GT RESOURCES INC. — Capital/Financing Update 2021

Jan 22, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Corporation

Palladium One Mining Inc. (the " Company ") Suite 550 – 800 West Pender Stret Vancouver, BC V6C 2V6

Item 2. Date of Material Change

January 20, 2021

Item 3. News Release

News releases dated January 20, 2021 announcing the material change were disseminated through Newsfile Corp. and filed under the Company's profile on SEDAR at www.sedar.com.

Item 4. Summary of Material Change

On January 20, 2021, the Company announced that it had entered into an agreement (subsequently amended) with Sprott Capital Partners LP (the " Lead Underwriter "), on its own behalf and, if applicable, on behalf of a syndicate of underwriters (collectively with the Lead Underwriter, the " Underwriters "), pursuant to which the Underwriters have agreed to purchase for their own account or arrange substituted purchasers, on a bought deal basis, $15,009,000 of securities of the Company (the " Offering "). The Offering is expected to close on or about February 19, 2021 or such other date or dates as the Company and the Lead Underwriter may agree (the " Closing Date ") and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.

Item 5. Full Description of Material Change

The Company announced that it had entered into an agreement with the Lead Underwriter in relation to the Offering.

The Offering will consist of a combination of (i) 43,100,000 units of the Company (" Units ") at a price of $0.29 per Unit (the " Issue Price ") for gross proceeds of $12,499,000; (ii) 1,500,000 units of the Company issued on a flow-through basis (the " FT Units ") at a price of $0.34 per FT Unit (the " FT Issue Price ") for gross proceeds of $510,000, and (iii) 5,000,000 units of the Company issued on a charity flow-through basis (the " Charity FT Units ") at a price of $0.40 per Charity FT Unit (the " Charity FT Issue Price ") for gross proceeds of $2,000,000. The Units, FT Units and Charity Units shall be collectively referred to as the " Offered Securities ".

The Units will be offered pursuant to a short form prospectus in the each of the Provinces of Canada except Québec. The FT Units and Charity Units will be offered in a concurrent private placement, on a "bought deal" basis, pursuant to applicable prospectus exemptions and hold periods in such jurisdictions.

Each Unit will consist of one common share of the Company (a " Common Share ") and one-half of one common share purchase warrant (each whole warrant, a " Warrant "). Each FT Unit and Charity FT Unit will consist of one Common Share and one-half of one Warrant, each issued on a "flow through" basis under the Income Tax Act (Canada). Each Warrant will entitle the holder thereof to purchase one non flow-through Common Share (a " Warrant Share ") at an exercise price of $0.45 for a period of 24 months from the date of issuance thereof.

In connection with the Offering, the Underwriters will be entitled to a cash fee in an amount equal to 6% of the gross proceeds from the Offering. In addition, the Underwriters will receive warrants (the " Broker Warrants ") exercisable at any time prior to the date that is 24 months from the Closing Date to acquire that number of Common Shares which is equal to 6.0% of the number of Offered Securities sold under the Offering at an exercise price equal to the Issue Price. The Broker Warrants issued in connection with the FT Units and Charity FT Units will be subject to applicable hold periods.

An amount equal to the gross proceeds from the issuance of the FT Units and Charity FT Units will be used to incur, on the Company's directly or indirectly held properties in Ontario, Canadian exploration expenses that will qualify as "flow-through mining expenditures", as defined in subsection 127(9) of the Income Tax Act (Canada) and that will also qualify as "eligible Ontario exploration expenditures" within the meaning of subsection 103(4) of the Taxation Act, 2007 (Ontario) (collectively, the " Qualifying Expenditures "). The Qualifying Expenditures will be incurred on or before December 31, 2022 and will be renounced by the Corporation to the subscribers with an effective date no later than December 31, 2021 to the initial purchasers of the FT Units and Charity FT Units in an aggregate amount not less than the gross proceeds raised from the issue of the FT Units and Charity FT Units.

The net proceeds from the sale of Units will be used for exploration on the Company's platinumgroup-element copper nickel deposits in Finland, and for general corporate and working capital purposes.

A full description of the material change is further described in the Company's January 20, 2021 news releases, which are filed on SEDAR.

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

Not applicable.

Item 7. Omitted Information

None.

Item 8. Executive Officer

For further information, please contact:

Derrick Weyrauch President, Chief Executive Officer and Director Palladium One Mining Inc. Email: info@palladiumoneinc.com Telephone: 778-327-5799

Item 9. Date of Report

January 22, 2021