Boralex Inc. — Capital/Financing Update 2020

Feb 7, 2020

FORM 51‐102F3 MATERIAL CHANGE REPORT

ITEM 1 Name and Address of Company:

Pacific Rim Cobalt Corp. (the “ Company ”) Suite 300, Bellevue Centre 235 – 15th Street West Vancouver, BC V7T 2X1 Canada

ITEM 2 Date of Material Change:

February 6, 2020.

ITEM 3 News Release:

A news release dated February 6, 2020 was distributed via GlobeNewswire and subsequently filed on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

ITEM 4 Summary of Material Change:

On February 6, 2020 the Company closed a non‐brokered private placement for aggregate gross proceeds of $742,164.48 through the issuance of 6,184,704 units in the capital of the Company (each a “ Unit ” and together, the “ Units ”) at a subscription price of $0.12 per Unit.

ITEM 5 Full Description of Material Change:

5.1 – Full Description of Material Change:

On February 6, 2020 the Company closed a non‐brokered private placement (the “ Offering ”) for aggregate gross proceeds of $742,164.48 through the issuance of 6,184,704 Units at a subscription price of $0.12 per Unit.

Each Unit is comprised of one (1) common share in the capital of the Company (each a " Common Share ") and one (1) transferable Common Share purchase warrant (each, a “ Warrant ”). Each Warrant entitles the holder to purchase one (1) Common Share for one year at an exercise price of $0.16 per Common Share.

In connection with the Offering, the Company paid a total of $17,543.25 in cash to eligible finders who introduce subscribers to the Offering.

All securities issued under the Offering, including securities issuable on exercise thereof, are subject to a four month resale restriction expiring June 7, 2020.

The Company intends to use the net proceeds from the Offering to fund development of its nickel‐cobalt business in Indonesia as well as general working capital purposes.

5.2 – Disclosure for Restructuring Transactions:

Not applicable.

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:

Further information relating to this Material Change Report may be obtained from:

Ranjeet Sundher, President and CEO Telephone: (604) 922‐8272

ITEM 9 Date of Report:

DATED as of February 6, 2020.