Critical Reagent Processing Corp. — Regulatory Filings 2020

Jun 23, 2020

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Graphite Energy Corp. (“ Graphite ” or the “ Company ”) Suite 1510, 789 West Pender Street Vancouver, BC V6C 1H2

Item 2 Date of Material Change

June 12, 2020

Item 3 News Release

A news release dated June 12, 2020 was disseminated to the Canadian Securities Exchange and through various other approved public media and filed on SEDAR with applicable securities commissions.

Item 4 Summary of Material Change(s)

The Company announced that further to its press release dated March 31, 2020, it closed a non-brokered private placement financing of 6,000,000 common shares (“ Shares ”) at a price of $0.10 per Share, for gross proceeds of $600,000 (the “ Private Placement ”) .

The Company also announced that Rodney Campbell and Robert Nigel Horsley resigned from the board of directors of the Company.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

The Company announced that further to its press release dated March 31, 2020, it closed the Private Placement .

The Company intends to use the proceeds from the Private Placement for general working capital purposes and to assist with finding a new business of merit.

The Shares issued pursuant to the Private Placement are subject to a statutory four months and one day hold period expiring October 13, 2020.

A total of 1,800,000 Shares were subscribed for by the following directors and senior officers of the Company pursuant to the Private Placement:

• Cherry Consulting Ltd., holding company of Christopher Cherry, a director of the Company, subscribed for 600,000 Shares (0% before the closing of the Private Placement and approximately 7% following the closing of the Private Placement);

• CTC Consulting Ltd., holding company of Teresa Cherry, Chief Financial Officer and a director of the Company, subscribed for 600,000 Shares (0% before the closing of the Private Placement and approximately 7% following the closing of the Private Placement); and

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• Adrian Hobkirk, President, Chief Executive Officer and a director of the Company, subscribed for 600,000 Shares (approximately 1.5% before the closing of the Private Placement and approximately 7% following the closing of the Private Placement).

Such subscriptions constituted related party transactions (as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions) (“ MI 61101 ”)). The Company is exempt from the formal valuation and minority approval requirements under MI 61-101 by virtue of the exemptions contained in Sections 5.5(b) and 5.7(1)(b) of MI 61101

The Private Placement was unanimously approved by the board of directors of the Company, with the interested directors each having declared their interest and abstaining from voting with respect to their interest therein.

This material change report is being filed less than 21 days prior to the closing of the Private Placement. The shorter period was necessary in order to permit the Company to close the Private Placement in a timeframe consistent with usual market practice for transactions of this nature.

The Company also announced that Rodney Campbell and Robert Nigel Horsley resigned from the board of directors of the Company.

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

Christopher Cherry Director Telephone: 604 908-9035

Item 9 Date of Report

June 22, 2020

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