Storm Exploration — Capital/Financing Update 2021

Mar 16, 2021

Form 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Reporting Issuer

Lithoquest Resources Inc. (the “ Company ”) 199 Norton Rd Salt Spring Island BC V8K 2P5

Item 2. Date of Material Change

March 5, 2021

Item 3. News Release

A news release was disseminated on March 5, 2021 through Accesswire Canada and subsequently filed on SEDAR.

Item 4. Summary of Material Changes

The Company closed a private placement financing raising $238,400 in gross proceeds intended to be used for working capital purposes.

Item 5. Full Description of Material Change

The Company closed a non-brokered private placement on March 5, 2021 (the “Offering”) issuing 2,980,000 units (the “Units”) at a price of $0.08 per Unit for aggregate gross proceeds of $238,400. Each Unit consisted of one common share of the Company and one full warrant (a “Warrant”) entitling the holder thereof to acquire an additional common share (the “Warrant Share”) of the Company at an exercise price of $0.12 per Warrant Share for a period of 24 months from the date of issuance.

The Shares acquired by the places and any Warrant Shares acquired through the exercise of Warrants, are subject to a hold period until July 6, 2021, in accordance with applicable Canadian securities legislation.

The proceeds of the Offering will be used for general working capital purposes.

Four related parties (as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)) participated in the Offering and acquired an aggregate of 347,500 Units. This portion of the Offering constituted a related party transaction for the purposes of TSX Venture Exchange Policy 5.9 and 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 transaction insofar as the transaction involved interested parties did not exceed 25% of the Company’s market capitalization.

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Item6. Item 7. Item 8. Item 9.	Reliance on subsection 7.1(2) of National Instrument 51-102
	Not applicable. Omitted Information Not applicable. Executive Officer For further information, please contact: Dwight Walker Chief Financial Officer Telephone: 416-567-2785 Date of Report March 15, 2021