Guardian Exploration Inc. — M&A Activity 2025

Apr 22, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1 Name and Address of Corporation:

Guardian Exploration Inc. (the “Corporation” or “Guardian”)
538 Hurricane Drive
Calgary, Alberta, T3Z 3S8

ITEM 2 Date of Material Change:

April 10, 2025

ITEM 3 News Release:

The news release was disseminated on April 10, 2025 and filed on SEDAR on April 10, 2025.

ITEM 4 Summary of Material Change:

The Corporation announced the signing of a definitive agreement for the acquisition of the Sundog Gold Project in Kivalliq, Nunavut.

ITEM 5 Full Description of Material Change:

The Corporation announced that it had signed a definitive agreement (the “Agreement”) with New Break Resources Ltd. (CSE: NBRK) (“New Break”) for the purchase (the “Acquisition”) of New Break’s 100% interest in the mineral rights and exploration data associated with the 9,415 hectare Sundog gold project located in Kivalliq Region, Nunavut (“Sundog”) held pursuant to an Inuit Owned Lands Mineral Exploration Agreement (“MEA”) and 60 drums (12,300 litres) of JetA fuel located in Arviat, Nunavut (collectively the “Assets”). The proposed acquisition was originally announced on December 9, 2024.

In consideration for the Assets, upon closing, Guardian will issue 5,000,000 common shares in the share capital of the Company to New Break and make a cash payment of $75,000. In addition, Guardian will pay $18,830 to New Break as reimbursement for the 2024-2025 annual rent paid to NTI by New Break in December 2024. Guardian will assume all of the obligations under the MEA including the annual exploration expenditure requirements and annual rent payments due to Nunavut Tunngavik Incorporated (“NTI”).

In connection with the Acquisition, Guardian will grant an option to New Break to purchase a 20% interest in the Sundog project at any time for $1.00, carried through to a decision to mine. Upon exercise, the parties will enter a joint venture agreement on mutually agreed terms.

The Acquisition of Sundog is an Arm’s Length Transaction under the policies of the TSX Venture Exchange the “Exchange”). Completion of the Acquisition is subject to approval from the Exchange, NTI and the boards of Guardian and New Break as well as other conditions usual to transactions of this nature.

The transaction is expected to close no later than April 30, 2025.

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

Not Applicable.

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ITEM 7 Omitted Information:

Not Applicable.

ITEM 8 Executive Officer:

Further information relating to this Material Change Report may be obtained from:

Graydon Kowal
President and CEO
(403) 730-6333

ITEM 9 Date of Report:

April 10, 2025

The foregoing accurately discloses the material change referred to in this report.

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