Imperial Metals — Capital/Financing Update 2023

Sep 12, 2023

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Imperial Metals Corporation (the “ Company ”) Suite 200-580 Hornby Street Vancouver, BC V6C 3B6

Item 2. Date of Material Change

August 31, 2023

Item 3. News Release

A news release was disseminated through Globe Newswire on August 31, 2023, and subsequently filed under the Company’s profile on SEDAR.

Item 4. Summary of Material Change

The Company completed its previously announced non-brokered private placement of 7,000,000 common shares of the Company (“ Shares ”) at a price of $2.40 per Share for gross proceeds of $16,800,000 (collectively, the “ Private Placement ”).

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Company completed its previously announced Private Placement.

The proceeds from the Private Placement are intended to be used to fund the operation and development at the Company’s Red Chris mine and for general working capital purposes.

N. Murray Edwards purchased 3,500,000 Shares for an aggregate of $8.4 million and directors and officers of the Company purchased 753,000 Shares for an aggregate of $1.8 million. The participation of Mr. Edwards and the directors and officers of the Company (collectively, the " Interested Parties ") accounted for 60.8% of the proceeds from the Private Placement. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – P rotection of Minority Security Holders in Special Transactions (" MI 61-101 "). Notwithstanding the foregoing, the directors of the Company have determined that the Interested Parties’ participation in the Private Placement will be exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities to be issued under the Private Placement nor the consideration to be paid by the insiders will exceed 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to the closing of the Private Placement as the details of the participation of Interested Parties had not been confirmed at that time.

A 2% cash finder’s fee is payable on a portion of the Private Placement to certain parties other than Interested Parties.

All securities issued in connection with the Private Placement are subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. The Private Placement is subject to final acceptance of the Toronto Stock Exchange (the " TSX ").

The securities being offered under the Private Placement have not been, nor will they be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or under the applicable securities laws of any state in the United States (as defined in Regulation S under the U.S. Securities Act) and may not be offered or sold within the United States absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Interested Parties

Shareholdings of N. Murray Edwards – Control Person

Mr. Edwards purchased 3,500,000 Shares. Prior to the Private Placement, Mr. Edwards held 69,375,775 Shares, which represented approximately 44.80% of the issued and outstanding Shares of the Company. After giving effect to the Private Placement, Mr. Edwards beneficially owns and controls a total of 72,875,775 Shares, representing 45.02% of the issued and outstanding Shares of the Company on a nondiluted basis. In addition, Mr. Edwards beneficially owns and controls debentures convertible into 10,156,250 Shares, and 4,431,250 common share purchase warrants (the “ Warrants ”).

Shareholdings of Larry Moeller – Chairman

Mr. Moeller purchased 700,000 Shares. Prior to the Private Placement, Mr. Moeller held 4,914,438 Shares, which represented approximately 3.17% of the issued and outstanding Shares of the Company. After giving effect to the Private Placement, Mr. Moeller beneficially owns and controls a total of 5,614,438 Shares, representing 3.47% of the issued and outstanding Shares of the Company on a non-diluted basis. In addition, Mr. Moeller beneficially owns and controls debentures convertible into 625,000 Shares, and 187,500 Warrants.

Shareholdings of Pierre Lebel – Director

Mr. Lebel purchased 8,000 Shares. Prior to the Private Placement, Mr. Lebel held 207,224 Shares, which represented approximately 0.13% of the issued and outstanding Shares of the Company. After giving effect to the Private Placement, Mr. Lebel beneficially owns and controls a total of 215,224 Shares, representing 0.13% of the issued and outstanding Shares of the Company on a non-diluted basis. In addition, Mr. Lebel beneficially owns and controls 100,000 stock options (“ Options ”).

Shareholdings of Brian Kynoch – President and Director

Mr. Kynoch purchased 40,000 Shares. Prior to the Private Placement, Mr. Kynoch held 1,553,739 Shares, which represented approximately 1.00% of the issued and outstanding Shares of the Company. After giving effect to the Private Placement, Mr. Kynoch beneficially owns and controls a total of 1,593,739

Shares, representing 0.98% of the issued and outstanding Shares of the Company on a non-diluted basis. In addition, Mr. Kynoch beneficially owns and controls debentures convertible into 31,250 Shares and 400,000 Options.

Shareholdings of Carolyn Diane Anglin – Director

Ms. Anglin purchased 5,000 Shares. Prior to the Private Placement, Ms. Anglin held 22,461 Shares, which represented approximately 0.01% of the issued and outstanding Shares of the Company. After giving effect to the Private Placement, Ms. Anglin beneficially owns and controls a total of 27,461 Shares, representing 0.02% of the issued and outstanding Shares of the Company on a non-diluted basis. In addition, Ms. Anglin beneficially owns and controls 3,125 Warrants and 75,000 Options.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

Item 7. Omitted Information

There is no information of a material nature that has been omitted.

Item 8. Executive Officer

Darb S. Dhillon Chief Financial Officer 604.669.8959

Item 9. Date of Report

September 8, 2023