EarthLabs Inc. — Capital/Financing Update 2021

Jun 4, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER SECTION 7.1 OF NATIONAL INSTRUMENT NO. 51-102

Item 1. Reporting Issuer

GoldSpot Discoveries Corp. (the “Company”) 69 Yonge Street, Suite 1010 Toronto, Ontario M5E 1K3

Item 2. Date of Material Change

A material change took place on June 2, 2021.

• Item 3. Press Release

On June 2, 2021, a news release in respect of the material change was disseminated by the Company.

Item 4. Summary of Material Change

The Company announced that it had completed its previously announced bought deal public offering pursuant to which it issued 14,375,000 common shares (the “Offered Shares”) at a price of $0.80 per Offered Share, for aggregate gross proceeds of $11.5 million (the “Offering”).

Item 5. Full Description of Material Change

The material change is described in the Company's press release attached hereto as Schedule "A", which press release is incorporated by reference herein.

The Company announced that it had completed the Offering pursuant to which it issued an aggregate of 14,375,000 Offered Shares at a price of $0.80 per Offered Share to raise aggregate gross proceeds of $11.5 million.

Pursuant to the Offering, Denis Laviolette subscribed for an aggregate of 187,500 Offered Shares at a price of $0.80 per Offered Share. Mr. Laviolette is an insider of the Company. As of June 2, 2021 immediately prior to the closing of the Offering, Mr. Laviolette held an aggregate of 2,535,821 common shares of the Company (“Shares”) and convertible securities entitling Mr. Laviolette to acquire an additional 870,511 Shares, representing approximately 2.7% of the issued and outstanding Shares (and approximately 3.6% on a partially diluted basis assuming exercise of such convertible securities only). Following the closing of the Offering, Mr. Laviolette holds an aggregate of 2,723,321 Shares and convertible securities entitling Mr. Laviolette to acquire an additional 870,511 Shares, representing approximately 2.5% of the issued and outstanding Shares (and approximately 3.3% on a partially diluted basis assuming exercise of such convertible securities only).

Pursuant to the Offering, Binh Quach subscribed for an aggregate of 187,500 Offered Shares at a price of $0.80 per Offered Share. Mr. Quach is an insider of the Company. As of June 2, 2021 immediately prior to the closing of the Offering, Mr. Quach held an aggregate of 1,000,000 Shares and convertible securities entitling Mr. Quach to acquire an additional 663,674 Shares, representing approximately 1.1% of the issued and outstanding Shares (and approximately 1.7% on a partially diluted basis assuming exercise of such

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convertible securities only). Following the closing of the Offering, Mr. Quach holds an aggregate of 1,187,500 Shares and convertible securities entitling Mr. Quach to acquire an additional 663,674 Shares, representing approximately 1.1% of the issued and outstanding Shares (and approximately 1.7% on a partially diluted basis assuming exercise of such convertible securities only).

Pursuant to the Offering, Cejay Kim subscribed for an aggregate of 50,000 Offered Shares at a price of $0.80 per Offered Share. Mr. Kim is an insider of the Company. As of June 2, 2021 immediately prior to the closing of the Offering, Mr. Kim held an aggregate of 1,559,881 Shares and convertible securities entitling Mr. Kim to acquire an additional 663,674 Shares, representing approximately 1.6% of the issued and outstanding Shares (and approximately 2.3% on a partially diluted basis assuming exercise of such convertible securities only). Following the closing of the Offering, Mr. Kim holds an aggregate of 1,609,881 Shares and convertible securities entitling Mr. Kim to acquire an additional 663,674 Shares, representing approximately 1.5% of the issued and outstanding Shares (and approximately 2.1% on a partially diluted basis assuming exercise of such convertible securities only).

Pursuant to the Offering, Palisades Goldcorp Ltd. (“Palisades”) subscribed for an aggregate of 1,250,000 Offered Shares at a price of $0.80 per Offered Share. Palisades is an insider of the Company. As of June 2, 2021 immediately prior to the closing of the Offering, Palisades directly and indirectly held an aggregate of 16,273,107 Shares and no convertible securities of the Company, representing approximately 17.1% of the issued and outstanding Shares. Following the closing of the Offering, Palisades directly and indirectly holds an aggregate of 17,523,107 Shares and no convertible securities of the Company, representing approximately 16% of the issued and outstanding Shares.

