GPM Metals — Capital/Financing Update 2021

Feb 17, 2021

FORM 51-102F3

Material Change Report

MATERIAL CHANGE REPORT UNDER SECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT NO. 51-102

Item 1. Reporting Issuer

GPM Metals Inc. (the “Company”) 141 Adelaide Street West Suite 1101 Toronto, Ontario M5H 3L5

Item 2.

Date of Material Change

A material change took place on February 11, 2021.

Item 3. Press Release

A news release in respect of the material change was disseminated, as attached hereto as Schedule “A”.

Item 4. Summary of Material Change

The Company announced that it closed a non-brokered private placement (the "Offering") pursuant to which it raised gross aggregate proceeds of $250,000.00.

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Item 5. Full Description of Material Change

The Company announced that is had closed the Offering pursuant to which it has issued an aggregate of 2,000,000 special warrants ("Special Warrants") at a price of $0.05 per Special Warrant and 3,000,000 units (“Units”) at a price of $0.05 per Unit to raise gross aggregate proceeds of $250,000.00. Each Unit consists of one common share of the Company (a “Share”) and one share purchase warrant (a “Warrant”), with each warrant entitling the holder thereof to acquire one additional share at an exercise price of $0.10 for a period of 60 months.

Pursuant to the financing, Mr. Daniel Noone indirectly subscribed for an aggregate of 700,000 units at a price of $0.05 per unit. Mr. Noone is an insider of the Company. As of February 11, 2021 immediately prior to the closing of the financing, Mr. Noone held an aggregate of 2,554,333 common shares of the Company and convertible securities entitling Mr. Noone to acquire an additional 2,183,333 common shares of the Company, representing approximately 4.0% of the issued and outstanding shares of the Company (or 7.3% on a partially diluted basis assuming exercise of such convertible securities only). Following the closing of the financing, Mr. Noone holds an aggregate of 3,254,333 common shares of the Company and convertible securities entitling Mr. Noone to acquire an additional 2,883,333 common shares of the Company, representing approximately 4.9% of the issued and outstanding shares of the Company post-closing (and

approximately 8.9% on a partially diluted basis, assuming exercise of the convertible securities only).

Pursuant to the financing, Mr. John Patrick Sheridan subscribed for an aggregate of 2,000,000 units at a price of $0.05 per unit. Mr. Sheridan is an insider of the Company. As of February 11, 2021 immediately prior to the closing of the financing, Mr. Sheridan held an aggregate of 6,312,728 common shares of the Company and convertible securities entitling Mr. Sheridan to acquire an additional 800,000 common shares of the Company, representing approximately 10.0% of the issued and outstanding shares of the Company (or 11.1% on a partially diluted basis assuming exercise of such convertible securities only). Following the closing of the financing, Mr. Sheridan holds an aggregate of 8,312,728 common shares of the Company and convertible securities entitling Mr. Sheridan to acquire an additional 2,800,000 common shares of the Company, representing approximately 12.6% of the issued and outstanding shares of the Company post-closing (and approximately 16.1% on a partially diluted basis, assuming exercise of the convertible securities only).

Pursuant to the financing, Rosseau Asset Management (“Rosseau”) subscribed for an aggregate of 2,000,000 special warrants at a price of $0.05 per special warrant. Rosseau is an insider of the Company. Each Special Warrant will automatically convert into one Unit without any additional payment or action by Rosseau on the date upon which the Company receives shareholder approval for Rosseau to become a “control person “ of the Company (within meaning of the regulations of the TSX Venture Exchange). The Company proposes to seek such shareholder approval at its next annual meeting of shareholders. In the event that such shareholder approval is not approved at the Company’s next annual shareholders meeting, the Special Warrants shall automatically convert into a loan repayable to Rosseau on demand. As of February 11, 2021, immediately prior to the closing of the financing, Rosseau held an aggregate of 11,900,000 common shares of the Company and convertible securities entitling Rosseau to acquire an additional 2,600,000 common shares of the Company, representing approximately 18.9% of the issued and outstanding shares of the Company (or 22.1% on a partially diluted basis assuming exercise of such convertible securities only). Following the closing of the financing, Rosseau holds an aggregate of 11,900,000 common shares of the Company and convertible securities entitling Rosseau to acquire an additional 6,600,000 common shares of the Company, (inclusive of the Special Warrants and the underlying Warrants), representing approximately 18.0% of the issued and outstanding shares of the Company post-closing (and approximately 25.4% on a partially diluted basis, assuming exercise of the convertible securities only).

The financing was approved by the board of directors pursuant to directors’ resolutions dated January 27, 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 property interests and general corporate purposes. 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.

Item 6. Item 7. Item 8. Item 9.

The private placement remains subject to final regulatory approval. Reliance on subsection 7.1(2) of National Instrument 51-102 The report is not being filed on a confidential basis. Omitted Information No information has been omitted. Executive Officer Daniel Noone, Interim Chief Executive Officer (416) 628-5904 Date of Report DATED at Toronto, in the Province of Ontario, this 17th day of February, 2021.

SCHEDULE “A”

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

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GPM Metals Announces Closing of Private Placement

February 11, 2021 (Toronto, Ontario) GPM Metals Inc. ( “GPM" or the " Company ") (TSXV:GPM ) announces that it has closed a non-brokered private placement (the " Offering ") pursuant to which it has issued an aggregate of 2,000,000 special warrants (" Special Warrants ") at a price of $0.05 per Special Warrant and 3,000,000 units ( “Units” ) at a price of $0.05 to raise gross aggregate proceeds of $250,000.00.

Each Unit consists of one common share of the Company (a “Share” ) and one share purchase warrant (a “Warrant” ), with each warrant entitling the holder thereof to acquire one additional share at an exercise price of $0.10 for a period of 60 months.

In connection with Offering, the Company paid a cash commission of $1,000.00 to an eligible registrant.

Rosseau Asset Management has purchased 2,000,000 Special Warrants in the Offering. Each Special Warrant will automatically convert into one Unit without any additional payment or action by the Holder on the date upon which the Company receives shareholder for Rosseau Asset Management and associates to become “control persons “ of the Company (within meaning of the regulations of the TSX Venture Exchange). The Company proposes to seek such shareholder approval at its next annual meeting of shareholders. In the event that such shareholder approval is not approved at the Company’s next annual shareholders meeting, the Special Warrants shall automatically convert into a loan repayable to Rosseau Asset Management on demand.

Insiders of the Company subscribed for an aggregate of 2,700,000 Units and 2,000,000 Special Warrants in the Offering.

The insider participation will be considered to be related party transactions within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 (" MI 61-101 "). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101 in respect of such insider participation.

All proceeds from the Offering shall be immediately to the Company and used for property interests and general corporate purposes.

All of the securities issued and issuable in the Offering are subject to a statutory hold period expiring on June 11, 2021.

The Offering remains subject to the receipt of applicable final regulatory approvals.

For further information please contact:

Dan Noone Interim Chief Executive Officer, GPM Metals Inc. Suite 1101, 141 Adelaide Street West, Toronto, Ontario M5H 3L5 Telephone: + 416 628 5904 Email: info@gpmmetals.ca

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts. responsibility for the adequacy and / or accuracy of this release.

Forward Looking Statements —Certain information set forth in this news release may contain forward looking statements that involve substantial known and unknown risks and uncertainties. These forward looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of GPM Metals, including, but not limited to the failure to complete the Offering as currently proposed or at all, the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, dependence upon regulatory and shareholder approvals, the proposed use of proceeds of the Offering and exploration risk. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.