Edgewater Exploration Ltd. — Capital/Financing Update 2022

May 16, 2022

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

Electric Royalties Ltd. (the “ Company ”) 1400 – 1040 West Georgia Street Vancouver, British Columbia V6E 4H1

2. Date of Material Change

May 12, 2022

3. Press Release

The news release was issued and disseminated on May 12, 2022 on the System for Electronic Document Analysis and Retrieval (SEDAR) (www.sedar.com).

4. Summary of Material Change

On May 12, 2022, the Company announced that it closed its previously announced marketed public offering (the " Offering ") pursuant to which the Company issued 11,500,000 units of the Company (the " Units ") at a price of $0.30 per Unit (the " Offering Price ") for aggregate gross proceeds of $3,450,000.

5. Full Description of Material Change

5.1 Full Description of Material Change

On May 12, 2022, the Company announced that it closed the Offering pursuant to which the Company issued 11,500,000 Units at the Offering Price for aggregate gross proceeds of $3,450,000, including 1,500,000 Units issued at the Offering Price for gross proceeds of $450,000 in connection with the full exercise of the over-allotment option granted to the Agents (as defined below) under the Offering.

Each Unit is comprised of one common share in the capital of the Company (each a " Common Share ") and one Common Share purchase warrant (each a " Warrant "). Each Warrant can be exercised for one Common Share at an exercise price of $0.45 per Common Share for a period of 36 months following the closing of the Offering, subject to adjustments in certain circumstances.

Canaccord Genuity Corp. acted as the lead agent and sole bookrunner of the Offering, with PI Financial Corp. and Research Capital Corporation also acting as agents (collectively, the " Agents ").

The Offering was conducted pursuant to a prospectus supplement dated May 5, 2022 to the Company's short form base shelf prospectus dated February 28, 2022 filed with the securities commissions and other similar regulatory authorities in each of the provinces of Canada, except Quebec.

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In connection with the Offering, the Agents received an aggregate cash commission equal to 7% of the gross proceeds of the Offering. The Agents also received, as additional compensation, non-transferable compensation warrants exercisable to purchase up to 805,000 Common Shares each at the Offering Price, subject to adjustments in certain circumstances, for a period of 24 months following the closing of the Offering.

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

For further information, please contact Brendan Yurik, Chief Executive Officer at brendan.yurik@electricroyalties.com or by telephone at +1 (604) 364 3540.

9. Date of Report

May 16, 2022