Metalero Mining Corp. — Capital/Financing Update 2021

Jun 22, 2021

Form 51-102F3 Material Change Report

Item 1 Name and Address of Company

Cortus Metals Inc. (the “Company” ) 10545 - 45 Avenue NW 250 Southridge, Suite 300 Edmonton, AB, T6H 4M9

Item 2 Date of Material Change June 14, 2021

Item 3 News Release

A news release was disseminated on June 16, 2021 through the facilities of Newsfile.

Item 4 Summary of Material Change

On June 14, 2021, the Company completed a non-brokered financing (the “ Financing ”) raising gross proceeds of $1,275,099.90 through the sale of 8,500,666 units at a price of $0.15 per unit (each a “ Unit ”).

Item 5 Full Description of Material Change

On June 14, 2021, the Company completed a non-brokered financing (the “ Financing ”) raising gross proceeds of $1,275,099.90 through the sale of 8,500,666 units at a price of $0.15 per unit (each a “ Unit ”). Each Unit comprised one common share and one half of one share purchase warrant (each whole warrant, a “ Warrant ”), Each Warrant entitles the holder to acquire a further common share at a price of $0.25 per share until June 14, 2023.

The Warrants are subject to an accelerated expiry provision such that, if the closing price of the Company's common shares is equal to or greater than $0.30 for a period of five consecutive trading days (at any time at or following the expiry of the four months resale restriction period), the Company may, by notice to the warrant holder in writing or via press release, reduce the remaining exercise period applicable to the Warrants to not less than 30 days from the date of such notice.

Aggregate finder’s fees of $49,458.48 in cash and 309,723 in finder’s warrants, bearing the same terms as the Warrants, were paid to registered dealers in connection with the Financing.

The proceeds from the Financing will be used primarily for exploration and development costs on the Company’s mineral properties, including those properties to be acquired following its acquisition of Intermont Resources LLC ( “ Intermont ”), the repayment of short term debt of Intermont in the approximate amount of $98,160 and general working capital. The securities issued pursuant to the Financing bear a four month hold period expiring on October 15, 2021.

One insiders of the Company, CEO, Sean Mager, participated indirectly in the Placement through 859053 Alberta Ltd., acquiring an aggregate of 500,000 Units with an aggregate cost of $75,000 on the same basis as other subscribers (the “Insider Participation”).

As Mr. Mager is a director and the CEO of the Company, he is a “related party” to the Company within the meaning of Multilateral Instrument 61-101Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As such, the Insider Participation, constitutes a "related party transaction" within the meaning of MI 61-101.

Prior to the Insider Participation, Mr. Mager held 1,200,000 common shares of the Company, Mr. Beltgens and Mr. Greig each held 400,000 common shares of the Company and Mr. Yaseniuk held 800,000 common shares of the Company. The Insider Participation did not materially impact the ownership interest of Mssrs. Mager, Greig, Beltgens and Yaseniuk in the Company and represented less than 1% of the issued and outstanding shares of the Company.

Other than the subscription agreements between Mr. Mager and the Company relating to the Financing, the Company has not entered into any agreement with an interested party or a joint actor with an interested party in connection with the Financing.

The board of directors approved the Financing. There are no prior valuations in respect of the Company or the Financing and neither the board of the Company nor its officers are aware of the existence of any such valuation.

The Company is relying on exemptions from the formal valuation and minority approval requirements under MI 61-101. The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the Financing in so far as the Financing involved interested parties did not exceed 25% of the Company's market capitalization.

The material change report in connection with the Financing was not filed 21 days in advance of the closing of the Financing for the purposes of Section 5.2(2) of MI 61-101 on the basis that the subscriptions under the Financing were not available to the Company until shortly before the closing

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

This Report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8 Executive Officer

Sean Mager is knowledgeable about the material change and the Report and may be contacted (780) 437.6624.

Item 9 Date of Report June 21, 2021