Focus Graphite Inc. — Capital/Financing Update 2020

Dec 31, 2020

FOCUS GRAPHITE INC.

945 Princess Street Kingston K7L 0E9

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

The name of the reporting issuer is Focus Graphite Inc. (the “ Issuer " or “ Focus Graphite ”). Its head office is located at 945 Princess Street, Kingston K7L 0E9.

Item 2. Date of Material Change

The material change occurred on December 18 and December 30, 2020.

Item 3. News Release

The Issuer disseminated a news release via TMX Group Limited on December 18, 2020 and filed the news release on SEDAR on December 18 and December 30, 2020.

Item 4. Summary of Material Changes

On December 18, 2020, the Issuer announced that it has increased the gross proceeds for the flow-through portion of its previously announced non-brokered private placement of up to 10,000,000 units ( “Flow-Through Units ”) for gross proceeds of $500,000 (the “ Initial Offering ”). The Issuer has increased the Initial Offering to 20,000,000 Flow-Through Units at $0.05 per Flow-Through Unit for gross proceeds of up to $1,000,000 to accommodate investor demand (the “ Offering ”).

On December 30, the Issuer announced the closing of the Offering.

Item 5. Full Description of Material Changes

See attached news releases

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

The Issuer is not relying on sub-section 7.1(2) of National Instrument 51-102 or the equivalent provisions of the securities legislation in other jurisdictions governing the Issuer for the filing of this report.

Item 7. Omitted Information

No information has been omitted.

Item 8. Executive Officers

For further information, please contact Scott Anderson, of Investors Relations of the Issuer, at (858) 229-7063 or sanderson@nextcap-ir.com; or Judith Mazvihwa-MacLean, CFO of the Issuer, at (613) 581-4040 or jmazvihwa@focusgraphite.com.

Item 9. Date of Report

DATED at Ottawa, Ontario this 31[st] day of December, 2020.