Element79 Gold Corp. — Capital/Financing Update 2022

Nov 15, 2022

Form 51-102F3 Material Change Report

Item 1 Name and Address of Company

Element79 Gold Corporation (the “ Company ”) 230 – 997 Seymour Street Vancouver, BC V6B 3M1

Item 2 Date of Material Change

October 26, 2022

Item 3 News Release

A news releases was issued and disseminated on October 26, 2022 and filed on SEDAR (www.sedar.com ) and with the CSE.

Item 4 Summary of Material Change

On October 26, 2022, the Company agreed to settle an aggregate of $387,336 of indebtedness of the Company with various creditors through the issuance of an aggregate of 2,672,483 common shares at a price of $0.115 per Common Share and 640,000 Common shares at $0.125 per Share.

Item 5 Full Description of Material Change

See attached news release at Schedule "A"

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

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

The following senior officer of the Company is knowledgeable about the material change and this report:

James C. Tworek, Chief Executive Officer Email: jt@element79gold.com Phone: 1 (604) 200-3608

Item 9 Date of Report

October 26, 2022

Schedule “A”

Element79 Gold Announces Shares for Debt Transaction

Vancouver, BC, October 26, 2022 – Element79 Gold Corp. (CSE:ELEM) (OTC:ELMGF) (FSE:7YS) (" Element79 Gold ", the " Company ") announces that it has agreed to settle an aggregate of $387,336 of indebtedness of the Company with various arm's length and non-arm's length creditors through the issuance of an ag-aggregate of 2,672,483 common shares ("Common Shares") at a price of $0.115 per Common Share and 640,000 Common shares at $0.125 per Share. The Common Shares issued pursuant to the debt settlement will be subject to a four month and one day hold period pursuant to applicable securities laws.

The shares for debt transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as insiders of the Company will receive 1,477,213 Common Shares of the Company in connection with the debt settlement. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the shares for debt transaction with the insider does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a ma-trial change report in respect of the related party transaction at least 21 days before the closing of the debt settlement, which the Company deems reasonable in the circumstances as the Company wishes to improve its financial position by reducing its existing liabilities.

About Element79 Gold

Element79 Gold is a mineral exploration company focused on the acquisition, exploration and development of mining properties for gold and associated metals. Element79 Gold has acquired its flagship Maverick Springs Project located in the famous gold mining district of northeastern Nevada, USA, between the Elko and White Pine Counties, where it has recently completed a 43-101-compliant, pit-constrained mineral resource estimate reflecting an Inferred resource of 3.71 million ounces of gold equivalent* “AuEq” at a grade of 0.92 g/t AuEq (0.34 g/t Au and 43.4 g/t Ag)) with an effective date of Oct. 7, 2021 (see news release January 31st, 2022, available on SEDAR). The acquisition of the Maverick Springs Project also included a portfolio of 15 properties along the Battle Mountain trend in Nevada, which the Company is analyzing for further merit of exploration, along with the potential for sale or spin-out. In British Columbia, Element79 Gold has executed a Letter of Intent to acquire a private company which holds the option to 100% interest of the Snowbird High-Grade Gold Project, which consists of 10 mineral claims located in Central British Columbia, approximately 20km west of Fort St. James. In Peru, Element79 Gold holds 100% interest in the past producing Lucero Mine, one of the highest-grade underground mines to be commercially mined in Peru's history, as well as the past producing Macha Cala Mine. The Company also has an option to acquire 100% interest in the Dale Property which consists of 90 unpatented mining claims located approximately 100 km southwest of Timmins, Ontario, Canada in the Timmins Mining Division, Dale Township. For more information about the Company, please visitwww.element79.goldor www.element79gold.com.

For corporate matters, please contact:

James C. Tworek, Chief Executive Officer

Email: jt@element79gold.com

For investor relations inquiries, please contact:

Investor Relations Department Phone: +1 (604) 200-3608

Email: investors@element79gold.com

Cautionary Note Regarding Forward Looking Statements

This press contains "forward-looking information" and "forward-looking statements" under applicable securities laws (collectively, "forward-looking statements"). These statements relate to future events or the Company’s future performance, business prospects or opportunities that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management made in light of management's experience and perception of historical trends, current conditions and expected future developments. Forward-looking statements include, but are not limited to, statements with respect to: the Company’s plans for its portfolio of mining projects and properties; the Company’s business strategy; repayment and pricing thereof of loan proceeds; future planning processes; exploration activities; the timing and result of exploration activities; capital projects and exploration activities and the possible results thereof; any potential future cash flow and the timing thereof; acquisition opportunities; the impact of acquisitions, if any, on the Company. Assumptions may prove to be incorrect and actual results may differ materially from those anticipated. Consequently, forward-looking statements cannot be guaranteed. As such, investors are cautioned not to place undue reliance upon forward-looking statements as there can be no assurance that the plans, assumptions, or expectations upon which they are placed will occur. All statements other than statements of historical fact maybe forward-looking statements. Any statements that expressor involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance(often, but not always, using words or phrases such as “seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "forecast", "potential”, “target", "intend”, “could", "might", "should”, “believe" and similar expressions) are not statements of historical fact and may be "forward-looking statements".

Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

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