Artemis Gold Inc. — Capital/Financing Update 2021

May 20, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Artemis Gold Inc. (“ Artemis ” or the “ Company ”) Suite 3083, Three Bentall Centre 595 Burrard Street, P.O. Box 49298 Vancouver, BC V7X 1L3

Item 2: Dates of Material Change

May 10, 2021 and May 19, 2021

Item 3: News Release

A news release was disseminated on May 10, 2021 through the facilities of GlobeNewswire Inc., and a news release was disseminated on May 19, 2021 through the facilities of Canada Newswire. Copies of both have been filed under Artemis’ profile on SEDAR.

Item 4: Summary of Material Change

On May 10, 2021, Artemis announced that it had entered into an agreement with a syndicate of underwriters co-led by National Bank Financial Inc. and BMO Nesbitt Burns Inc. (collectively, the “ Underwriters ”) under which the Underwriters agreed to buy on a bought deal basis 16,394,000 common shares of the Company (the “ Common Shares ”), at a price of $6.10 per Common Share (the “ Offering Price ”) for gross proceeds of approximately $100,003,400 (the “ Bought Deal Offering ”).

The Company also announced that it was undertaking a non-brokered private placement (the “ Non-Brokered Offering ” and together with the Bought Deal Offering, the “ Offering ”) whereby up to 9,200,000 Common Shares will be issued to insiders of the Company and to a president’s list, at the Offering Price, for gross proceeds of up to $56,120,000.

On May 19, 2021, Artemis announced that it had closed the Bought Deal Offering via the issuance of 18,853,1000 Common Shares at the Offering Price for aggregate gross proceeds of $115,003,910, which included the exercise of the full amount of the over-allotment option of 2,459,100 Common Shares.

Item 5: Full Description of Material Change

5.1 Full Description of Material Change

On May 10, 2021, Artemis announced that it had entered into an agreement with a syndicate of underwriters co-led by National Bank Financial Inc. and BMO Nesbitt Burns Inc. under which the Underwriters agreed to buy on a bought deal basis 16,394,000 Common Shares, at a price of $6.10 per Common Share for gross proceeds of approximately $100,003,400.

The Company also announced that it was undertaking a non-brokered private placement whereby up to 9,200,000 Common Shares will be issued to insiders of the Company and to a president’s list, at the Offering Price, for gross proceeds of up to $56,120,000.

In respect of the Bought Deal Offering, the Company had granted the Underwriters an option, exercisable at the Offering Price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Bought Deal Offering to cover over-allotments, if any.

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On May 19, 2021, Artemis announced that it had closed the Bought Deal Offering via the issuance of 18,853,1000 Common Shares at the Offering Price for aggregate gross proceeds of $115,003,910, which included the exercise of the full amount of the over-allotment option of 2,459,100 Common Shares.

National Bank Financial Inc. and BMO Nesbitt Burns Inc. were the co-lead underwriters of the Bought Deal Offering in a syndicate that included Canaccord Genuity Corp., PI Financial Corp., Cormark Securities Inc., Haywood Securities Inc., Stifel Nicolaus Canada Inc. and Paradigm Capital Inc.

The Common Shares issuable under the Bought Deal Offering were offered pursuant to a prospectus supplement dated May 12, 2021 (the “ Supplement ”) to the Company’s base shelf prospectus dated January 12, 2021. The terms of the Bought Deal Offering were described in the Supplement which was filed with the securities regulators in each of the provinces and territories of Canada. The Bought Deal Offering was conducted in each of the provinces and territories of Canada, other than Quebec, pursuant to the Supplement, and in the United Sates by way of a private placement.

The Non-Brokered Offering is expected to close on or before May 31, 2021. Closing of the Non-Brokered Offering is subject to certain conditions, including but not limited to, the Company receiving the approval of the TSX Venture Exchange.

The net proceeds of the Offering will be used by Artemis to make its final cash acquisition payment to New Gold Inc. (“ New Gold ”) pursuant to an asset purchase agreement dated June 9, 2020 between Artemis and New Gold, to fund permitting and development costs for the Company’s Blackwater Gold Project and for general corporate purposes.

5.2 Disclosure of Restructuring Transactions

Not applicable

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

Not applicable

Item 7: Omitted Information

Not applicable

Item 8: Executive Officer

The following executive officer of the Company is knowledgeable about the material change disclosed in this report and may be contacted as follows:

Chris Batalha, Chief Financial Officer Telephone: (604) 558-1107

Item 9:

Date of Report

May 20, 2021

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