US Copper Corp — Regulatory Filings 2021

Feb 8, 2021

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FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Crown Mining Corp. (the “ Company ”) 330 Zeller Dr. Kitchener, ON N2A 0B5

2. Date of Material Change

February 8, 2021

3. News Release

A press release disclosing the material change was released on February 8, 2021, through the facilities of Newsfile Corp.

4. Summary of Material Change

Company announced that it has completed a non-brokered private placement (the “ Private Placement ”) for aggregate gross proceeds of $500,000. The Private Placement involved the issuance of 5,000,000 units (“ Units ”) at a price of $0.10 per Unit for gross proceeds of $500,000. Each Unit consists of one common share in the capital stock the Company (a “Common Share” ) and one warrant. Each warrant will entitle the holder to purchase one Common Share for $0.15 at any time within 2 years after closing. All securities issued pursuant to this Private Placement will be subject to a four-month hold period.

5.1 Full Description of Material Change

The material change is fully described in the Company’s press release which is attached as Schedule “A” and is incorporated herein.

The following supplementary information is provided in accordance with Section 5.2 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”).

(a) a description of the transaction and its material terms:

Not applicable.

(b) the purpose and business reasons for the transaction:

The Company intends to use the proceeds of the Private Placement towards completing its proposed drill program in the first half of 2021 and for general working capital purposes.

(c) the anticipated effect of the transaction on the issuer’s business and affairs:

The completion of the Private Placement will allow the Company to complete the proposed drill program in the first half of 2021 at its Moonlight-Superior Project.

(d) a description of:

• (i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

Not applicable.

• (ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:

Not applicable.

• (e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

A resolution which was passed on January 5, 2021, by the board of directors of the Company approving the revised Private Placement.

• (f) A summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:

Not applicable.

• (g) disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction:

  • (i) that has been made in the 24 months before the date of the material change report:

Not applicable.

• (ii) the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:

Not applicable.

• (h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:

Not applicable.

• (i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61-101 respectively, and the facts supporting reliance on the exemptions:

Not applicable.

5.2 Disclosure for Restructuring Transactions

Not applicable.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

The report is not being filed on a confidential basis.

7. Omitted Information.

No significant facts have been omitted from this Material Change Report.

8. Executive Officer.

For further information, contact Stephen Dunn, President and CEO of the Company at (416) 3612827.

9. Date of Report.

This report is dated at Toronto, this 8[th] day of February, 2021.

CROWN MINING CORP.

Per: “Stephen Dunn” (Signed) Stephen Dunn, President and CEO

CROWN MINING COMPLETES $500,000 PRIVATE PLACEMENT

TORONTO, CANADA, February 8, 2021 – Crown Mining Corp., (“ Crown ” or the “ Company ”) ( TSX-V : CWM, FSE: C73) is pleased to announce that it has completed a nonbrokered private placement previously announced on January 6, 2021 (the “Private Placement” ) for aggregate gross proceeds of $500,000. The Private Placement involves the issuance of 5,000,000 units ( “Units” ) at a price of $0.10 per Unit. Each Unit consists of one common share in the capital stock the Company (a “Common Share” ) and one half of one warrant. Each whole warrant will entitle the holder to purchase one Common Share for $0.15 at any time within 2 years after closing, subject to an acceleration clause. All securities issued pursuant to this Private Placement will be subject to a four-month hold period.

The Company is continuing to design a drill program to test its high priority targets as outlined in its August 11, 2020 press release and intends to use the proceeds of the Private Placement towards completing this drill program in the first half of 2021 and for general working capital purposes.

About Crown Mining Corp.

Crown controls approximately 15 square miles of patented and unpatented federal mining claims in the Light’s Creek Copper District in Plumas County, NE California; essentially, the entire District. The District contains substantial copper (silver) sulfide and copper oxide resources in three deposits – Moonlight, Superior and Engels, as well as several partially tested and untested exploration targets.

The Superior and Engels Mines operated from about 1915-1930 producing over 161 million pounds of copper from over 4 million tons of rock containing 2.2% copper with silver and gold credits.

The Moonlight Deposit was discovered and drilled by Placer Amex during the 1960’s. Details of the resources on Crown’s property and the parameters used to calculate them can be found in the "Technical Report and Preliminary Economic Assessment for the Moonlight Deposit, MoonlightSuperior Copper Project, California, USA" dated April 12, 2018 on both the company’s website at www.crownminingcorp.com or on www.sedar.com under the Crown Mining Corp profile.

Mr. George Cole is the Qualified Person pursuant to NI 43-101 responsible for the technical information contained in this news release, and he has reviewed and approved this news release.

For Further Information Contact:

Mr. Stephen Dunn, President, CEO and Director, Crown Mining Corporation (416) 361-2827 or email info@crownminingcorp.com.

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

This press release contains forward-looking statements within the meaning of applicable Canadian and U.S. securities laws and regulations, including statements regarding the future activities of the Company. Forwardlooking statements reflect the current beliefs and expectations of management and are identified by the use of words

including “will”, “anticipates”, “expected to”, “plans”, “planned” and other similar words. Actual results may differ significantly. The achievement of the results expressed in forward-looking statements is subject to a number of risks, including those described in the Company’s management discussion and analysis as filed with the Canadian securities regulatory authorities which are available at www.sedar.com. Investors are cautioned not to place undue reliance upon forward-looking statements.

This news release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The common shares will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.