Gunpoint Exploration — Capital/Financing Update 2022

Feb 7, 2022

Form 51-102F3 Material Change Report

Name and Address of Company

Item 1 Name and Address of Company Gunpoint Exploration Ltd. (the “Company”) Suite 201 – 1512 Yew Street Vancouver, British Columbia V6K 3E4 Item 2 Date of Material Change

January 27, 2022.

Item 3 News Release

The news release was disseminated on January 27, 2022 through the facilities of Newsfile Corp. and was subsequently filed on SEDAR.

Item 4 Summary of Material Change

The Company announced that it intends to complete a non-brokered private placement of up to 3,000,000 units at a price of $0.50 per unit for aggregate proceeds of up to $1.5 million.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

The Company announced that it intends to complete a non-brokered private placement of up to 3,000,000 units (the “Units”) at a price of $0.50 per Unit for aggregate proceeds of up to $1.5 million (the “Offering”). Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one additional common share of the Company at an exercise price of $0.75 for a period of 24 months from the closing date of the Offering.

The Offering is subject to TSX Venture Exchange approval. The Offering is expected to close on or about February 15, 2022, or such later date as may be determined by the Company. The securities issued pursuant to the Offering will be subject to a four month plus one day hold period from the date of issuance. Certain insiders will participate in the Offering.

The Company plans to use the proceeds of the Offering for exploration on its Talapoosa gold project in Nevada and for general corporate purposes.

The securities to be issued under the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and were not to be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

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.
Item	8	Executive Officer
		P. Randy Reifel
		Chairman and President
		Telephone: (604) 617-1717
Item	9	Date of Report
		February 7, 2022.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this material change report constitute forward-looking information under applicable Canadian securities laws, including, without limitation, statements with respect to the expected closing date of the Offering and the use of proceeds from the Offering. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. There can be no assurance that such statements will prove to be accurate, as the Company's actual results and future events could differ materially from those anticipated in these forward-looking statements as a result of the factors set forth in the section entitled “Risk and Uncertainties” in the Company’s management’s discussion and analysis for the nine months ended September 30, 2021, available under the Company’s profile at www.sedar.com. Actual future results may differ materially. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. The forward-looking information contained in this material change report is made as of the date hereof and the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

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