GT RESOURCES INC. — Capital/Financing Update 2021

Jan 26, 2021

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PALLADIUM ONE MINING INC.

TERM SHEET

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the applicable Canadian securities regulatory authorities. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the offered securities.

There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, the final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Date: January 20, 2021 Issuer: Palladium One Mining Inc. (the “ Company ”). Offering: C$12,515,000 offering of securities of the Company (the “Offering” ) consisting of a combination of:  34,500,000 units of the Company (the “ Units ”)($10,005,000);  1,500,000 units of the Company issued on a flow-through basis (the “ FT Units ”)($510,000); and  5,000,000 units of the Company issued on a flow-through basis (the “ Charity FT Units ”)($2,000,000).

Collectively the Units, FT Units and the Charity FT Units are referred to herein as the “ Offered Securities ”. Offering Price: $0.29 per Unit (the “ Issue Price ”); $0.34 per FT Unit (the “ FT Issue Price ”); and $0.40 per Charity FT Unit (the “ Charity FT Issue Price ”). Over-Allotment The Company will grant to the Underwriters an option to cover over-allotments and for market stabilization Option: purposes (the “ Over-Allotment Option ”) to purchase up to that number of additional Units which equal to 15% of the Units purchased in the Offering. The Over-Allotment Option will be exercisable in whole or in part, at any time and from time to time, for a period of 30 days from and including the Closing Date (as defined herein). Units: Each Unit will be comprised 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 be comprised of one Common Share issued on a “flow through” basis under the Income Tax Act (Canada) and one-half of one Warrant. Warrants: Each Warrant will entitle the holder to purchase one Common Share (a “ Warrant Share ”) at an exercise price of $0.45 for a period of 24 months from the date of issuance thereof. Offering Basis: The Units will be offered on a bought deal public offering (the “ Offering ”) by way of short-form prospectus to be filed in all of the Provinces of Canada other than Quebec, subject to a formal underwriting agreement with conventional termination provisions. The FT Units and Charity Units will be offered on a bought deal private placement basis pursuant to applicable prospectus exemptions. The Underwriters will endeavour to arrange for substituted purchasers of the Units, FT Units and Charity FT Units.

It is contemplated that the Charity FT Units will subsequently be resold or donated by certain subscribers under the Offering (the “ Resale Securities ”) to purchasers arranged by the Underwriters in accordance with exemptions pursuant to applicable securities laws.

The Underwriters will endeavour to arrange for substituted purchasers of the Units, FT Units and Resale Securities on a private placement basis to accredited investors (as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the " 1933 Act ")) pursuant to an exemption from the registration requirements of the 1933 Act, and. with the consent of the Company, to eligible investors in foreign jurisdictions (other than Canada and the United States) pursuant to applicable securities laws in such jurisdictions provided that a placement therein does not give rise to any registration or continuous disclosure obligations on the part of the Company.

The securities issued pursuant to the Offering are not, and will not be, registered under the 1933 Act. Accordingly, securities acquired by US buyers will be subject to additional restrictions on resale under the 1933 Act.

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Flow-Through Use of Proceeds and Tax Considerations:

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 Company 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.

In the event that the Company is unable to renounce the FT Issue Price and Charity FT Issue Price on or prior to December 31, 2021 for each FT Unit and Charity FT Unit purchased and/or if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will as sole recourse for such failure to renounce, indemnify each FT Unit and Charity FT Unit subscriber for the additional taxes payable by such subscriber to the extent permitted by the Income Tax Act (Canada) as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.

Use of Proceeds of The net proceeds from the sale of the Units will be used for exploration and general corporate and working Units: capital purposes.

Use of Proceeds of The gross proceeds from the sale of the FT Units and Charity FT Units will be used for Qualifying FT Units and Expenditures. Charity FT Units:

Hold Period: Pursuant to the National Instrument 45-102, Resale of Securities , and TSX Venture Exchange (the “ Exchange ”) Policy, the FT Units and Charity FT Units issued pursuant to the Offering shall be subject to a restricted resale period of four months and one day commencing on the Closing Date.

Underwriters: Sprott Capital Partners LP[1]

1. Lead Underwriter and sole bookrunner to receive 5% step-up fee

Underwriters’ Fee: On the Closing Date (as defined herein), the Company shall pay to the Underwriters a cash commission of 6% of the gross proceeds raised under the Offering (including in connection with the exercise of the OverAllotment Option). In addition, on the Closing Date, the Company shall issue to the Underwriters warrants of the Company (the “ Broker Warrants ”), exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of Common Shares which is equal to 6% of the number of Offered Securities sold under the Offering (including Offered Securities issued in connection with the exercise of the Over-Allotment Option) at an exercise price equal to the Offering Price.

Listing: The Common Shares are currently listed on the Exchange under the symbol “ PDM ”. The Company will make an application to the Exchange to list the Common Shares comprising part of the Offered Securities and the Warrant Shares, which listing must be conditionally approved prior to the Closing Date, subject only to customary listing conditions.

Eligibility: The Units shall be eligible for RRSPs, RRIFs, RDSPs, RESPs, TFSAs and DPSPs.

Closing: Closing will occur on or about February 18, 2021 (the “ Closing Date ”), or on such date as may be agreed upon by the Company and the Lead Underwriter.

US Legend The Company shall process requests to remove the U.S. Legend from certificates evidencing the Common Removal: Shares and the Warrant Shares held by U.S. Purchasers on the terms and conditions set out in the applicable U.S. private placement wrapper. The U.S. Purchasers shall bear any fees usually charged to shareholders by the Company’s transfer agent to remove U.S. legends but shall not be responsible for any fees or costs usually charged to the Company by the transfer agent or the Company’s legal counsel in connection therewith.