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First Mining Gold Corp. Capital/Financing Update 2021

Sep 29, 2021

45665_rns_2021-09-29_61f08fdd-6b38-4312-9c18-bbd0eae15348.pdf

Capital/Financing Update

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51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Pontus Protein Ltd. (the “ Company ”) 17686 - 66A Avenue Surrey, British Columbia, V3S 2A7

Item 2 Date of Material Change

September 23, 2021.

Item 3 News Release

The news release dated September 24, 2021 was disseminated via Cision.

Item 4 Summary of Material Change

The Company announced that it has completed the first tranche of its previously announced $5,000,000 non-brokered private placement (the “ Offering ”), as described in its news release dated September 14, 2021, pursuant to which it has issued an aggregate of 6,028,750 units (each, a “ Unit ”) at a price of $0.16 per Unit for aggregate gross proceeds of $964,600 (the “ Initial Tranche ”). Each Unit consists of one common share in the capital of the Company (each, a “ Share ”) and one Share purchase warrant (each, a “ Warrant ”), with each Warrant entitling the holder thereof to acquire one additional Share (each, a “ Warrant Share ”) at a price of $0.30 per Warrant Share for a period of 2 years from the closing date.

The proceeds from the Offering are expected to be used for general working capital as well as to further fund the construction of the Company’s Surrey facility.

The Company paid cash finder’s fees of an aggregate of $9,280 and issued an aggregate of 58,000 Warrants (each, a “ Finder’s Warrant ”) to certain eligible finder’s in connection with the closing of the Initial Tranche. Each Finder’s Warrant is exercisable into one Share at a price of $0.30 per Share for a period of two years from the closing date.

All securities issued in connection with the closing of the Initial Tranche are subject to a statutory hold period expiring on January 24, 2022.

Item 5 Full Description of Material Change.

  • 5.1 Full Description of Material Change

See Item 4 above for a full description of the material change.

  • 5.2 Disclosure for Restructuring Transactions

Not Applicable.

  • 2 -

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

Not Applicable.

Item 7 Omitted Information

None

Item 8 Executive Officer

Connor Yuen, Chief Executive Officer Telephone: 1 (778) 999-3353

Item 9 Date of Report

September 29, 2021.