FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

Teras Resources Inc. (the “ Company ”) 206, 6025 - 12^th Street SE, Calgary, AB T2H 1K1

2. Date of Material Change

March 5, 2020

3. News Release

A press release was disseminated on March 5, 2020 via Newsfilescorp.

4. Summary of Material Change

Teras announces increase to and closing of Unit Private Placement.

5. Full Description of Material Change

5.1. Full Description of Material Change

Teras Resources Inc. (“ Teras ” or the “ Company ”) (TRA.V) announces that it has increased the size of its previously announced non-brokered private placement of units (each a “ Unit ”). In addition, Teras announces that it has completed the closing of the private placement of Units, subject to final approval of the TSX Venture Exchange. Teras issued 10,232,380 Units at a price of $0.05 per Unit for gross proceeds of $511,619. Each Unit consists of one common share (a “ Common Share ”) and one Common Share purchase warrant (a “ Warrant ”). Each Warrant is exercisable into one Common Share at a price of $0.075 per share for a period of two years from the issuance of such Warrant. In addition, Teras issued 399,000 Broker warrants at a price of $0.075 for a period of one year and paid a finder’s fee of $19,950 CDN.

The majority of proceeds from the private placement will be reserved for positioning the Company for the next steps moving forward. The Company will provide an update to its shareholders in the near future as disclosed in the January 23rd, 2020 news release. One of the Company’s senior Officers subscribed to 2,000,000 units of the Placement. All securities issued in connection with the private placement are subject to a hold period that expires on July 05, 2020.

Subject to the approval of the TSX Venture Exchange, the Company has extended the dates of Warrants set to expire on April 17th, 2020 until April 17th, 2021 as well as Warrants set to expire August 01, 2020 until August 01, 2022.

Exemption From MI 61-101 And TSXV Policy 5.9

Of the 10,232,380 Units issued pursuant to the private placement, 2,000,000 Units were issued to one senior officer and a director of the Company (Joseph Carrabba, CEO: 2,000,000). Teras

CAN: 30366892.1

• 2 -

relied on section 5.5(b) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) as the exemption from the formal valuation requirements of MI 61-101 and TSX Venture Exchange Policy 5.9 in respect of the issuance of the Units to the officer and a director of Teras as the Units of Teras are not listed on a specified market. The Company relied on section 5.7(a) of MI 61-101 as the exemption from the minority approval requirements of MI 61-101 and TSX Venture Exchange Policy 5.9 in respect of the issuance of Units to the officer and a director of Teras as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Units issued to such officer and a director of Teras exceeded 25% of Teras’ market capitalization.

A written resolution of all of the directors of Teras dated effective January 20, 2020 approved the private placement. No special committee was established in connection with private placement, and no materially contrary view or abstention was expressed or made by any director in relation to the private placement.

This material change report filed in relation to the private placement was not filed at least 21 days prior to the issuance of the Units as contemplated by MI 61-101. Teras believes that this shorter period is reasonable and necessary in the circumstances as the completion of the private placement occurred shortly before the issuance of the news release and the filing of this material change report.

FORWARD-LOOKING INFORMATION: This material change report contains “forwardlooking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Generally, forward-looking information may be identified by the use of forwardlooking terminology such as “plans” or “planning”, “ expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. In particular, this material change report contains forward-looking information regarding: the potential use of proceeds of the financing, including using the proceeds for maintaining and advancing the Cahuilla project. This forward-looking information reflects the Company’s current beliefs and is based on information currently available to the Company and on assumptions the Company believes are reasonable. These assumptions include, but are not limited to: market acceptance of the use of proceeds for the financing; the actual results of exploration and development activities on the Company’s projects being equivalent to or better than estimated results in technical reports or prior exploration and development results; the results of technical studies and new geological models meeting management’s expectations; the Company’s future costs and expenses being based on historical costs and expenses, adjusted for inflation; the ability of the Company to obtain acceptable financing; continued market acceptance of the Company’s exploration programs and projects; consistent and favorable commodity prices; and regulatory and market acceptance of the Company’s geologic models. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: the early stage development of the Company and its projects; general business, economic, competitive, political and social uncertainties; commodity prices; the actual results of current exploration and development or operational activities; competition; changes in project parameters as plans continue to be refined; accidents and other risks inherent in the mining industry; lack of insurance; delay or failure to receive board or regulatory approvals; changes in legislation, including environmental legislation, affecting the Company; timing and availability of external financing on acceptable

CAN: 30366892.1

• 3 -

terms; conclusions of economic evaluations; and lack of qualified, skilled labour or loss of key individuals. A description of other assumptions used to develop such forward-looking information and a description of other risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company’s disclosure documents on the SEDAR website at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

5.2. Disclosure for Restructuring Transactions

Not Applicable.

6. Reliance on Section 7.1(2) or (3) of National Instrument 51-102

Not Applicable

7. Omitted Information

Not Applicable

8. Executive Officer

The name and business number of the executive officer of the Company who is knowledgeable about the material change and this report is:

Peter Leger – Director Telephone: (403) 262-8411

9. Date of Report

March 10, 2020

CAN: 30366892.1