Pursuant to the Offering, Eric Sprott indirectly subscribed for an aggregate of 3,750,000 Offered Shares at a price of $0.80 per Offered Share. Mr. Sprott is an insider of the Company. As of June 2, 2021 immediately prior to the closing of the Offering, Mr. Sprott indirectly held an aggregate of 10,251,332 Shares and no convertible securities of the Company, representing approximately 10.8% of the issued and outstanding Shares. Following the closing of the Offering, Mr. Sprott indirectly holds an aggregate of 14,001,332 Shares and no convertible securities of the Company, representing approximately 12.8% of the issued and outstanding Shares.

The financing was approved by the board of directors pursuant to directors’ resolutions dated May 14, 2021 and May 26, 2021. The transaction is exempt from the formal valuation and minority shareholder approval requirements of applicable securities laws as at the time the financing was agreed to, neither the fair market value of the subject matter of, or the fair market value of the consideration for, the financing insofar as it involves interested parties, exceeded 25% of the Company’s market capitalization. The financing was completed to raise proceeds for research and development, investment capital and general corporate expenses of the Company. A material change report is being filed in connection with the insider participation in the financing less than 21 days in advance of closing of the financing, as the Company did not have prior confirmation of such participation. The private placement remains subject to final regulatory approval.

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

The report is not being filed on a confidential basis.

Item 7. Omitted Information

No information has been omitted.

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Item 8. Executive Officer Denis Laviolette Item 9. Date of Report DATED at Toronto, in the Province of Ontario, this 4[th] day of June, 2021.

SCHEDULE “A”

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

GoldSpot Announces Closing of $11.5 Million Bought Deal Offering Including Full Exercise of Over-Allotment Option

Highlights include:

• Exercise, in full, of the overallotment option of $1.5 million

• Offering includes $3 million lead order from Eric Sprott, $1 million from Palisades Goldcorp and $350,000 from GoldSpot’s Management

Toronto, Ontario – (June 2, 2021) – GoldSpot Discoveries Corp. (TSXV: SPOT, OTCQX: SPOFF) (“GoldSpot” or the “Company”), a leading technology services company leveraging machine learning to transform the mineral discovery process, is pleased to announce that it has closed its previously announced bought deal public offering pursuant to which GoldSpot issued 14,375,000 common shares (the “Common Shares”) at a price of $0.80 per Common Share, for aggregate gross proceeds of $11.5 million (the “Offering”), which included the full exercise of the over-allotment option.

The Offering was led by Canaccord Genuity Corp., as lead underwriter and sole bookrunner (the “Underwriter”). In connection with the Offering, the Company paid a cash commission to the Underwriter in the amount of $660,000, together with an aggregate of 825,000 broker warrants (the “ Broker Warrants ”). Each Broker Warrant entitles the Underwriter to purchase one Common Share at an exercise price of $0.80 for a period of 24 months from the closing of the Offering.

The Common Shares were offered by way of a short form prospectus of the Company dated May 28, 2021 (the “Prospectus”) in each of the provinces of Canada except Québec.

The Company plans to use the net proceeds from the Offering for research and development, investment capital and general corporate expenses, as set out in the final Prospectus.

“This financing not only strengthens our cash position but demonstrates strong investor confidence in our innovative business model, our momentum and our growth prospects. Eric Sprott and Palisades Goldcorp were early investors and their lead orders in this financing are a testament to their support,” said Denis Laviolette, Executive Chairman and President of GoldSpot. “We are well positioned to capitalize on our global client pipeline while demonstrating our ability to successful execute on our acquisition strategy.”

The Offering remains subject to the final approval of the TSX Venture Exchange.

This press release is not an offer or a solicitation of an offer of securities for sale in the United States. The Common Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

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About GoldSpot Discoveries Corp.

GoldSpot Discoveries (TSXV: SPOT, OTCQX: SPOFF) is a technology services company in mineral exploration. GoldSpot is a leading team of expert scientists who merge geoscience and data science to deliver bespoke solutions that transform the mineral discovery process. In the race to make discoveries, GoldSpot produces smart targets and advanced geological modelling that saves time, reduces costs and provides accurate results.

For further information please contact:

Denis Laviolette

Executive Chairman and President GoldSpot Discoveries Corp. Tel: 647-992-9837 Email: investors@goldspot.ca

Cautionary Statement on Forward -Looking Information

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This news release contains forward-looking information which involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes but is not limited to, the Company's objectives, goals or future plans, its proposed use of proceeds of the Offering and statements regarding growth prospects and execution of the acquisition strategy. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, capital and operating costs varying significantly from estimates, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forwardlooking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.