Athabasca Minerals Inc. — Capital/Financing Update 2021

Dec 16, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 – Name and Address of Company:

Athabasca Minerals Inc. (the “ Corporation ” or “ AMI ”)

4409 94 Street NW Edmonton, AB T6E 6T7

Item 2 – Date of Material Change:

December 08, 2021

Item 3 – News Release:

The Corporation disseminated a news release through the facilities of NewsFile on December 01, 2021.

Item 4 – Summary of Material Change:

On December 01, 2021, the Corporation announced a non-brokered private placement (the “ Private Placement ”) of $1,475,000 based on the issuance of 7,375,000 common shares (the “ Common Shares ”) at a reserved price of $0.20 per Common Share. Final closing of the private placement occurred on December 08, 2021.

Item 5 – Full Description of Material Change

5.1 5.1 – Full Description of Material Change

The Private Placement, priced at $0.20/share, represented a fair market value based on the last closing price prior to the announcement of AMI, with no findersfee payable.

The Private Placement was supported by JMAC Resources Ltd. (“ JMAC ”) as the sole investor, Jonathan McCreary as the beneficial holder. Insider ownership of the Corporation’s Common Shares increased to 27.5% (from previously 22.5%) based on the contribution from Mr. McCreary. Mr. McCreary’s ownership has increased from 11.4% to 19.9%.

Proceeds from the Private Placement will be used to support the acquisition of sand assets in the United States (the “ Acquisition ”) as well as related closing costs.

JMAC, a Canadian entity owned by Jonathan McCreary, has subscribed for 7,375,000 Common Shares based on gross proceeds of $1,475,000 pursuant to the terms of a subscription agreement. Participation by JMAC in the Private

Placement was considered a “related party transaction” pursuant to the Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Corporation was exempt from the requirement to obtain a formal valuation or minority shareholder approval in connection with the insider participation in the Private Placement in reliance of sections 5.5(a) and 5.7(1)(a) of MI 61-101.

All securities issued in connection with the Private Placement will be subject to a statutory four-month and one-day hold period under applicable Canadian securities laws. The Private Placement remains subject to receipt of all necessary regulatory and other approvals and has received final approval from the TSX Venture Exchange under approval #578060, dated December 3, 2021. Any securities issued have not been and will not be registered under the United States Securities Act of 1993 , as amended (the “ U.S. Securities Act ”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S Securities Act and applicable state securities laws or an exemption from such registration is available.

Related Party Transaction

Pursuant to section 5.2 of MI 61-101, the Corporation is required to include the following in this Material Change Report:

• (a) A description of the transaction and its material terms

The Corporation announced the Private Placement of $1,475,000 based on the issuance of 7,375,000 Common Shares at a price of $0.20 per Common Share. The Corporation issued the following Common Shares to directors and/or insiders for gross proceeds as follows (the “ Insider Subscriptions ”):

NAME	COMMON SHARESPURCHASED	GROSS PROCEEDS TO THECORPORATION
JMAC Resources Ltd.	7,375,000	$1,475.00.00

(b) The purpose and business reasons for the transaction

Proceeds from the Private Placement will be used solely for the acquisition of sand assets in the United States as well as associated closing costs.

(c) The anticipated effect of the transaction on the Company’s business and affairs

The Corporation anticipates that this related party transaction will support the strategic growth and portfolio expansion of its sand division.

• (d) A description of (i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties, and (ii) the anticipated effect of the transaction on the percentage of securities of the Company, or of an affiliated entity of the Company, beneficially owned or controlled by each person referred to in subparagraph (i) for which there would be a material change in that percentage

As a result of the Insider Subscription, the Corporation does not anticipate any material change to the percentage of securities of the Corporation beneficially owned or controlled by the subscribing insider. Insider ownership of the Corporation’s Common Shares increased to 27.5% (from previously 22.5%) based on the contribution from Mr. McCreary. Mr. McCreary’s ownership has increased from 11.4% to 19.9%.

• (e) A discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the Company for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee

A special committee was established to oversee the details of the private placement, along with the corresponding acquisition. This committee was comprised of Donald Paulencu (Director), Neil Manning (Director), and Jeff Kowal (Board Advisor). The special committee, along with the board of directors did review several options for raising funds to support the acquisition, however, based on the terms of each option, it was determined that proceeding with JMAC as the sole subscriber was in the best interest of the Corporation and the Corporation’s shareholders. Jonathan McCreary abstained from all motions and/or resolutions brought before the board relating to the private placement.

• (f) A summary , in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction.

Not applicable. See Item (i) below.

• (g) Disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the Company that relates to the subject matter of or is otherwise relevant to the transaction (i) that has been made

in the 24 months before the date of this Material Change Report, and (ii) the existence of which is known, after reasonable inquiry, to the Company or to any director or senior officer of the Company

Not applicable.

• (h) The general nature and material terms of any agreement entered into by the Company, or a related party of the Company, with an interested party or a joint actor with an interested party, in connection with the transaction

The Corporation entered into a subscription agreement in respect of the Insiders Subscription pursuant to which the Corporation agreed to issue and sell Common Shares to the subscribing insider.

• (i) Disclosure of the formal valuation and minority approval exemptions, if any, on which the Company is relying under sections 5.5 and 5.7 of MI 61-101, respectively, and the facts supporting reliance on the exemptions

The Corporation has relied on the Exemption from Formal Valuation Requirement under section 5.5(a) of MI 61-101 and on the Exemption from Minority Approval Requirement under section 5.7(1)(a) of MI 61101 as, at the time the transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved interested parties, exceeded 25 per cent of the Corporation’s market capitalization.

As this Material Change Report is being filed less than 21 days before the closing of the Private Placement, the Corporation is required to explain why the shorter period is reasonable or necessary in the circumstances. In the view of the Corporation, such shorter time period was reasonable in the circumstances in order for the Corporation to avail itself of financing opportunities and complete the Private Placement in an expeditious manner.

5.2 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

Not applicable.

Item 8 – Executive Officer:

Mark Smith Chief Financial Officer Telephone: +1- 403-370-4457 Website: https://www.athabascaminerals.com Email: mark.smith@athabascaminerals.com

Item 9 – Date of Report:

This report is dated December 16, 2021.