Company (the “ Interested Parties ”) participated in the Offering, which participation constituted a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The issuance to the Insiders is exempt from both the formal valuation and the minority shareholder approval requirements of MI 61-101 in connection with the Offering because neither the fair market value of the securities issued, nor the consideration for the securities, exceeds 25% of the Company’s market capitalization as calculated in accordance with MI 61-101.

None of the securities issued in the Offering have been, or will be, registered under the United States Securities Act of 1933, as amended (the “ 1933 Act ”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

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

None.

Item 8. Executive Officers

The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:

Sylvain Laberge, President and Chief Executive Officer Telephone: 514-702-9841.

Item 9. Date of Report

DATED at Vancouver, BC, this 28[th] day of August, 2020.

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Caution Concerning Forward-Looking Statements

This material change report includes statements containing certain "forward-looking information" and “forward-looking statements” within the meaning of applicable securities laws (" forwardlooking statements "). Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Examples of such statements include statements with respect to the planned use of proceeds from the Offering. The statements are based on the opinion and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements, including prevailing market conditions. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

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