Engineer Gold Mines Ltd. — Capital/Financing Update 2021

Jul 29, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Reporting Issuer

Engineer Gold Mines Ltd. (the “Company”) Suite 804 – 750 West Pender Street Vancouver BC V6C 2T7

Item 2: Date of Material Change

July 22, 2021

Item 3: News Release

A news release was issued and disseminated on July 22, 2021 through The Newswire and filed on SEDAR (www.sedar.com).

Item 4: Summary of Material Changes

Engineer Gold Mines Ltd. closed the final tranche of its private placement through the issuance of 1,450,000 units. Each Unit is comprised of one common share and one-half of one share purchase warrant.

Item 5: Full Description of Material Change

Engineer Gold Mines Ltd. (the “Company”) (TSXV: EAU) The Private Placement first announced on May 18, 2021 has closed raising total gross proceeds of $572,500. The first tranche closed on June 10, 2021 for 10,000,000 units raising gross proceeds of $500,000. The second and final tranche closed July 22, 2021 for 1,450,000 units raising gross proceeds of $72,500. The private placement units (“Unit”) are priced at $0.05 per Unit. Each Unit is comprised of one common share and one-half of one share purchase warrant (“Warrant”). Each whole Warrant is exercisable to purchase one common share of the Company at a price of $0.12 per share for a period of 36 months from the dates of closing.

Finder’s fees total $20,650 and 413,000 finder’s warrants all from the first tranche. Finder’s Warrants are exercisable to purchase one common share of the Company at a price of $0.09 for a period of 36 months from the dates of closing. The private placement received TSX Venture Exchange final approval and all securities are subject to a four month hold period.

In the first tranche a director and an officer of the Company purchased a total of 1,200,000 Units of the private placement. The placement to those persons 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 (“MI 61 101”) adopted in the Policy. The Company has relied on exemptions from the formal 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 in respect of related party participation in the placement as 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 transaction, insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101).

The proceeds will be used for the exploration program at the Engineer Gold Mine Property, 32 km west of Atlin in northern BC, and general working capital.

Item 6: Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7: Omitted Information

None.

Item 8: Executive Officer

For further information, please contact:

Thomas Kennedy: (604) 682-2928 Email: tomkennedy@shaw.ca

Item 9: Date of Report

July 28, 2021