ValOre Metals Corp. — Capital/Financing Update 2022

Sep 1, 2022

FORM 51–102F3 MATERIAL CHANGE REPORT

ITEM #1 NAME & ADDRESS OF COMPANY

ValOre Metals Corp. 1020-800 West Pender Street Vancouver, BC V6C 2V6

(the “ Company ”)

ITEM #2 DATE OF MATERIAL CHANGE

August 30, 2022

ITEM #3 NEWS RELEASE

News releases announcing the material changes referred to in this report was filed on SEDAR and disseminated on August 30, 2022.

ITEM #4 SUMMARY OF MATERIAL CHANGE

On August 30, 2022 the Company announced the closing of the non-brokered private placement financing (the “Offering”) disclosed on August 19, 2022. ValOre issued 7,440,000 units (“Units”) at a price of $0.40 per Unit for gross proceeds of $2,976,000.

ITEM #5 FULL DESCRIPTION OF MATERIAL CHANGE

On August 30, 2022 the Company announced the closing of the non-brokered private placement financing (the “Offering”) disclosed on August 19, 2022. ValOre issued 7,440,000 units (“Units”) at a price of $0.40 per Unit for gross proceeds of $2,976,000. Each Unit will consist of one common share (a “ Share ”) in the capital of ValOre and one-half of one non-transferable common share purchase warrant (each whole common share purchase warrant being a “ Warrant ”). Each Warrant will be exercisable to acquire one Share at a price of CDN$0.60 per Share for a period of 24 months, expiring August 30, 2024.

ValOre intends to use the net proceeds raised from the Offering for additional exploration work on ValOre’s Angilak Property uranium project in Nunavut Territory, Canada and the Company’s Pedra Branca palladium platinum project in Brazil, as well as for general working capital.

All securities issued under this placement are subject to TSXV and securities regulatory legends expiring on December 31, 2022. Finders’ fees of $3,840 and 9,600 Warrants were issued to various finders under the Placement. The finders’ warrants have the same terms and conditions as the Warrants issued to the subscribers under the Placement.

Certain insiders of ValOre acquired Units in the Offering. Any participation by insiders in the Offering constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) . However, the Company expects such insider participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would not exceed 25% of the Company's market capitalization.

ITEM # 6 RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51– 102

N/A

ITEM #7 OMITTED INFORMATION

N/A

ITEM #8 EXECUTIVE OFFICER

The following executive officer of the Company is knowledgeable about this report and the material change disclosed herein:

James Paterson Chief Executive Officer Tel: (604) 646-4527

ITEM #9 DATE OF REPORT

DATED at Vancouver, BC, this 31[st] day of August, 2022.