Graphite One Inc. — Capital/Financing Update 2021

Aug 17, 2021

==> picture [236 x 32] intentionally omitted <==

FORM 51-102F3 Material Change Report

Item 1 Name and Address of Issuer:

Graphite One Inc. (the “ Company ”) Suite 600 – 777 Hornby Street Vancouver, BC V6Z 1S4

Item 2 Date of Material Change:

August 12, 2021

Item 3 News Release:

A news release reporting the material change was issued by the Company and disseminated through Accesswire on August 12, 2021 and subsequently filed on SEDAR at www.sedar.com.

Item 4 Summary of Material Change:

On August 12, 2021, the Company closed the first tranche of a brokered private placement financing (“ Tranche One Financing ”) raising gross proceeds of C$7,727,000. In the Tranche One Financing, 7,727,000 units of the Company (each a “ Unit ”) were issued at an issue price of C$1.00 per Unit with each Unit consisting of one common share in the capital of the Company (a “ Common Share ”) and one common share purchase warrant (each a “ Warrant ”), with each Warrant entitling the holder thereof to acquire, on payment of C$1.50 to the Company, one Common Share of the Company, subject to adjustment in certain circumstances, for a period of 12 months from the closing date of the Tranche One Financing.

Concurrently with the Tranche One Financing, Taiga Mining Company, Inc. purchased 2,501,581 Units for gross proceeds of C$2,501,581 (the “ Taiga Subscription ”). The total gross proceeds raised from the Tranche One Financing and the Taiga Subscription was C$10,228,581.

Item 5 Full Description of Material Change:

On August 12, 2021, the Company closed the Tranche One Financing raising gross proceeds of C$7,727,000. In the Tranche One Financing, 7,727,000 Units of the Company were issued at an issue price of C$1.00 per Unit with each Unit consisting of one Common Share in the capital of the Company and one Warrant, with each Warrant entitling the holder thereof to acquire, on payment of C$1.50 to the Company, one Common Share of the Company, subject to adjustment in certain circumstances, for a period of 12 months from the closing date of the Tranche One Financing.

The Tranche One Financing was conducted pursuant to the terms of an agency agreement entered into between the Company and Canaccord Genuity Corp. The Company paid the Agent a cash fee totaling C$540,890 equal to 7% of the gross proceeds of the Tranche One Financing and issued 540,890 compensation warrants (each, a “ Compensation Warrant ”) equal to 7% of the number of Units sold under the Tranche One Financing. Each Compensation Warrant will be exercisable to purchase one Common Share for a period of 12 months from the closing date of the Tranche One Financing at an exercise price of C$1.00, subject to adjustment in certain circumstances.

Concurrently with the Tranche One Financing, Taiga Mining Company, Inc. purchased 2,501,581 Units for gross proceeds of C$2,501,581. The total gross proceeds raised from the Tranche One Financing and the Taiga Subscription amount to C$10,228,581.

All securities issued in connection with the Tranche One Financing and the Taiga Subscription will be subject to a four month hold period ended December 13, 2021.

Forward Looking Statements

This report includes certain statements that may be deemed to be forward-looking statements. All statements in this report, other than statements of historical facts that address the exercise of warrants, the hold period for the securities and events or developments that the Company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are no guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include the receipt of all necessary regulatory approvals, market prices, exploitation and exploration successes, continuity of mineralization, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition, changes in government policies regarding mining and natural resource exploration and exploitation, and continued availability of capital and financing, and general economic, market or business conditions. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this report, and the Company undertakes no obligation to update publicly or revise any forward-looking information, except as required by applicable securities laws. For more information on the Company, investors should review the Company's continuous disclosure filings that are available at www.sedar.com.

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

Not applicable.

Item 7 Omitted Information:

No significant facts otherwise required to be disclosed in this report have been omitted.

Item 8 Executive Officer:

For further information, please contact:

Alan Ahlgren Chief Financial Officer 777 Hornby Street, Suite 600 Vancouver, British Columbia V6Z 1S4

Item 9 Date of Report:

August 17, 2021