Copper Quest Exploration Inc. — Capital/Financing Update 2020

May 26, 2020

FORM 51-102F3

MATERIAL CHANGE REPORT

ITEM 1. Name and Address of Company

IMC International Mining Corp. (the “ Company ”) Suite 2710, 200 Granville Street Vancouver, BC V6C 1S4

ITEM 2. Date of Material Change

May 14, 2020

ITEM 3. News Release

The Company disseminated a news release in respect of the material change referred to in this report on May 14, 2020. The news release was subsequently filed on the Company’s SEDAR profile.

ITEM 4. Summary of Material Change

On May 14, 2020, the Company announced that it closed on its best efforts brokered private placement previously announced on April 27, 2020 and May 4, 2020 (the “ Offering ”). The Company issued a total of 3,143,166 units (each, a “ Unit ”) at a price of CAD$0.48 per Unit (the “ Unit Issue Price ”) and 400,000 Common Shares (as defined below) issued on a flow-through basis (each, a “ Flow-Through Share ” and collectively with the Units, the “ Offered Securities ”) at a price of CAD$0.65 (the “ Flow-Through Share Issue Price ”) per Flow-Through Share for aggregate gross proceeds of CAD$1,768,719.68.

Each Unit consists of one common share in the capital of the Company (a “ Common Share ”) and one Common Share purchase warrant (a “ Warrant ”). Each Warrant entitles the holder to purchase one additional Common Share at an exercise price of CAD$0.60 (the “ Warrant Exercise Price ”) for a period of two years from the date of issuance thereof. The Warrants and the Broker Warrants (as defined below) are subject to accelerated expiry if the volume weighted average closing price of the Common Shares on the Canadian Securities Exchange is equal to or greater than CAD$0.88 for a period of ten consecutive trading days, in which case the Company will have the option, but not the obligation, to accelerate the expiry to 20 days from the date of notice.

Gravitas Securities Inc. (the “ Lead Agent ”) acted as lead agent on its own behalf and on behalf of a syndicate of agents (collectively with the Lead Agent, the “ Agents ”) in the sale of the Offered Securities. The Company paid the Agents a cash fee of CAD$141,497.57. Additionally, the Company issued 251,453 broker unit warrants (the “ Broker Unit Warrants ”) to the Agents. Each Broker Unit Warrant entitles the holder to acquire one Unit (each, a “ Broker Unit ”) at any time for a period of two years from the date of issuance thereof at an exercise price equal to the Unit Issue Price. The Company also issued 32,000 broker flow-through warrants (the “ Broker Flow-Through Warrants ”, together with the Broker Unit Warrants, the “ Broker Warrants ”) to the Agents. Each Broker Flow-Through Warrant entitles the holder to acquire one Common Share of the Company at any time for a period of two years from the date of issuance thereof at an exercise price of CAD$0.70 per Common Share (the “ Broker Flow-Through Warrant Exercise Price ”). The Company also paid the Lead Agent a corporate finance fee paid by the issuance of Common Shares and Units.

ITEM 5. Full Description of Material Change

On May 14, 2020, the Company announced that it closed the Offering. The Company issued a total of 3,143,166 Units at the Unit Issue Price and 400,000 Flow-Through Shares at the Flow-Through Share Issue Price for aggregate gross proceeds of CAD$1,768,719.68.

Each Unit consists of one Common Share and one Warrant. Each Warrant entitles the holder to purchase one additional Common Share at the Warrant Exercise Price for a period of two years from the date of issuance thereof. The Warrants and the Broker Warrants are subject to accelerated expiry if the volume weighted average closing price of the Common Shares on the Canadian Securities Exchange is equal to or greater than CAD$0.88 for a period of ten consecutive trading days, in which case the Company will have the option, but not the obligation, to accelerate the expiry to 20 days from the date of notice.

An amount equal to the gross proceeds from the sale of Flow-Through Shares will be used for “Canadian exploration expenses” that will qualify as “flow-through mining expenditures”, as defined in the Income Tax Act (Canada). The Company will renounce to the subscribers of the Flow-Through Shares effective as of December 31, 2020 an amount of Canadian exploration expenses that will qualify as flow-through mining expenditures equal to the gross proceeds from the sale of Flow-Through Shares.

The Company intends to use the proceeds of the Offering for the Company’s 2020 drilling program and general working capital.

The Lead Agent acted as lead agent on its own behalf and on behalf of a syndicate of Agents in the sale of the Offered Securities. The Company paid the Agents a cash fee of CAD$141,497.57. Additionally, the Company issued 251,453 Broker Unit Warrants to the Agents. Each Broker Unit Warrant entitles the holder to acquire one Broker Unit at any time for a period of two years from the date of issuance thereof at an exercise price equal to the Unit Issue Price. The Company also issued 32,000 Broker FlowThrough Warrants to the Agents. Each Broker Flow-Through Warrant entitles the holder to acquire one Common Share of the Company at any time for a period of two years from the date of issuance thereof at the Broker Flow-Through Warrant Exercise Price. The Company also paid the Lead Agent a corporate finance fee paid by the issuance of Common Shares and Units.

All securities issued in connection with the Offering are subject to a four months and one day hold period, expiring September 14, 2020.

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

This report is not being filed on a confidential basis.

ITEM 7. Omitted Information

There are no significant facts required to be disclosed herein which have been omitted.

ITEM 8. Executive Officer

Brian Thurston Chief Executive Officer & President (604) 588-2110

ITEM 9. Date of Report

May 25, 2020

Cautionary Note Regarding Forward-Looking Statements

• 2 -

This material change report contains "forward-looking information" within the meaning of applicable securities laws relating to statements regarding the expected use of proceeds and the Company's business and plans, including with respect to undertaking further acquisition and carrying out exploration activities in respect of its mineral projects. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking information. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance and developments to differ materially from those contemplated by these statements depending on, among other things, risks related to the ability of the Company to obtain necessary approvals; the future tax treatment of the Flow-Through Shares; speculative nature of the Company’s business; the Company’s formative stage of development; the Company’s financial position; conclusions of future economic evaluations; business integration risks; fluctuations in the securities market; that the Company's plans and prospects will vary from those stated in this material change report; that the Company does not complete any further acquisitions; that the Company does not carry out exploration activities in respect of its mineral projects as planned (or at all); and that the Company may not be able to carry out its business plans as expected. Except as required by law, the Company expressly disclaims any obligation and does not intend to update any forward-looking statements or forward-looking information in this material change report. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct and makes no reference to profitability based on sales reported. The statements in this material change report are made as of the date of this release.

• 3 -