GOLD X2 MINING INC. — Capital/Financing Update 2022

Dec 23, 2022

51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

GOLDSHORE RESOURCES INC. 918 - 1030 West Georgia Street Vancouver, BC V6E 2Y3

item 2 Date of Material Change

December 22, 2022.

Item 3 News Release

The news release was disseminated on December 22, 2022 through Globe Newswire and subsequently filed on SEDAR.

Item 4 Summary of Material Change

On December 22, 2022, Goldshore Resources Inc. announced that closed its previously announced public offering (the "Offering"), for aggregate gross proceeds of approximately $5.75 million, including the full exercise of the over-allotment option. The Offering was led by Research Capital Corporation as the lead agent and sole bookrunner, on behalf of a syndicate of agents, including Laurentian Bank Securities, Canaccord Genuity Corp., Gravitas Securities Inc., and Red Cloud Securities Inc. (collectively, the "Agents"). See full details below.

Item 5 Full Description of Material Change

5.1 On December 22, 2022, Goldshore Resources Inc. announced that closed its previously announced public offering (the "Offering"), for aggregate gross proceeds of approximately $5.75 million, including the full exercise of the over-allotment option. The Offering was led by Research Capital Corporation as the lead agent and sole bookrunner, on behalf of a syndicate of agents, including Laurentian Bank Securities, Canaccord Genuity Corp., Gravitas Securities Inc., and Red Cloud Securities Inc. (collectively, the "Agents"). The Company issued the following combination of securities (the "Offered Securities"):

(i) 11,650,280 conventional units of the Company ("Conventional Units") at a price of $0.25 per Conventional Unit. Each Conventional Unit consists of one common share (each, a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"); and

(ii) 9,458,100 flow-through units of the Company (the "FT Units") at a price of $0.30 per FT Unit. Each FT Unit consists of one Common Share that will qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") and one-half of one Warrant.

Each Warrant will entitle the holder thereof to purchase one Common Share (a "Warrant Share") at an exercise price of $0.40 per Warrant Share until December 22, 2024.

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2

The net proceeds from the Offering of the Conventional Units will be used for working capital and general corporate purposes. The gross proceeds from the sale of FT Units will be used for exploration expenses on the Company's Moss Lake property, located in Ontario, as Canadian exploration expenses as defined in paragraph (f) of the definition of "Canadian exploration expense" in subsection 66.1(6) of the Tax Act and "flow through mining expenditures" as defined in subsection 127(9) of the Tax Act that will qualify as "flow-through mining expenditures" (the "Qualifying Expenditures"), which will be incurred on or before December 31, 2023 and renounced with an effective date no later than December 31, 2022 to the initial purchasers of FT Units. For additional details regarding the use of proceeds, please see the prospectus supplement of the Company dated December 16, 2022, which is available under the Company's profile on SEDAR at www.sedar.com.

In connection with the Offering, the Agents received a cash fee equal to $282,500.

Eventus Capital Corp. has been appointed as a special advisor to the Company.

Certain insiders of the Company participated in the Offering and purchased an aggregate of 40,000 Conventional Units and 118,400 FT Units. The insider participation in the Offering constitutes a related party transaction pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 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 Offering 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 related parties, exceeded 25% of the Company's market capitalization as determined under MI 61-101.

5.2 Disclosure for Restructuring Transactions

N/A

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

N/A

Item 7 Omitted Information

None

Item 8 Officer

For More Information – Please Contact:

Brett A. Richards President, Chief Executive Officer and Director Goldshore Resources Inc. P. +1 604 288 4416 M. +1 905 449 1500 E. brichards@goldshoreresources.com W. www.goldshoreresources.com

Item 9 Date of Report

December 23, 2022