G.E.T.T. Gold Inc. — Capital/Financing Update 2021

Jan 5, 2021

Form 51 – 102F3

Material Change Report

1. Name and Address of Company

Nippon Dragon Resources Inc. (“ Nippon ”) 500-7055 Taschereau Boulevard Brossard, Québec J4Z 1A7

2. Date of Material Change

December 23 and 31, 2020.

3. News Release

Nippon issued a news release with respect to the material changes described below on December 24, 2020 and December 31, 2020.

4. Summary of Material Change

Nippon completed a first and final closing of a non-brokered private placement at which it issued 29,340,000 “flow-through” units at a price of $0.0.05 per unit (the “ FT Units ”), and 9,140,000 units at a price of $0.05 per unit (the “ HD Units ”) for aggregate gross proceeds to Nippon of $1,924,000.

5. Full Description of Material Change

5.1. Full Description of Material Change

Nippon completed a first and final closing of a non-brokered private placement at which it issued 29,340,000 “flow-through” units at a price of $0.0.05 per unit (the “ FT Units ”), and 9,140,000 units at a price of $0.05 per unit (the “ HD Units ”) for aggregate gross proceeds to Nippon of $1,924,000.

Each of the 29,340,000 FT units is comprised of one “flow-through” common share and one-half of a common share purchase warrant. Each whole warrant entitles its holder to acquire one additional common share of Nippon at a price of $0.075 for a period of 24 months from the closing date. Each of the 9,140,000 HD Units is comprised of one common share and one common share purchase warrant. Each whole warrant entitles its holder to acquire one additional common share of Nippon at a price of $0.075 for a period of 24 months from the closing date.

Nippon intends to use the proceeds from the private placement for exploration on certain of its mining exploration properties in Québec and for general working capital purposes.

In connection with the private placement, Nippon paid cash commissions to a securities dealer in an aggregate amount of $85,050 and an aggregate of 1,701,000 broker warrants entitling the holders to acquire, up to 1,701,000 additional common shares of Nippon at a price of $0.05 per share for a period of 24 months.

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Under applicable securities legislation, the securities issued in the private placement are subject to a four-month hold period, expiring on April 24, 2021 and May 1, 2021.

Insiders of Nippon subscribed for an aggregate of 400,000 FT Units pursuant for gross proceeds of $20,000. The transaction constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 (“MI 61-101”). Nippon is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of Nippon, as determined in accordance with MI 61-101. Nippon did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering as the details of the participation of insiders of Nippon had not been confirmed at that time.

5.2. Disclosure required for a “Restructuring Transaction”

Not applicable.

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

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

The executive officer who can answer questions regarding this report is Mr. Jean-Yves Thérien, Interim President and Chief Executive Officer of Nippon. Mr. Thérien can be reached at (514) 668-2244.

9. Date of Report

December 31, 2020.