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FPX Nickel Corp. Capital/Financing Update 2021

Apr 16, 2021

43480_rns_2021-04-16_fa68f0c2-332e-4a7d-821b-bf328a46dd9c.pdf

Capital/Financing Update

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MATERIAL CHANGE REPORT 51-102F3

Item 1 Name and Address of Company

FPX Nickel Corp. (the “ Company ”) Suite 620 - 1155 West Pender Street Vancouver, British Columbia V6E 2P4

Item 2 Date of Material Change

April 7, 2021

Item 3 News Release

A news release dated April 7, 2021, was disseminated and filed on SEDAR with applicable securities commissions.

Item 4 Summary of Material Change

On April 7, 2021, the Company announced that it has closed its previously announced bought deal public offering of 24,769,800 common shares of the Company (the “ Common Shares ”) at a price of $0.65 per Common Share for gross proceeds of $16,100,370, which includes the exercise of the over-allotment option (the “ Offering ”).

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

The Company announced that it has closed the Offering. The Offering was co-led by Paradigm Capital Inc. and Cormark Securities Inc. (together, the “ Underwriters ”).

The Company intends to use the net proceeds of the Offering primarily for exploration and development activities on its Baptiste Nickel Project and other properties, and for general corporate purposes.

The Offering was made in the provinces of British Columbia, Alberta and Ontario pursuant to a short form prospectus dated March 23, 2021. The Underwriters received a cash commission equal to 6.0% of the gross proceeds from the sale of the Common Shares pursuant to the Offering and a total of 1,486,188 compensation options entitling the Underwriters to acquire common shares of the Company for a period up to April 7, 2023 at an exercise price equal to $0.65 per share.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under United States federal and state securities laws or an applicable exemption from the United States registration requirements.

5.2 Disclosure for Restructuring Transactions

Not applicable

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

Not applicable

CAN: 36708117.1

Item 7 Omitted Information

Not applicable

Item 8 Executive Officer

The name and business telephone number of an executive officer of the Company who is knowledgeable about the material change and the Report or an officer through whom such executive officer may be contacted is as follows:

Name: J. Christopher Mitchell, Corporate Secretary & CFO Bus. Tel: 604 786 6551

Item 9 Date of Report

April 16, 2021

CAN: 36708117.1