C3 Metals Inc. — Capital/Financing Update 2021

Nov 4, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

C3 Metals Inc. (the “ Company ”) 161 Bay Street, 27[th] Floor Toronto, ON M5J 2S1

2. Date of Material Change

October 19 and 21, 2021

3. News Release

News releases were issued by the Company on October 19, 2021 and October 21 2021, through the facilities of Newscorp, which was subsequently filed on the Company’s issuer profile on SEDAR.

4. Summary of Material Change

On October 19, 2021, the Company announced that it had entered into an agreement (the “ Engagement Letter ”) with a syndicate of underwriters led by Canaccord Genuity Corp. (the " Underwriters "), pursuant to which the Underwriters agreed to purchase 78,947,400 common shares in the capital of the Company (the " Shares ") on a bought deal private placement basis.

The Company issued a subsequent news release on October 21, 2021 announcing that it had entered into an amended engagement letter with the Underwriters (the “ Amended Engagement Letter ”), pursuant to which the Underwriters agreed to increase the size of previously announced bought deal private placement. The Underwriters agreed to purchase 94,736,900 Shares at a price of C$0.19 (the “ Offering Price ”) per for aggregate gross proceeds of C$18,000,011 (the “ Offering ”).

5. Full Description of Material Change

On October 19, 2021, the Company announced that it had entered into the Engagement Letter pursuant to which the Underwriters agreed to purchase 78,947,400 Shares on a bought deal private placement basis.

The Company issued a subsequent news release on October 21, 2021 announcing that it had entered into the Amended Engagement Letter, pursuant to which the Underwriters agreed to increase the size of previously announced bought deal private placement.

The Company has also granted the underwriters an option to cover over-allotments (the “ Underwriters’ Option ”), which will allow the underwriters to purchase up to an additional 15,789,500 Shares at the Offering Price for additional gross proceeds of up to C$3,000,005. The Underwriters’ Option may be exercised in whole or in part at any time prior to the closing date of the Offering.

The Company has agreed to pay the Underwriters a cash commission of 6.0% of the gross proceeds of the Offering and will issue to the underwriters compensation warrants (the “ Broker

Warrants ”) equal to 6.0% of the number of Shares sold under the Offering, other than in respect of a maximum of C$750,000 in aggregate proceeds of Shares issued to certain purchasers under a president’s list, in which case only a cash fee of 3.0% will be payable. The Broker Warrants will be exercisable into common shares of the Company at a price per Broker Warrant equal to the Offering Price for a period of 24 months from the closing of the Offering.

Gross proceeds of the Offering will be used to expand the drill program at the Company’s 100% owned Jasperoide high-grade copper-gold skarn property in Peru and to undertake a maiden drill program at the Company’s Bellas Gate property in Jamaica and for general working capital and corporate purposes.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

The report is not being filed on a confidential basis.

7. Omitted Information

No significant facts have been omitted from this Material Change Report.

8. Executive Officer.

For further information, contact Kevin Tomlinson, President and Chief Executive Officer of the Company at info@c3metals.com.

9. Date of Report.

This report is dated at Toronto, this 4[th] day of November, 2021.

Forward Looking Statement

Certain statements contained in this material change report constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this material change report contains forward-looking information relating to, among other things, the use of proceeds from the Offering, the listing of the Shares of the Company on the TSXV and exercise of the Underwriters Option. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. Although such statements are based on reasonable assumptions of the Company’s management, there can be no assurance that any conclusions or forecasts will prove to be accurate.

The forward-looking information contained in this material change report is made as of the date hereof, and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance onforward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

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