E2Gold Inc. — Capital/Financing Update 2024

Dec 27, 2024

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 Tuesday December 17, 2024.

Item 3. Press Release
A news release in respect of the material change was disseminated on December 19, 2024.

Item 4. Summary of Material Change
The Company announced that it had closed a private placement to which it issued 5,000,000 common shares (“Common Shares”) priced at C$0.01 per Common Share for aggregate proceeds of $50,000.

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.

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 27th day of December 2024.

4928-5252-3272.1

---

SCHEDULE "A"

---

E2GOLD INC

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

E2GOLD CLOSES FIRST TRANCHES OF FINANCING

TORONTO, ONTARIO – December 18, 2024 – E2Gold Inc. (TSXV: ETU, OTCQB: ETUGF) (the “Company” or “E2”) announces that it has closed the first tranche of its previously announced private placement (the “Offering”) for proceeds of $50,000.

The financing consisted of the issuance of 5,000,000 Flow-Through shares priced at C$0.01. All securities issued and issuable pursuant to the Offering are subject to a statutory hold period expiring April 18, 2025. 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 the exploration of its Hawkins project.

Proceeds of the financing will be used for exploration activities currently underway on the Company's Hawkins project in northern Ontario, where the company is aiming to expand the footprint of its McKinnon Zone Inferred Resource.¹

The Offering constitutes a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

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 1.65 Au 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 forward-looking statements.