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Decade Resources Ltd. Capital/Financing Update 2021

Jun 7, 2021

46126_rns_2021-06-07_7f8ee3ac-cad9-47bb-b60e-ccc4b699548d.pdf

Capital/Financing Update

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Form 53-901.F Material Change Report

Under Section 85(1) of the Securities Act (British Columbia)

Form 27 Material Change Report

Under Section 118(1) of the Securities Act (Alberta)- Form 27

Item 1 Reporting Issuer

Decade Resources Ltd. (the "Company") 611 8[th] Street Stewart, B. C. V0T 1W0

  • Item 2 Date of Material Change

May 21 2021

  • Item 3 Press Release/Publication/Filing

Issued May 21th 2021 and distributed through the facilities of Canada Stockwatch and Market News.

  • Item 4 Financing Announced

  • Item 5 Full Description of Material Change

See attached press release.

  • Item 6 Reliance on Confidentiality Provisions of the Securities Acts

This report is not being filed on a confidential basis.

  • Item 7 Omitted Information

There are no significant facts required to be disclosed herein which have been omitted.

  • Item 8 Senior Officer

Contact: Randolph Kasum, Secretary Telephone: (250) 636-9283

Item 9 Statement of Senior Officer/Director

The foregoing accurately discloses the material change referred to herein.

‘Ed Kruchkowski’

Ed Kruchkowski, Director/CEO

DATED at Stewart, B.C., this 21th day May 2021 in connection with the Company’s May 21th, 2021, press release.

Decade Resources Ltd. 426 King Street Stewart, BC V0T 1W0

TSX.V Trading Symbol: DEC

NEWS RELEASE

May 21, 2021

DECADE ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF FLOW-THROUGH AND NON-FLOW-THROUGH UNITS

Stewart, BC – Decade Resources Ltd (“Decade” or the Company) is using its best efforts to complete a non-brokered private placement of flow-through and non-flow-through units to raise aggregate gross proceeds of up to $800,000.

The flow-through offering will comprise up to 5,714,286 flow-through units, at a price of seven cents per flow-through unit, for gross proceeds of up to $400,000. Each flow-through unit will comprise one flow-through common share and one transferable non-flow-through common share purchase warrant, with each warrant being exercisable for the purchase of one additional common share, at a price of ten cents per share, for a two-year period.

The offering of non-flow-through units will comprise up to 8,000,000 units, at a price of five cents per unit, for gross proceeds of up to $400,000. Each unit will comprise one common share and one transferable common share purchase warrant, each warrant being exercisable for the purchase of one additional common share, at a price of eight cents per share, for a two-year period.

The proceeds from the sale of the flow-through units will be expended on the company's properties located in British Columbia and the proceeds from the sale of non-flow-through units will be used for working capital purposes.

Certain directors and officers of the company may participate in the private placement. Any such participation would be considered to be a related party transaction as defined under Multilateral Instrument 61-101. The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any units issued to or the consideration paid by such persons will not exceed 25 per cent of the company's market capitalization. Finders' fees may be payable in connection with the private placement.

Decade Resources Ltd. is a Canadian based mineral exploration company actively seeking opportunities in the resource sector. Decade holds numerous properties at various stages of development and exploration from basic grass roots to advanced ones. Its properties and projects are all located in the “Golden Triangle” area of northern British Columbia. For a complete listing of the Company assets and developments, visit the Company website at www.decaderesources.ca which is presently being updated. For investor information please call 250-636-2264 or Gary Assaly at 604-377-7969.

ON BEHALF OF THE BOARD OF DECADE RESOURCES LTD.

“Ed Kruchkowski” Ed Kruchkowski, President

“Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.”

“This news release may contain forward–looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.”