55 North Mining Inc. — Capital/Financing Update 2020

Nov 12, 2020

MATERIAL CHANGE REPORT Form 51-102F3

Section 7.1 of National Instrument 51-102

Item 1. Name and Address of Company

55 North Mining Inc. (“ 55 North ” or the “ Company ”) 401 Bay Street, Suite 2702 Toronto, Ontario M5H 2Y4

Item 2. Date of Material Change

November 12, 2020

Item 3. News Release

A news release was issued through Accesswire on November 12, 2020.

Item 4. Summary of Material Change

The Company announced that it has closed the third tranche of a non-brokered private placement for gross proceeds of $1,386,920, consisting of $1,371,920 in non-flow-through financing and $15,000 in flow-through financing. In total, the Company has raised $3,626,336 in gross proceeds.

Item 5. Full Description of Material Change

The non-flow-through financing consisted of 9,146,133 units (“NFT Units”) priced at $0.15. Each NFT unit is comprised of one common share and one common share purchase warrant entitling the holder to acquire one additional common share of the Company at a price of $0.30 per share for 48 months from the date of issuance. Bruce Reid, CEO and Director, subscribed for 2,000,000 NFT units.

The flow-through financing consisted of 75,000 flow-through units (“FT Units”) priced at $0.20. Each FT Unit is comprised of one flow-through common share and one non-flow-through purchase warrant entitling the holder to acquire one additional common share of the Company at a price of $0.30 per share for 48 months from the date of issuance.

All common shares issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance. The Company paid a finder’s fee in cash totalling $46,464 to certain eligible finders on the NFT Units sold, and $1,200 on the FT Units sold. The Company paid 534,531 compensation options (“Compensation Options”) to certain eligible finders of the NFT Units, and 6,000 finder’s warrants to certain eligible finders of the FT Units. Each Compensation Option is exercisable at a price of $0.15 if paid as commission on a NFT Unit financing, and $0.20 if

paid as commission on a FT Unit financing, any time prior to the date 48 months from the date of closing. Each Compensation Option entitles the holder to purchase one unit, with each unit consisting of one common share and one common share purchase warrant. Each common share purchase warrant entitles the holder to purchase one common share at a price of $0.30 per share for a period of 48 months from the date of closing. Each finder’s warrant entitles the holder to purchase one common share of the Company at a price of $0.30 per share for 48 months from the date of issuance.

The proceeds from the sale of the FT Units will be used for expenditures which qualify as Canadian Exploration Expenses (“CEE”) within the meaning of the Income Tax Act (Canada), and will be incurred no later than December 31, 2021 on properties situated in the Province of Manitoba. The Company will renounce such CEE expenditures with an effective date of no later than December 31, 2020. The proceeds from the sale of NFT Units will be used for general working capital purposes.

For sake of completeness, the Company would like to disclose fees paid as part of the $836,000 Second Tranche non-brokered private placement financing which closed on October 16, 2020 as disclosed in a press release of the same date. The Company paid an 8% finder’s fee in cash totalling $65,920 to certain eligible finders on the FT Units sold, and $960 on the NFT Units sold. The Company paid compensation options (“Compensation Options”) to certain eligible finders in the amount of 8% of the number of eligible FT Units and NFT Units sold. 329,600 Compensation Options were paid on the number of FT Units sold, and 6,400 Compensation Options were paid on the number of NFT Units sold.

Item 6. Reliance on Section 7.1(2) or (3) of National Instrument 51-102

This Report is not being filed on a confidential basis in reliance on subsection 7.1(2) of National Instrument 51-102.

Item 7. Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8. Executive Officer

Inquiries in respect of the material change referred to herein may be made to:

Bruce Reid, Chief Executive Officer Tel: (647) 500-4495

Item 9. Date of Report

November 12, 2020

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