Comet Lithium Corporation — Capital/Financing Update 2021

Jan 8, 2021

Form 51 – 102F3

Material Change Report

1. Name and Address of Company

X-Terra Resources Inc. (“ X-Terra Resources ”) 147 avenue Québec (back door) Rouyn-Noranda, Quebec J9X 6M8

2. Date of Material Change

December 31, 2020.

3. News Release

X-Terra Resources issued a news release with respect to the material change described below on December 31, 2020 via CNW Telbec.

4. Summary of Material Change

X-Terra Resources completed a final closing of a non-brokered private placement at which it issued 500,000 units at a price of $0.155 per unit, for aggregate gross proceeds to X-Terra of $77,500.

5. Full Description of Material Change

5.1. Full Description of Material Change

X-Terra Resources completed a first closing of a non-brokered private placement at which it issued 500,000 units at a price of $0.155 per unit, for aggregate gross proceeds to X-Terra of $77,500. Each of the 500,000 units is comprised of one federal “flow-through” common share and one-half of a common share purchase warrant. Each whole warrant entitles its holder to acquire one additional common share of X-Terra at a price of $0.20 for a period of 24 months from the closing date. X-Terra intends to use the proceeds from the private placement for exploration on certain of its mining exploration properties in Québec and New Brunswick.

In connection with the private placement, X-Terra paid cash commissions to a securities dealer in an aggregate amount of $5,425. In addition, X-Terra granted finders’ options to Mackie Research Capital Corporation entitling to acquire up to 35,000 additional common shares of X-Terra at a price of $0.155 per share for a period of 24 months.

As a result of the final closing of the private placement, there are 78,453,267 common shares of X-Terra issued and outstanding. Under applicable securities legislation, the securities issued in the private placement are subject to a four-month hold period, expiring on May 1, 2021.

5.2. Disclosure required for a “Restructuring Transaction”

Not applicable.

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

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Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

The executive officer who can answer questions regarding this report is Mr. Sylvain Champagne, Chief Financial Officer of X-Terra Resources. Mr. Champagne can be reached at (819) 762-4101.

9. Date of Report

January 8, 2021.