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Total Metals Corporation Capital/Financing Update 2021

Mar 16, 2021

44200_rns_2021-03-16_9c782581-2379-4cb1-b489-034338115a1b.pdf

Capital/Financing Update

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FORM 51‐102F3 MATERIAL CHANGE REPORT

ITEM 1 Name and Address of Company:

Brigadier Gold Limited (the “ Company ”) Suite 300, Bellevue Centre 235 – 15th Street West Vancouver, BC, V7T 2X1 Canada

ITEM 2 Date of Material Change:

March 16, 2021

ITEM 3 News Release:

A news release dated March 16, 2021 was distributed and subsequently filed on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

ITEM 4 Summary of Material Change:

On March 16, 2021, the Company closed a non‐brokered private placement for gross proceeds of CDN$1,000,000 through the issuance of 5,000,000 units in the capital of the Company (each a “ Unit ” and together, the “ Units ”) at a subscription price of CDN$0.20 per Unit.

ITEM 5 Full Description of Material Change:

5.1 – Full Description of Material Change:

On March 16, 2021, the Company closed a non‐brokered private placement (the “ Offering ”) for gross proceeds of CDN$1,000,000 through the issuance of 5,000,000 Units at a subscription price of CDN$0.20 per Unit.

Each Unit was comprised of one (1) common share in the capital of the Company (each a " Common Share ") and one (1) non‐transferable Common Share purchase warrant (each, a “ Warrant ”). Each Warrant entitles the holder to purchase one (1) Common Share until March 16, 2022 at an exercise price of CDN$0.30 per Common Share.

In connection with the Offering, the Company paid a total of CDN$42,840 in cash finder’s fees and issued 214,200 finder’s warrants (each a “ Finder’s Warrant ”), to qualified non‐related parties, in accordance with the policies of the TSX Venture Exchange (the “ Exchange ”). Each Finder’s Warrant entitles the holder to purchase one Common Share for CDN$0.30 until March 16, 2022.

All securities issued under the Offering, including securities issuable on exercise thereof, are subject to a hold period expiring July 17, 2021, in accordance with the rules and policies of the Exchange and applicable Canadian securities laws.

Proceeds from the Offering will be used to fund exploration at the Company’s Picachos and Killalla Lake properties, corporate marketing campaigns and general working capital purposes.

5.2 – Disclosure for Restructuring Transactions:

Not applicable.

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:

Further information relating to this Material Change Report may be obtained from:

Leah Hodges, Corporate Secretary Telephone: (604) 377‐0403

ITEM 9 Date of Report:

DATED as of March 16, 2021.