GOLD X2 MINING INC. — Capital/Financing Update 2022

Apr 8, 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

April 6, 2022.

Item 3 News Release

The news release was disseminated on April 6, 2022 through Newsfile and subsequently filed on SEDAR.

Item 4 Summary of Material Change

On April 6, 2022, Goldshore Resources Inc. (the " Company "), announced the closing of its private placement for aggregate gross proceeds of $10,000,000. The Offering (as defined below) was led by Eventus Capital Corp. and Gravitas Securities Inc., as co-lead agents and joint bookrunners on behalf of a syndicate (the " Lead Agents "), including Laurentian Bank Securities Inc. (together with the Lead Agents, the " Agents ").

The Offering was comprised of: (i) 6,460,686 common share units (each, a " Unit ") at a price of $0.50 per Unit; (ii) 9,616,095 flow-through units (each, a " FT Unit ") at a price of $0.60 per FT Unit; and (iii) 1,408,451 charity flow-through units (each, a " Charity FT Unit ") at a price of $0.71 per Charity FT Unit, for aggregate gross proceeds of $10,000,000 (the " Offering ").

In connection with the Offering, the Company paid to the Agents a cash commission of $577,050. In addition, the Company issued to the Agents a total of 1,003,814 compensation warrants of the Company (each, a " Compensation Warrant "), exercisable for a period of 24 months. Of the Compensation Warrants issued: (i) 345,341 have an exercise price of $0.50; (ii) 573,966 have an exercise price of $0.60; and (iii) 84,507 have an exercise price of $0.71.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

On April 6, 2022, the Company announced the closing of its private placement for aggregate gross proceeds of $10,000,000. The Offering was led by the Agents.

The Offering was comprised of: (i) 6,460,686 Units at a price of $0.50 per Unit; (ii) 9,616,095 FT Units at a price of $0.60 per FT Unit; and (iii) 1,408,451 Charity FT Units at a price of $0.71 per Charity FT Unit, for aggregate gross proceeds of $10,000,000.

Each Unit, FT Unit and Charity FT Unit issued in connection with the Offering is comprised of one Common Share common share of the Company (each, a " Common Share ") and one-half common share purchase warrant (each whole warrant, a " Warrant "). Each Warrant shall entitle the holder thereof to acquire one Common Share at an exercise price

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of $0.75, for a period of 24 months following the date hereof, subject to acceleration if the Common Shares trade above $1.10 on the TSX Venture Exchange (the " Exchange ") for twenty (20) consecutive days.

In connection with the Offering, the Company paid to the Agents a cash commission of $577,050. In addition, the Company issued to the Agents a total of 1,003,814 Compensation Warrants, exercisable for a period of 24 months. Of the Compensation Warrants issued: (i) 345,341 have an exercise price of $0.50; (ii) 573,966 have an exercise price of $0.60; and (iii) 84,507 have an exercise price of $0.71.

The Company intends to use the proceeds raised from the Offering for future exploration work on its Moss Lake gold deposit in Northwest Ontario, Canada. The gross proceeds from the issuance of the FT Units and Charity FT Units will be used for "Canadian Exploration Expenses" within the meaning of the Income Tax Act (Canada) (the " Qualifying Expenditures "), which will be renounced with an effective date no later than December 31, 2022 to the purchasers of the FT Units and Charity FT Units in an aggregate amount not less than the gross proceeds raised from the issue of FT Units and Charity FT Units. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each subscriber of FT Units and Charity FT Units for any additional taxes payable by such subscriber as a result of the Company's failure to renounce the Qualifying Expenditures.

The Offering included participation by directors and officers of the Company in the aggregate amount of 120,000 Units and 50,000 FT Units. Their participation constitutes "related party transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The issuances are exempt from the formal valuation and minority shareholder approval requirements of MI 61101 as they were a distribution of securities for cash and the fair market value of the securities issued to and the aggregate consideration paid by the directors and officers did not exceed 25% of the Company's market capitalization.

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

To obtain further information, contact Brett A. Richards, President, Chief Executive Officer and Director at +1 604 288 4416 or +1 905 449 1500.

Item 9 Date of Report

April 8, 2022