Gold Strike Resources Corp. — Capital/Financing Update 2026

Apr 13, 2026

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Gold Strike Resources Corp. (the "Company")
1910 – 925 West Georgia Street
Vancouver, BC V6C 3L2

Item 2: Date of Material Changes

April 8, 2026

Item 3: News Release

The news release with respect to the material change referred to in this report was disseminated through Cision on April 8, 2026. A copy of the news release is available on the Company’s SEDAR+ profile at www.sedarplus.ca.

Item 4: Summary of Material Changes

The Company closed the second and final tranche ("Tranche 2") of its previously announced private placement offering (the "Offering") of subscription receipts (the "Subscription Receipts"), pursuant to which the Company issued 2,218,500 Subscription Receipts for gross proceeds of $1,220,175. The total Offering size consists of 31,309,273 Subscription Receipts for aggregate gross proceeds of approximately $17,220,100.

Item 5: Full Description of Material Changes

5.1 Full Description of Material Changes

On April 8, 2026, the Company closed Tranche 2 of the Offering. Along with Tranche 1, which closed on March 25, 2026, the Offering was completed on a “bought deal” basis pursuant to an underwriting agreement dated March 25, 2026 (the “Underwriting Agreement”) among the Company, ATB Capital Markets Corp. and Canaccord Genuity Corp. (together, the “Underwriters”). In Tranche 1, the Company issued 29,090,773 Subscription Receipts at a price of $0.55 per Subscription Receipt (the “Issue Price”), for gross proceeds of approximately $15,999,925, including partial exercise of the over-allotment option (the “Over-Allotment Option”) granted to the Underwriters. In Tranche 2, the Company issued 2,218,500 Subscription Receipts at the Issue Price for gross proceeds of $1,220,175, representing an additional partial exercise of the Over-Allotment Option. The total Offering size consists of the issuance of an aggregate of 31,309,273 Subscription Receipts at the Issue Price for aggregate gross proceeds of approximately $17,220,100. The Offering remains subject to final approval of the TSX Venture Exchange.

The Offering was conducted in connection with the Company’s proposed acquisition (the “Acquisition”) of the Florin gold project, the FLR gold project and the RJ gold project, pursuant to a purchase agreement dated March 2, 2026 (the “Purchase Agreement”) among the Company, LIRECA Resources Inc. (“LIRECA”) and LIRECA’s affiliate, Florin Resources Inc.

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Each Subscription Receipt issued pursuant to the Offering entitles the holder thereof to receive, without payment of any additional consideration or further action on the part of the holder, one unit of the Company (a “Unit”) comprised of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”) upon satisfaction of certain escrow release conditions, including the satisfaction of the conditions relating to the closing of the Acquisition (the “Escrow Release Conditions”), as further set out in a subscription receipt agreement dated March 25, 2026 (the “Subscription Receipt Agreement”) entered into among the Company, the Underwriters, and Computershare Trust Company (“Computershare”) as the subscription receipt agent. Each Warrant will be exercisable into one Common Share at a price of $0.75 for a period of 36 months from the satisfaction of the Escrow Release Conditions. The terms and conditions of the Warrants are governed by a warrant indenture dated March 25, 2026 (the “Warrant Indenture”) between the Company and Computershare, as warrant agent.

The gross proceeds of the Offering (less 50% of the Cash Commission (as defined below) and certain expenses of Underwriters) have been deposited into escrow with Computershare as the subscription receipt agent under the Subscription Receipt Agreement, and will be released to the Company upon notice by the Company and the Underwriters to Computershare of satisfaction of the Escrow Release Conditions, subject to applicable deductions for the remainder of the Cash Commission. The net proceeds from the Offering are intended to be used to pay the cash consideration for the Acquisition, to pay transaction expenses related to the Acquisition and the Offering, to advance exploration and development of the mineral projects being acquired pursuant to the Acquisition, and for working capital and general corporate purposes.

For their services in connection with Tranche 2 and pursuant to the Underwriting Agreement, the Underwriters received a cash commission (the “Cash Commission”) of $85,412.25, representing 7.0% of the gross proceeds of Tranche 2. In addition to Cash Commission from Tranche 1 totaling $872,104.77, the aggregate Cash Commission paid to the Underwriters is $957,517.02. Pursuant to the terms and conditions of the Subscription Receipt Agreement, 50% of the Cash Commission has been paid to the Underwriters, and the remainder has been deposited into escrow with Computershare and shall only be payable to the Underwriters upon satisfaction of the Escrow Release Conditions. Further, upon satisfaction of the Escrow Release Conditions, the Underwriters shall receive an aggregate of 1,740,939 non-transferable options (the “Compensation Options”), consisting of 1,585,644 Compensation Options in connection with Tranche 1, and 155,295 Compensation Options in connection with Tranche 2. Each Compensation Option will be exercisable for one common share of the Company at the Issue Price for a period of three years following the satisfaction of the Escrow Release Conditions. The number of Compensation Options is equal to 7.0% of the number of Subscription Receipts issued pursuant to the Offering, but with a reduction to 3.0% for sales made to investors on the Company’s president’s list.

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

Not applicable.

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Item 8: Executive Officer

The following senior officer of the Company is knowledgeable about the material changes and this Material Change Report and may be contacted:

Peter Miles, Chief Executive Officer
Telephone: 604-408-6680
Email: investor@goldstrikeresourcescorp.com

Item 9: Date of Report

April 13, 2026

Cautionary Statement Regarding Forward-Looking Information

This material change report contains forward-looking statements within the meaning of applicable securities laws. The use of any of the words “anticipate”, “plan”, “continue”, “expect”, “estimate”, “objective”, “may”, “will”, “project”, “should”, “predict”, “potential” and similar expressions are intended to identify forward-looking statements. In particular, this material change report contains forward-looking statements concerning regulatory approval of the Offering, closing of the Acquisition, the satisfaction of Escrow Release Conditions, and the receipt of and the use of proceeds of the Offering, including proposed exploration programs.

Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company cannot give any assurance that they will prove correct. Since forward looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of assumptions, factors and risks. These assumptions and risks include, but are not limited to, assumptions and risks associated with mineral exploration generally and results from anticipated and proposed exploration programs, conditions in the equity financing markets, and assumptions and risks regarding receipt of regulatory and shareholder approvals. Exploration activities in Yukon are subject to permitting and regulatory approvals, seasonal access constraints, engagement with local communities and Indigenous rights holders, and availability of financing.

Management has provided the above summary of risks and assumptions related to forward looking statements in this material change report in order to provide readers with a more comprehensive perspective on the Company's future operations.

The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive from them. These forward-looking statements are made as of the date of this material change report, and, other than as required by applicable securities laws, the Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise.