Emergent Metals Corp. — Capital/Financing Update 2020

Aug 11, 2020

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Emgold Mining Corporation (the “ Company ” or “ Emgold ”) 1015 - 789 West Pender Street Vancouver, British Columbia V6C 1H2

Item 2: Date of Material Change

July 30, 2020

Item 3: News Release

A news release announcing the material change was issued on July 30, 2020, through Accesswire and a copy was subsequently filed on SEDAR.

Item 4: Summary of Material Change

On July 30, 2020, the Company announced it has completed the non-brokered private placement (the " Offering ") of an aggregate of 33,334,570 units (the " Units ") at a price of C$0.06 per Unit for gross proceeds of up to C$2,000,074.

Item 5.1: Full Description of Material Change

In connection with the closing of the Offering, the Company issued an aggregate of 33,334,570 Units at a price of C$0.06 per Unit for gross proceeds of C$2,000,074. Each Unit consists of one common share in the capital of the Company (a “ Share ”) and one whole non-transferable common share purchase warrant (a “ Warrant ”). Each whole Warrant is exercisable to acquire one Share at an exercise price of C$0.08 per Share until July 30, 2022 which is 24 months from the date of issuance.

The Company will pay aggregate finder’s fees of C$113,073.80 and issue 1,954,563 Share purchase warrants (the “ Finder’s Warrants ”) in connection with subscriptions from subscribers introduced to the Offering by finders. Each Finder’s Warrant is exercisable to acquire one Share in the capital of the Company at an exercise price of C$0.08 per Share until July 30, 2022, which is 24 months from the date of issuance.

The Offering, including payment of finder’s fees, has received final approval of the TSX Venture Exchange. The securities issued under the Offering, and any Shares that may be issuable on exercise of any such securities, will be subject to a statutory hold period expiring four months and one day from the date of issuance of such securities. Emgold intends to use the net proceeds of the Offering for exploration of Emgold’s properties and for general working capital purposes.

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “ U.S. Securities Act “) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 5.2: Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

Item 7: Omitted Information

No information was omitted.

Item 8: Executive Officer

Steve Cozine, Corporate Secretary, Telephone: (866) 497-0284 Email: scozine@emgold.com

Item 9: Date of Report

August 10, 2020

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