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ESGold Corp. Capital/Financing Update 2021

Dec 31, 2021

45686_rns_2021-12-30_5747a905-fa0c-414a-b470-ee2e00ceea89.pdf

Capital/Financing Update

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Form 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Secova Metals Corp. (“ Secova ” or the “ Company ”) 488 – 1090 West Georgia Street Vancouver, BC V6E 3V7

Item 2. Date of Material Change

December 15, 2021 and December 22, 2021

Item 3. News Release

The news release related to this material change dated December 29, 2021 (the “ News Release ”) was filed on SEDAR and disseminated via Stockwatch on December 29, 2021.

Item 4. Summary of Material Change

Closing of a non-brokered private placement of 12,740,125 flow-through common shares at a price of $0.185 per flow-through common share for total gross proceeds of $2,356,923.13.

Item 5. Full Description of Material Change 5.1 Full Description of Material Change

Closing of a non-brokered private placement of 12,740,125 flow-through common shares (the “ FT Shares ”) at a price of $0.185 per FT Share for total gross proceeds of $2,356,923.13 (the “ Offering ”). The Offering was completed in two tranches: (i) the first tranche of 10,810,811 FT Shares closed on December 15, 2021; and (ii) the second tranche of 1,929,314 FT Shares closed on December 22, 2021.

The Company will use the net proceeds from the Offering to incur flow-through expenditures which will qualify as 100% Canadian Exploration Expense and will renounce the flow-through expenditures to subscribers for the taxation year ending December 31, 2021.

In connection with the closing of the Offering the Company paid eligible arm’s length finders cash fees totalling $141,590.11 and issued 765,351 share purchase warrants (the “ Finder’s Warrants ”). Each Finder’s Warrant is exercisable into one common share (a “ Finder’s Warrant Share ”) at a price of $0.185 per Finder’s Warrant Share for a period of nine (9) months from the date of issuance.

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All securities issued in connection with the Offering are subject to a statutory hold period of four months plus a day in accordance with applicable securities legislation.

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

None.

Item 8. Executive Officers

The following executive officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted at:

Brad Kitchen

Chairman, CEO and Director Telephone: +1 604-506-7555 Email: [email protected]

Item 9. Date of Report

DATED at Vancouver, BC this 30th day of December, 2021.

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