GT RESOURCES INC. — Capital/Financing Update 2023

Jan 4, 2023

FORM 51–102F3 MATERIAL CHANGE REPORT

ITEM #1

NAME & ADDRESS OF COMPANY

Palladium One Mining Inc. Suite 3704 – 88 Scott Street Toronto, ON, M5E 0A9

(the " Company ")

ITEM #2 DATE OF MATERIAL CHANGE

December 23, 2022

ITEM #3 NEWS RELEASE

A news release announcing the material change referred to in this report was disseminated on December 23, 2022 through Newsfile Corp., and filed under the Company's profile on SEDAR at www.sedar.com.

ITEM #4 SUMMARY OF MATERIAL CHANGE

On December 23, 2022, the Company closed its previously announced brokered and nonbrokered private placement financing for aggregate gross proceeds of approximately C$4.95 million (the " Offering ").

ITEM #5.1 FULL DESCRIPTION OF MATERIAL CHANGE

On December 23, 2022, the Company closed its previously announced brokered and non-brokered private placement financing for aggregate gross proceeds of approximately $4.95 million.

The Offering consisted of: (i) a brokered private placement with aggregate proceeds of $4,200,000 (the " Brokered Offering ") and (ii) a non-brokered private placement with aggregate proceeds of $750,000 (the " Non-Brokered Offering ").

Under the Brokered Offering, the Company issued 21,000,000 units (the " FT Units ") at a price of $0.20 per FT Unit. Each FT Unit consists of one common share in the capital of the Company (a " Common Share " and each Common Share comprising a FT Unit, a " FT Share ") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a " FT Warrant "). Each FT Share and FT Warrant will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the " Tax Act "). Each FT Warrant entitles the holder thereof to purchase one Common Share (a " Warrant Share ") at an exercise price of $0.20 per Warrant Share for a period of 36 months from the date of issuance thereof.

Under the Non-Brokered Offering, the Company issued 5,000,334 units (the " NB Units ") at a price of $0.15 per NB Unit. Each NB Unit consists of one Common Share (each, an " NB Share ") and one-half of one Common Share purchase warrant (each whole common share purchase warrant, an " NB Warrant "), and each NB Share and NB Warrant will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Tax Act. Each NB Warrant will entitle the holder thereof to purchase one Warrant Share at an exercise price of $0.20 Warrant Share for a period of 24 months from the date of issuance thereof.

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The Brokered Offering was completed through a syndicate of agents led by Echelon Wealth Partners Inc. together with Sprott Capital Partners LP and Research Capital Corporation (collectively, the " Agents "). As compensation, the Agents received an aggregate cash fee of $252,000, representing 6% of the gross proceeds raised under the Brokered Offering. Additionally, the Agents received an aggregate 1,260,000 non-transferable broker warrants (" Broker Warrants ") equal to 6.0% of the aggregate number of FT Units sold under the Brokered Offering. Each Broker Warrant entitles the holder thereof to acquire one unit of the Company (each, a " Broker Warrant Unit ") comprised of one Common Share and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a " Broker Unit Warrant ") at an exercise price of $0.14 per Broker Warrant Unit for a period of 24 months from the date of issuance thereof. Each Broker Unit Warrant entitles the holder to acquire one Warrant Share at an exercise price of $0.20 for a period of 36 months. No compensation was paid with respect to the NonBrokered Offering.

The gross proceeds from the Brokered Offering and Non-Brokered Offering are intended to be used to advance the Company's Ontario based, mineral exploration properties.

The Brokered Offering was completed pursuant to the listed issuer financing exemption available under Part 5A.2 National Instrument 45-106 – Prospectus Exemptions and the securities issued thereunder (other than the Broker Warrants) are not subject to any statutory hold periods. The Broker Warrants and all securities issued under the Non-Brokered Offering are subject to a hold period expiring four months and one day from the closing of Offering. The Offering is subject to final acceptance of the TSX Venture Exchange.

ITEM #5.2 DISCLOSURE FOR RESTRUCTURING TRANSACTIONS

Not applicable.

ITEM #6 RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51–102

Not applicable.

ITEM #7 OMITTED INFORMATION

Not applicable.

ITEM #8 EXECUTIVE OFFICER

The following executive officer of the Company is knowledgeable about this report and the material change disclosed herein:

Derrick Weyrauch President & Chief Executive Officer

Tel: 647-612-6466 Email: info@palladiumoneinc.com

ITEM #9 ITEM #9 DATE OF REPORT

January 3, 2023

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