Corsa Coal Corp. — Capital/Financing Update 2021

Jan 1, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Corsa Coal Corp. (“ Corsa ” or the “ Company ”) 1576 Stoystown Rd. PO Box 260 Friedens, PA 15541

Item 2 Date of Material Change

December 21, 2020 and December 22, 2020

Item 3 News Release

Press releases with respect to the material change were disseminated through the newswire services of Cision on December 21, 2020, and December 22, 2020, respectively, and were subsequently filed on the System of Electronic Document Analysis and Retrieval (SEDAR).

Item 4 Summary of Material Change

On December 21, 2020, Corsa announced that certain of its subsidiaries entered into a five-year secured term loan with KeyBank National Association (“ KeyBank ”) for US$25 million (the " Term Loan ") through the Main Street Lending Program established by the board of governors of the U.S. Federal Reserve System. Under this program, lending is facilitated through a special purpose vehicle established by Federal Reserve Bank of Boston which committed to purchase a participation interest equal to 95% of the Term Loan. The Term Loan closed and was funded by KeyBank on December 22, 2020 (the “ Closing Date ”).

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

On December 21, 2020, Corsa announced that certain of its subsidiaries entered into the Term Loan through the Main Street Lending Program established by the board of governors of the U.S. Federal Reserve System. Under this program, lending is facilitated through a special purpose vehicle established by Federal Reserve Bank of Boston which committed to purchase a participation interest equal to 95% of the Term Loan. The Term Loan closed and was funded by KeyBank on the Closing Date.

Pursuant to the terms of a credit agreement and security agreement governing the Term Loan, the Term Loan bears interest, payable monthly, at LIBOR plus 3.00% and contains customary financial covenants as well as affirmative and negative covenants, including covenants that restricts the Company’s ability to pay dividends and make distributions. Until the first anniversary of the Closing Date, interest will be paid-in-kind (capitalized) and added to the principal balance thereof. The Term Loan is repayable on each of the third and fourth anniversaries of the Closing Date in an amount equal to 15% of the initial principal amount, with the remaining balance due in full on the fifth anniversary of the Closing Date and is pre-payable at any time without any premium or penalty. In connection with the arrangement of the Term Loan, the borrowers paid a transaction fee and an origination fee, both of which are customary for arrangements such as these. The Term Loan is secured against certain real and personal property of the borrowers.

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The foregoing description of the terms and conditions of the credit agreement and security agreement governing the Term Loan is a summary only and is qualified in its entirety by the terms of such agreements, copies of which have been filed under the Company’s profile on www.sedar.com.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

The following executive officer is knowledgeable about the material change and may be contacted about this report.

Kevin Harrigan Chief Financial Officer and Corporate Secretary Corsa Coal Corp. 1-724-754-0028

Item 9 Date of Report

December 31, 2020