Focus Graphite : Material Change Report

FOCUS GRAPHITE INC.

945 Princess Street Kingston, ON K7L 0E9

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

The name of the reporting issuer is Focus Graphite Inc. (the "Issuer" or "Focus Graphite"). Its head office is located at 945 Princess Street, Kingston, Ontario K7L 0E9.

Item 2. Date of Material Change

The material change occurred on April 14, 2022.

Item 3. News Release

The Issuer disseminated a news release via ACCESSWIRE on April 14, 2022 and filed the news releases on SEDAR on April 18, 2022.

Item 4. Summary of Material Changes

On April 14, 2022, the Issuer announced that at the upcoming annual and special shareholder meeting of May 19, 2022, the shareholders will be asked to consider, and if deemed appropriate, pass a special resolution approving an amendment to the Company's articles to consolidate the issued and outstanding common shares of the Company on the basis of one (1) post-consolidation common share for every ten (10) pre-consolidation common shares outstanding.

Item 5. Full Description of Material Changes

On April 14, 2022, the Issuer announced that at the upcoming annual and special shareholder meeting of May 19, 2022, the shareholders will be asked to consider, and if deemed appropriate, pass a special resolution approving an amendment to the Company's articles to consolidate the issued and outstanding common shares of the Company on the basis of one (1) post-consolidation common share for every ten (10) pre-consolidation common shares outstanding (the "Consolidation").

There are currently 551,663,902 common shares issued and outstanding. post-Consolidation there will be approximately 55,166,390 common shares issued and outstanding.

No fractional common shares of the Company will be issued if, as a result of the Consolidation, a registered shareholder would otherwise be entitled to a fractional share. Instead, the Company will round any fractional shares resulting from the Consolidation in the following manner: a registered shareholders holding 0.50 or more fractional shares will be rounded up to the nearest whole share, and a registered shareholder holding less than 0.50 of a fractional share will be rounded down to the nearest whole share.

The Consolidation will affect all Shareholders uniformly and will not affect any Shareholders' percentage interest in the Company, except to the extent that the Consolidation would otherwise result in a Shareholder owning a fractional share. In addition, the Consolidation will not affect any Shareholder's proportionate voting rights, subject to the treatment of fractional shares described above.

The Consolidation is subject to shareholder and TSXV approval and the effective date of the Consolidation will be announced once all approvals have been received. No name change will be made in conjunction with the Consolidation.

Items 6 and 7. Reliance on Subsection 7.1(2) of National Instrument 51-102 and Omitted Information

The Issuer is not relying on sub-section 7.1(2) of National Instrument 51-102 or the equivalent provisions of the securities legislation in other jurisdictions governing the Issuer for the filing of this report nor is any information being omitted in reliance thereon.

Item 8. Executive Officers

For further information, please contact:

Kimberly Darlington Communications, Focus Graphite [e-mail]

Judith T. Mazvihwa-Maclean CFO, Focus Graphite [e-mail][phone]

Item 9. Date of Report

Dated at this 20th day of April, 2022.