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Precipitate Gold Corp. Capital/Financing Update 2021

Feb 3, 2021

46988_rns_2021-02-03_06461ca3-5e36-4ce7-9ec5-8af4ec27b98c.pdf

Capital/Financing Update

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Form 51-102F3 MATERIAL CHANGE REPORT

ITEM 1 Reporting Issuer

PRECIPITATE GOLD CORP. ("Precipitate” or the “Company") Suite 1020 – 625 Howe Street Vancouver, British Columbia V6C 2T6

ITEM 2 Date of Material Change January 29, 2021 ITEM 3 News Release A new release setting out information relating to the material change described herein was issued by the Company on January 29, 2021, disseminated through the facilities of Newsfile Corp. and filed on Sedar. ITEM 4 Summary of Material Change The Company announced that it granted stock options to certain of its directors, officers and consultants to purchase up to 2,690,000 common shares. Each option is exercisable to acquire one common share of Precipitate at a price of $0.21 until January 29, 2026. The options will vest in accordance with the Company’s stock option plan and are subject to TSX Venture Exchange acceptance.

ITEM 5 Full Description of Material Change

See the news release attached.

ITEM 6 Reliance on Subsection 7 . 1(2) or (3) of National Instrument 51-102

Not Applicable

ITEM 7 Omitted Information

Not Applicable ITEM 8 Executive Officer Jeffrey Wilson, President and CEO Tel: (604) 558-0335 ITEM 9 Date of Report

February 4, 2021

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TSX VENTURE: PRG | www.precipitategold.com 625 Howe Street, Suite 1020, Vancouver, BC, V6C 2T6 [email protected] Toll free: 855 558 0335 Direct: 604 558 0335

Precipitate Grants Incentive Stock Options

Vancouver, B.C. – January 29, 2021: Precipitate Gold Corporation (the “Company” or “Precipitate”) (TSXV: PRG) announces that it has granted stock options to certain of its directors, officers and consultants to purchase up to 2,690,000 common shares. Each option is exercisable to acquire one common share of Precipitate at a price of $0.21 until January 29, 2026. The options will vest in accordance with the Company’s stock option plan and are subject to TSX Venture Exchange acceptance.

About Precipitate Gold:

Precipitate Gold Corp. is a mineral exploration company focused on exploring and advancing its mineral property interests in the Pueblo Viejo Mining Camp and Tireo Gold Trend of the Dominican Republic. The Company is actively exploring its 100% owned Ponton and Juan de Herrera projects. The Company’s Pueblo Grande Project is subject to an Earn-In Agreement with Barrick Gold Corporation, whereby Barrick can earn a 70% interest by incurring US$10M within six years and producing a qualifying Prefeasibility Study. Precipitate is also actively evaluating additional high-impact property acquisitions with the potential to expand the Company's portfolio and increase shareholder value, in the Dominican Republic and other favourable jurisdictions.

Additional information can be viewed at the Company’s website www.precipitategold.com.

On Behalf of the Board of Directors of Precipitate Gold Corp.,

“Jeffrey Wilson” President & CEO

For further information, please contact:

Tel: 604-558-0335 Toll Free: 855-558-0335 [email protected]

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.