E2Gold Inc. — Capital/Financing Update 2022

Mar 28, 2022

FORM 51-102F3 Material Change Report

MATERIAL CHANGE REPORT UNDER SECTION 7.1 OF NATIONAL INSTRUMENT NO. 51-102

Item 1. Reporting Issuer

E2Gold Inc. (the “Company”) 8 King Street East Suite 1700 Toronto, Ontario M5C 1B5

Item 2. Date of Material Change

A material change took place on March 16, 2022.

Item 3. Press Release

On March 17, 2022, a news release in respect of the material change as disseminated by the Company.

Item 4. Summary of Material Change

The Company announced that it had closed the first tranche of its previously announced private placement (the “Offering”) pursuant to which it issued an aggregate of 5,615,000 units (“Units”) at a price of $0.10 per Unit and 5,609,454 “flow-through” units (“FT Units”) at a price of $0.11 per FT Unit to raise aggregate gross proceeds of $1,178,540. Each Unit is comprised of one common share of the Company (a “Common Share”) and one-half Common Share purchase warrant (each whole such Common Share purchase warrant, a “Warrant”). Each FT Unit is comprised of one Common Share that qualifies as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada) (each, a “FT Share”) and one-half of one Warrant. Each whole Warrant is exercisable to acquire one additional Common Share (which shall not be a “flow-through” share) at a price of $0.20, for a period of 24 months from the date of issuance thereof.

Item 5. Full Description of Material Change

The material change is described in the Company's press release attached hereto as Schedule "A", which press release is incorporated by reference herein.

Pursuant to the Offering, Crescat Precious Metals Master Fund Ltd. and Crescat Global Macro Master Fund Ltd. (collectively, “Crescat”) subscribed for an aggregate of 2,000,000 Units at a price of $0.10 per Unit. Crescat is an insider of the Company. As of March 16, 2022 immediately prior to the closing of the Offering, Crescat held an aggregate of 10,922,966 Common Shares and no convertible securities, representing approximately 11.3% of the issued and outstanding Common Shares. Following the closing of the Offering, Crescat holds an aggregate of 12,922,966 Common Shares and convertible securities entitling Crescat to acquire an additional 1,000,000 Common Shares, representing approximately 11.9% of the issued and outstanding Common Shares

(and approximately 12.7% on a partially diluted basis assuming exercise of such convertible securities only).

The Offering was approved by the board of directors pursuant to directors’ resolutions dated March 2, 2022. The transaction is exempt from the formal valuation and minority shareholder approval requirements of applicable securities laws as at the time the financing was agreed to, neither the fair market value of the subject matter of, or the fair market value of the consideration for, the financing insofar as it involves interested parties, exceeded 25% of the Company’s market capitalization. The financing was completed to raise proceeds for mineral exploration and general corporate expenses of the Company. A material change report is being filed in connection with the insider participation in the financing less than 21 days in advance of closing of the financing, as the Company did not have prior confirmation of such participation. The private placement remains subject to final regulatory approval.

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

The report is not being filed on a confidential basis.

Item 7. Omitted Information

No information has been omitted.

Item 8. Executive Officer

Eric Owens

• Item 9. Date of Report

DATED at Toronto, in the Province of Ontario, this 28[th] day of March, 2022.

SCHEDULE "A"

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NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

E2GOLD ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT

TORONTO, ONTARIO – March 17, 2022 – E2Gold Inc. (TSXV: ETU, OTCQB:ETUGF) (the “ Company ” or “ E2 ”) is pleased to announce that it has closed the first tranche of its previously announced private placement (the “ Offering ”) pursuant to which it has issued an aggregate of 5,615,000 units (“ Units ”) at a price of $0.10 per Unit and 5,609,454 “flow-through” units (FT Units) at a price of $0.11 per FT unit to raise aggregate gross proceeds of $1,178,540. All securities issued and issuable in connection with the first tranche closing of the Offering are subject to a statutory hold period expiring on July 17, 2022.

Eric Owens, CEO and President, commented, “We are very happy with the continued support shown by our shareholders as evidenced by their participation in this financing”. Dr. Owens went on to add “We have just come off an exciting first-ever step-out drill program beneath the McKinnon Zone, and are busy developing our follow-up summer exploration program.”

The proceeds of the Offering will principally be earmarked for field exploration activities on the Company’s flagship Hawkins project in north central Ontario project in northwest Ontario, as well as for general corporate purposes.

Each Unit is comprised of one common share of the Company (a “ Common Share ”) and one-half Common Share purchase warrant (each whole such Common Share purchase warrant, a “ Warrant ”) upon the terms further detailed below. Each FT Unit is comprised of one Common Share that qualifies as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada) (each, a “ FT Share ”) and onehalf of one Warrant. Each whole Warrant is exercisable to acquire one additional Common Share (which shall not be a “flow-through” share) at a price of $0.20, for a period of 24 months from the date of issuance thereof.

An amount equal to the gross proceeds allocated to the sale of the FT Units will be used for expenditures which qualify as Canadian exploration expenses (“ CEE ”) and “flow-through mining expenditures” (within the meaning of the Income Tax Act (Canada)). The Company will renounce such CEE with an effective date of no later than December 31, 2022.

In connection with the Offering, the Company paid aggregate cash commissions of $28,944 and issued an aggregate of 278,400 finders’ warrants to eligible registrants, each such finders’ warrant entitling the holder thereof to acquire one Common Share at an exercise price of $0.20 for a period of two years from closing.

Insiders of E2 purchased an aggregate of 2,000,000 Units in connection with the Offering. The Offering and related matters remain subject to the final approval of the TSX Venture Exchange.

8 King Street East, Suite 1700│Toronto, ON, M5C 1B5│416-509-5385

For further information please contact:

Eric Owens Ellie Owens Chief Executive Officer President Tel. (416) 509-5385 Tel. 647-575-2888 Email: eric.owens@e2gold.ca Email: ellie.owens@e2gold.ca

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

Forward Looking Statements – Certain information set forth in this news release may contain forwardlooking statements that involve substantial known and unknown risks and uncertainties, including with respect to the receipt of final approval of the Offering by the TSXV. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of E2, including the timing and nature of all regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.