Windfall Geotek Inc. — Capital/Financing Update 2021

Jan 27, 2021

Form 51-102F3

MATERIAL CHANGE

Name and Address of Company

Windfall Geotek Inc. 7005 Boulevard Taschereau, #265 Brossard (Quebec) J4Z 1A7

Date of Material Change

January 20, 2021

Press Release

Windfall Geotek Inc. (the Company) issued a news release with respect to the material change described below as described in the press release issued on TheNewswire.ca on January 20, 2021.

Summary of Material Change

The Company issued a press release to announce the completion of financing for the issuance of 9,996,667 units at 6 cents comprised of one share and one warrant exercisable at 8 cents for 24 months. The total amount of the placement is $599,800.

Full description of Material Change

Windfall Geotek, a global leader in the use of Artificial Intelligence (AI) for digital exploration techniques since 2005, announced the closing of its non-brokered private placement by issuing 9,996,667 units at a price of $0.06 per share for gross proceeds of $599,800. Each Unit consists of one common share and one common share purchase warrant. Each full common share purchase warrant entitles the holder to purchase one common share at a price of $0.08 until January 20, 2023. Insiders of the Corporation has participated by purchasing 733,334 common shares. The net proceeds will be used for funding it’s R&D for the security application (Landmines), to complete Internal gold signatures in the Red Lake (end of January), Kirkland Lake and Timmins areas as well as new hiring for marketing expansion in Montreal and soon, at our new Toronto office.

Omitted information

No information has been omitted

Executive Officer

The following is the name and business telephone number of an executive officer of the Company who is knowledgeable about the material change and this report.

Michel Fontaine, CEO

Tel: 514-994-5843

January 26, 2021

WINDFALL GEOTEK ANNOUNCES AND CLOSES ITS NON-BROKERED PRIVATE PLACEMENT Brossard, Quebec / The Newswire / January 20, 2021 –

Windfall Geotek (“Corporation”) (TSX-V: WIN),(OTCQB: WINKF), a Canadian mining technology and services company, a global leader in the use of Artificial Intelligence (AI) for digital exploration techniques since 2005, announce the closing of its non-brokered private placement by issuing 9,996,667 units at a price of $0.06 per share for gross proceeds of $599,800. Each Unit consists of one common share and one common share purchase warrant. Each full common share purchase warrant entitles the holder to purchase one common share at a price of $0.08 until January 20, 2023. Insiders of the Corporation has participated by purchasing 733,334 common shares. The net proceeds will be used for funding it’s R&D for the security application (Landmines), to complete Internal gold signatures in the Red Lake (end of January), Kirkland Lake and Timmins areas as well as new hiring for marketing expansion in Montreal and soon, at our new Toronto office. All securities issued in the private placement are subject to a four-month hold period and to all necessary regulatory approvals, including the approval of the Exchange. About Windfall Geotek – Powered by Artificial Intelligence (AI) since 2005 Windfall Geotek (TSX-V: WIN) is the leader in the use of Artificial Intelligence (AI) and advanced knowledge-extraction techniques in Digital Exploration since 2005 in the mining sector. Windfall Geotek can count on a multidisciplinary team that includes professionals in geophysics, geology, Artificial Intelligence (AI), and mathematics. The Company's objective is to develop a new royalty stream by significantly enhancing and participating in the exploration success rate of its mining clients, and to continue to develop its security application.

For further information, please contact: Michel Fontaine President and CEO of Windfall Geotek Telephone: 514-994-5843 Email: michel@windfallgeotek.com Website: www.windfallgeotek.com

Additional information about the Company is available under Windfall Geotek’s profile on SEDAR at www.sedar.com. Neither the TSX Venture Exchange nor does its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.