1844 Resources Inc. — Capital/Financing Update 2022

Jan 6, 2022

Form 51–102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company 1844 Resources Inc. (the “ Company ”) Suite 602, 224 - 4th Avenue South Saskatoon, Saskatchewan S7K 5M5

Item 2. Date of Material Change December 30, 2021 Item 3. News Release News Release dated December 30, 2021 was disseminated via Globenewswire and subsequently filed on SEDAR.

Item 4. Summary of Material Change The Company has closed its previously announced private placement for gross proceeds of $146,900.

Item 5. Full Description of Material Change 5.1 Full Description of Material Change

The Company announced has closed its non-brokered private placement (the “ Private Placement ”) of 2,260,000 units (the “ Units ”) at a price of $0.065 per Unit for gross proceeds of $146,900.

Each Unit is comprised of one common share in the capital of the Company (each, a “ Share ”) and one-half of one non-transferable share purchase warrant (each, a “ Warrant ”). Each whole Warrant will entitle the holder to purchase one additional Share in the capital of the Company (each, a “ Warrant Share ”) for a period of 18 months from the closing date at an exercise price of $0.075 per Warrant Share.

Certain insiders of the Company participated in the offering and subscribed for 1,200,000 Units in the aggregate, which constitute “related party transactions” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Company’s President has subscribed for 1,000,000 Units, financing his subscription with an arranged sale through the facilities of the TSX Venture Exchange (Gypsy Swap). Such participation is exempt from the formal valuation and minority shareholder

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approval requirements of MI 61-101 as neither the fair market value of the Units acquired by the insider, nor the consideration for the Units paid by such insider, exceed 25 per cent of the Company's market capitalization.

The Company intends to use the proceeds from the Private Placement for administrative and other general working capital. No finder’s fees were paid in connection with the Private Placement.

The Private Placement was conducted under available exemptions from the prospectus requirements of applicable securities legislation and is subject to all necessary regulatory approvals, including acceptance from the TSX-V. All securities issued pursuant to the Private Placement, and the shares that may be issuable on exercise of the Warrants, are subject to a statutory hold period expiring on May 1, 2022.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51–102

Not applicable.

Item 7. Omitted Information

None.

Item 8. Executive Officers

The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:

Sylvain Laberge President and Chief Executive Officer 514-702-9841

Item 9. Date of Report

January 6, 2022