Cassiar Gold Corp. — Capital/Financing Update 2021

Aug 20, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

Cassiar Gold Corp. (“ Cassiar ” or the “ Company ”) 1400, 850 – 2[nd] Street S.W. Calgary, Alberta T2P 0R8

2. Dates of Material Changes

August 13, 2021

3. News Release

A news release was disseminated through Newsfile on August 16, 2021.

4.

Summary of Material Change

The Company completed a non-brokered private placement offering (the “ Offering ”) of 520,927 flow-through units (“ Flow-Through Units ”) at a price of $0.60 per Flow-Through Unit and 5,312,360 premium flow-through units (“ Premium Flow Through Units ” at a price of $0.60 per Premium Flow Through Units. Gross proceeds raised under the Offering were $3,499,999.20.

5. Full Description of Material Change

5.1 Full Description of Material Change:

The Company completed a non-brokered private placement offering whereby the Company issued a total of 520,927 Flow-Through Units and 5,312,360 Premium Flow-Through Units for gross proceeds of $6.65 Million (the “ Offering ”).

Each Flow-Through Unit consisted of one common share (" Common Share ") issued on a “CEE flow-through” basis pursuant to the Income Tax Act (Canada) (“ CEE Share ”) and one CEE Share purchase warrant (“ FT Warrant ”) exercisable at a price of $0.675 for a period of 24 months following the closing date of the Offering. Each Premium Flow-Through Unit consisted of one CEE Share and one Common Share purchase warrant (“ Warrant ”) exercisable at a price of $0.675 for a period of 24 months following the closing date of the Offering.

The proceeds from the Offering will be used for the ongoing exploration and drilling programs at the Company’s flagship Cassiar Gold Project in northern British Columbia.

In connection with the Offering, the Company paid finders' fees consisting of cash payments totaling $153,650.52 and 256,083 Warrants.

The securities issued pursuant to the Offering are subject to a four month hold period under applicable securities laws. The Offering is subject to final approval of the TSXV.

Stephen Letwin and Stephen Robertson (the “ Insider Placees ”), both directors of the Company, purchased a total of 350,000 Flow-Through Units under the Offering. These subscriptions constitute a “related party transaction” with the Company under applicable securities regulatory

rules and policies. The Insider Placees and their Common Share positions before and after completion of the Offering are as follows:

Insider Placee	Insider Placee	Number ofCommon	Number ofCommonShares	Number ofCommon	PercentageofCommon	Number ofCommonShares Owned	Percentage ofCommon SharesAfter the	Percentage ofCommon SharesAfter the
	sider Placee	Shares OwnedPrior to theOffering	Acquiredunder theOffering	SharesOwned Afterthe Offering	SharesAfter theOffering(1)	After theOffering(Diluted)	Offering(PartiallyDiluted)(2)
SteSteRob	phen Letwinphen	2,880,50715,000	333,33316,667	3,213,84031,667	5.34%0.05%	3,547,17346,667	5.37%0.07%
	ertson

Notes:

(1) Based on issued and outstanding Common Share on an undiluted basis after completion of the Offering. (2) Based on issued and outstanding Common Shares on a partially diluted basis taking into account the Warrant Shares issuable to the Insider Placee, but excluding Common Shares underlying other outstanding convertible securities of the Company.

The Insider Placees participated in the Offering in order to assist the Company in raising the required funds to pursue its business objectives and for investment purposes. The Insider Placee's subscription contributed $210,000 of gross proceeds to the Company under the Offering. The Insider Placees entered into subscription agreements with the Company that contains customary terms and in the same form that was entered into by other subscribers under the Offering.

The subscription for the Flow-Through Units by the Insider Placees constituted "related party transactions" within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 ") adopted in such policy. The Company has relied on the exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a)(1), respectively, of MI 61-101 in respect of related party participation in the Offering on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the subscription from the Insider Placees exceeded 25% of the Company's "market capitalization" (as calculated for the purposes of MI 61-101). This material change report is not being filed more than 21 days prior to closing the Offering as the details of the participation of the Insider Placees had not been confirmed at that time.

5.2 Disclosure for Restructuring Transactions:

Not applicable.

6. Reliance on subsection 7.1(2) of National Instrument 51-102:

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

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

Marco Roque, Chief Executive Officer Tel: +852 6691 6295

9. Date of Report

August 19, 2021.