ValOre Metals Corp. — Capital/Financing Update 2022

Aug 23, 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 19, 2022

ITEM #3 NEWS RELEASE

News releases announcing the material changes referred to in this report was filed on SEDAR and disseminated on August 19, 2022.

ITEM #4 SUMMARY OF MATERIAL CHANGE

On August 19, 2022 the Company today announced the intent to complete a nonbrokered private placement financing (the “Offering) of up to 6,250,000 units (the "Units") at a price of CDN$0.40 per Unit (the “Offering Price”) for gross proceeds of up to CDN$2,500,000.

ITEM #5 FULL DESCRIPTION OF MATERIAL CHANGE

On August 19, 2022 the Company today announced the intent to complete a nonbrokered private placement financing (the “Offering) of up to 6,250,000 units (the "Units") at a price of CDN$0.40 per Unit (the “Offering Price”) for gross proceeds of up to CDN$2,500,000. 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 from the date of issuance.

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.

The Company may pay finder’s fees on a portion of the Offering, subject to compliance with the policies of the TSX Venture Exchange and applicable securities legislation.

Certain insiders of ValOre will acquire 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 would be 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.

The closing of the Offering is subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued pursuant to the Offering will be subject to a four-month hold period in accordance with applicable Canadian securities laws. There are no material facts or material changes regarding the Company that have not been generally disclosed.

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 23[th] day of August, 2022.