E2Gold Inc. — Capital/Financing Update 2023

Jun 8, 2023

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 EastSuite 1700Toronto, OntarioM5C 1B5
Item 2.	Date of Material Change
	A material change took place onJune 6, 2023.
Item 3.	Press Release
	On June 7, 2023, a news release in respect of the material change asdisseminatedby the Company.
Item 4.	Summary of Material Change
	The Company announced that it had closed aprivate placement (the "Offering")pursuant to which it issued an aggregate of 2,896,271units ("Units") at a price of$0.035per Unit to raise aggregate gross proceeds of approximately $101,369.Each Unit is comprised of one common share of the Company (a "CommonShare") and oneCommon Share purchase warrant (a "Warrant"). Each wholeWarrant is exercisable to acquire one additional Common Share at a price of$0.07, for a period of 24 months fromthe date of issuance thereof.
Item 5.	Full Description of Material Change
	The material change is described in the Company's press release attached heretoas Schedule "A", which press release is incorporated by reference herein.
	Pursuant to the Offering, David Goodsubscribed for an aggregate of 1,428,571Units at a price of $0.035per Unit. Mr. Goodis an insider of the Company. Asof June 6, 2023immediately prior to the closing of the Offering, Mr. Goodheldan aggregate of 833,333Common Shares and convertible securitiesto acquire anadditional 2,303,571, representing less than 1% of the issued and outstandingCommon Shares(and approximately2% on a partially diluted basis assumingexercise of such convertible securities only). Following the closing of theOffering, Mr. Goodholds an aggregate of 2,261,904 Common Shares andconvertible securities entitling himto acquire an additional 3,732,142CommonShares, representing approximately1.4% of the issued and outstanding CommonShares (and approximately3.7% on a partially diluted basis assuming exercise ofsuch convertible securities only).

The Offering was approved by the board of directors pursuant to directors' resolutions dated June 5, 2023. 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 ofthe subject matter of, or the fair market value of the consideration for, thefinancing insofar as it involves interested parties, exceeded 25% of theCompany's market capitalization. The financing was completed to raise proceedsfor mineral exploration and general corporate expenses of the Company. Amaterial change report is being filed in connection with the insider participationin the financing less than 21 days in advance of closing of the financing, as theCompany did not have prior confirmation of such participation. The privateplacement 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
	th day of June, 2023.DATED at Toronto, in the Province of Ontario, this8

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

E2GOLD BEGINS 2023 FIELD WORK TO ADVANCE HAWKINS PROJECT TO DRILL READY STATUS

TORONTO, ONTARIO - June 7, 2023 - E2Gold Inc. (TSXV: ETU, OTCQB: ETUGF) has nearly completed Grid 3 mapping, bringing it to drill ready status. The Company has commenced its 2023 field exploration program on targets generated by soil geochemistry and geophysics in collaboration with regional artificial intelligence ("Al") and structural interpretation on the broader Hawkins Project.

Grid 3 is west of the McKinnon Zone, where geologists are examining several combined geophysical and soil anomalies. In addition to gold, many of these anomalies have the potential for copper-nickel discoveries (Figure 1).

Following this, the team will progress to more distal areas of the 80 km long project. Developing a pipeline of highly prospective areas for future drill programs is part of the Company's broader vision for Hawkins as a district scale play (see Figure 1).

Dr. Eric Owens, CEO, stated, "Hawkins is a large project with great potential and little surface exploration work beyond the McKinnon Zone. Because the property is covered by Boreal forest, we are using all available tools that modern technology can provide to "see though" the surface cover and delineate locations for future drilling."

The Company engaged Earthlabs (formally Goldspot) who conducted an Al analysis of all the compiled geological and geophysical data on the Hawkins Project. The study resulted in the identification of 23 "hot spots" with favorable geological signatures for gold. These areas will be the subject of surface mapping and sampling this summer (Figure 2).

E2Gold's own internal review of its detailed Airborne Magnetic Survey revealed two principal structural trends associated with the McKinnon Zone, as well as other trends which have led to new prospective areas (Figure 3).

Private Placement Closing

E2Gold is pleased to announce that it has increased and closed its previously announced non-brokered private placement (the "Offering") pursuant to which it has issued an aggregate of 2,896,271 units ("Units") at a price of $0.035 per Unit, to raise aggregate gross proceeds of approximately $101,369.

Each Unit is comprised of one common share of the Company (a "Common" Share") and one Common Share purchase warrant (a "Warrant"); with each whole Warrant exercisable to acquire one additional Common Share at a price of $0.07 for a period of 24 months from the date of issuance thereof.

Dr. David Good, Chairman of the Board, has subscribed for 1,428,571 Units in connection with the Offering. As Dr. Good is an insider of the Company, the Offering is a "related party transaction" under Multilateral Instrument 61-101 -Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as the Company is listed on the TSX Venture Exchange and neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves the related parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101).

All securities issued and issuable pursuant to the Offering are subject to a statutory hold period expiring October 7, 2023. The Offering remains subject to the final approval of the TSX Venture Exchange. The Company intends to apply the gross proceeds from the Offering towards payment of arm's length field personnel and field accommodations for part of its proposed summer exploration program.

Qualified Person: Eric Owens, Ph.D., P.Geo. acts as a Qualified Person for E2Gold, and has reviewed the content of this press release.

ABOUT E2GOLD INC.

E2Gold Inc. is a Canadian gold exploration company with a large flagship property, the 80 km long Hawkins Gold Project in north-central Ontario, about 140 km east of the Hemlo Gold Mine, and 75 km north of the Magino and Island Gold Mines. The property is anchored by the McKinnon Zone Inferred Resource of 6.2 Mt grading Au 1.65 g/t, for 328,800 ounces of gold.1 E2Gold is committed to increasing shareholder value through discoveries at Hawkins.

Note 1: NI 43-101 Technical Report and Updated Mineral Resource Estimate on Hawkins Gold Project, Ontario, by P&E Mining Consultants, effective date September 10, 2020.

For further information please contact:

Jeff Pritchard Investor Relations info@e2gold.ca +1 647 699 3340

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 forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of E2Gold, including with respect to the receipt 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 forwardlooking statements.