Xplore Resources — Regulatory Filings 2021

Mar 15, 2021

MATERIAL CHANGE REPORT

ITEM 1 Name and Address of Company:

Xplore Resources Corp. (the " Company " or " Xplore ") 181 Bay Street, Suite 4400 Toronto, ON M5J 2T3

ITEM 2 Date of Material Change:

March 5, 2021

ITEM 3 News Release:

March 3, 2021

ITEM 4 Summary of Material Change:

On February 4, 2021 the Company entered into a property option agreement (the “ Agreement ”) with Abitibi Royalties Inc. (“ Abitibi ”), providing the Company with the right to earn a 100% interest in the 1,750 Ha Upper Red Lake Gold Project located in the Red Lake Mining Division, Ontario. On March 2, 2021 the TSX Venture Exchange (“ TSXV ”) issued conditional approval, and on March 5, the Company issued 1,096,491 common shares to Abitibi pursuant to the terms of the Agreement.

ITEM 5 Full Description of Material Change:

Final acceptance from the TSXV is conditional upon the Company’s disclosure of the terms of the Agreement, all of which were set out in the Company’s news release dated March 3, 2021, as follows:

Under the terms of the Agreement, Xplore will earn a 100% interest in the Upper Red Lake Project by completing the following:

• The Company obtaining all necessary approvals from the TSXV; and

• Within 7 days of the TSXV approval date, the Company shall issue to Abitibi CDN$62,500 in common shares of the Company based on the daily volume weight averaged (the "VWAP") price of the Company's shares as reported by the TSX-V, for the 14-day period preceding execution of the Letter of Intent. Based on a VWAP of $0.057, the Company will issue Abitibi 1,096,491 shares, and;

• On or before the first anniversary date of signing the Agreement, the Company shall issue to Abitibi CDN$125,000 in common shares of the Company based on the VWAP price of the Company's shares as reported by the TSXV, for the 14-day period preceding either 1) execution of the anniversary date or 2) an accelerated date to be determined at the sole discretion of the Company; and

• On or before the second anniversary of signing the Agreement, the Company shall issue to Abitibi CDN$150,000 in common shares of the Company based

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on the VWAP price of the Company's shares as reported by the TSXV, for the 14-day period preceding either 1) execution of the anniversary date or 2) an accelerated date to be determined at the sole discretion of the Company; and

• The Company agrees to complete sufficient exploration work on the property to maintain the claims in good standing by incurring minimum exploration expenditures CDN$35,200 on or before October 7, 2022.

• On completing the share issuance obligations, the Company shall have earned a 100% interest in the Upper Red Lake minus a 1.5% net smelter return ("NSR") on any future metal production from the Upper Red Lake.

Wes Hanson, President and CEO of Xplore, stated, "The Birch-Uchi greenstone belt is seeing a surge in exploration activity as companies resume active exploration of a district with favourable geology and recent gold discoveries. Geological Survey of Canada (GSC) field programs in 1991 and 1992 returned gold in till anomalies along a 5 kilometer E-W trend along the southern portion of the Upper Red Lake Property. To the east, follow up gold in till results have confirmed the initial GSC results. We are currently considering options to advance the Upper Red Lake Project in 2021 to evaluate the geological potential of the property."

About Upper Red Lake Gold Project

The Upper Red Lake Gold Project consists of 12 contiguous mineral claims (1,750 Ha) located in the Birch-Uchi Greenstone Belt, within the Red Lake Mining Division of Ontario. The project, located approximately 60 kilometers ENE of Red Lake ON, is road accessible and largely lies along the NW boundary of Prosper Gold Corporations ("Prosper"), Golden Sidewalk Project. Prosper has identified several W to WNW trending anomalous gold trends within their land package, many of which to trend on to the Upper Red Lake claim package.

ITEM 6 Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102:

The report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

ITEM 7 Omitted Information:

No significant information has been omitted.

ITEM 8 Executive Officer:

Wes Hanson Chief Executive Officer Tel: 647-202-7686 Email: whanson@xploreresources.com

ITEM 9 Date of Report:

March 15, 2021