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Auxico Resources Canada Inc. Capital/Financing Update 2021

Feb 4, 2021

47406_rns_2021-02-04_e7bffc02-5faa-4140-8b6c-2ec969037474.pdf

Capital/Financing Update

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FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1: Name and Address of Reporting Issuer

Auxico Resources Canada Inc. (the “ Company ”) 230 Notre Dame Street Montreal, Quebec H2Y 1T3

Item 2: Date of Material Change

February 3, 2021.

Item 3: News Release

A news release was issued and disseminated on February 3, 2021 and filed on SEDAR (www.sedar.com).

Item 4: Summary of Material Changes

The Company announced that it has closed a non-brokered private placement (the “ Private Placement ”) of units (the “ Units ”). See Item 5 for details.

Item 5: Full Description of Material Change

The Company announced that it has closed its Private Placement issuing a total of 9,744,000 Units at a price of $0.50 per Unit raising gross proceeds of $4,872,000.

Each Unit consists of one common share (the “ Shares ”) of the Company and one-half of one common share purchase warrant (the “ Warrants ”). Each full Warrant is exercisable at $1.00 for a period of 3 years from the date of issuance (the “ Closing Date ”).

The Company paid finder’s fees of $276,100 in connection with the Private Placement.

All securities issued are subject to a statutory four month hold period from the Closing Date.

The net proceeds of the private placement will be used to increase the trading of manganese ore from Brazil, as well as for general working capital.

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

Not applicable.

Item 7: Omitted Information

None.

Item 8: Executive Officer

Pierre Gauthier CEO, Auxico Resources Canada Inc. [email protected] Cell: +1 514 299 0881

Mark Billing President, Auxico Resources Canada Inc. [email protected] Cell: +1 514 296 1641

Item 9: Date of Report

February 4, 2021.