PJX Resources Inc. — Capital/Financing Update 2020

Sep 21, 2020

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER NATIONAL INSTRUMENT 51-102

Item 1. – Reporting Issuer:

PJX Resources Inc. 100 King Street West, Suite 5600 Toronto, Ontario M5X 1C9

Item 2. – Date of Material Change:

September 21, 2020

Item 3. – Press Release:

A news release with respect to the material change referred to in this report was issued through newswire services on September 21, 2020 and filed on the system for electronic document analysis and retrieval (SEDAR).

Item 4. – Summary of Material Change:

PJX Resources Inc. announced a non-brokered private placement (the “Offering”) of up to eight million units, with a 25% overallotment option at the discretion of the Company, through the issuance of Flow Through ("Flow Through Unit") and Non-flow Through Units (“Unit”) at a price of $0.15 per Flow Through Unit and $0.125 per Unit.

Item 5. – Full Description of Material Change:

PJX Resources Inc. announced, a non-brokered private placement (the “Offering”) of up to eight million units, with a 25% overallotment option at the discretion of the Company, through the issuance of Flow Through ("Flow Through Unit") and Non-flow Through Units (“Unit”) at a price of $0.15 per Flow Through Unit and $0.125 per Unit.

Each Flow-through Unit will consist of one common share to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (the "Flow-through Shares") and one common share purchase warrant. Each Unit will consist of one common share and one common share purchase warrant. Each warrant, whether acquired as part of a Flow-through Unit or Unit, will entitle the holder to purchase one common share at an exercise price of $0.20 for 24 months following completion of the Offering.

The completion of the Offering may constitute a related party transaction within the meaning of Multilateral Instrument 61-101 (“MI 61-101”) as certain insiders of the company may participate in the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the offering by insiders will not exceed 25% of the market capitalization of the company, as determined in accordance with MI 61-101. The Company will also make the Offering available to subscribers who receive suitability advice from a registered investment dealer in accordance with applicable prospectus exemptions in certain Canadian jurisdictions. The Company confirms that there is no material fact or material change about the Company that has not been generally disclosed.

The Offering is expected to close on or before October 1, 2020. The Offering, and any modifications to it, is subject to compliance with applicable securities laws and to receipt of the approval and acceptance of the TSX Venture Exchange. The Company reserves the right to increase the size of the Offering or to modify the type, nature and/or price of the units for any reason. The securities issuable in connection with this Offering will be subject to a hold period in Canada which will run for four months from the date of the closing of the Offering. The Company may pay finders' fees in accordance with the policies of the TSX Venture Exchange.

The Company intends to use the net proceeds of the Offering for expenditures on its properties located in Cranbrook, British Columbia and for general working capital. The gross proceeds from the issuance of the Flow-through Shares shall be used to fund exploration expenditures on the Cranbrook Properties and will qualify as Canadian exploration expenses (as defined in the “ Income Tax Act (Canada)”).

Item 6. – Reliance on Section 7.1(2) or (3) of National Instrument 51-102:

N/A

Item 7. – Omitted Information:

N/A

Item 8. – Executive Officer:

Inquiries in respect of the material change referred to herein may be made to: Linda Brennan, Chief Financial Officer Telephone: (416) 799-9205 Email: lbrennan@pjxresources.com Website: www.pjxresources.com

Item 9. – Date of Report:

September 21, 2020