Irving Resources Inc. — Capital/Financing Update 2020

Jul 6, 2020

Form 51-102F3 Material Change Report

Item 1. Name and Address of Company Irving Resources Inc. (the “ Company ”) 999 Canada Place, Suite 404 Vancouver, BC V6C 3E2

Item 2. Date of Material Change June 29, 2020

Item 3. News Release

News releases dated June 26, 2020 and June 29, 2020 were disseminated through Globe Newswire.com.

Item 4. Summary of Material Change

The Company announced and reported the closing of a non-brokered equity private placement for gross proceeds of US$2,500,000 (approximately C$3,517,000) by the issuance of 1,279,093 common shares of the Company.

Item 5.1 Full Description of Material Change

The Company closed a non-brokered equity private placement (the “ Financing ”) with a new strategic investor, Sumitomo Corporation (“ Sumitomo ”), headquartered in Tokyo, Japan. The Financing raised gross proceeds of US$2,500,000 (approximately C$3,517,000) by the issuance of 1,279,093 common shares of the Company.

The proceeds from the Financing will be used as follows: 1) US$2,250,000 for exploration on the Company’s Omu Project in Hokkaido, Japan, and 2) US$250,000 for the formation of an alliance between the Company, its Japanese subsidiary and Sumitomo, whereby the parties will work together with Newmont Exploration Pty Ltd (“ Newmont Exploration ”) to jointly exploit those mineral exploration opportunities throughout Japan which are designated by Newmont Exploration.

Sumitomo has also been granted pre-emptive rights entitling it to maintain its proportionate equity interest in the Company.

The common shares issued are subject to a four-month hold period and may not be traded in Canada until October 30, 2020 except in accordance with applicable securities laws.

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Item 5.2 Disclosure of Restructuring Transactions Not applicable. Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102 If this Report is being filed on a confidential basis in reliance on subsection 7.1(2) of National Instrument 51-102, state the reasons for such reliance. Not applicable. Item 7. Omitted Information Not applicable Item 8. Executive Officer Lisa Sharp, Chief Financial Officer Telephone: (604) 682-3234 Item 9. Date of Report July 6, 2020

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