Kermode Resources Ltd. — Regulatory Filings 2021

Mar 29, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Kermode Resources Ltd. 230 - 470 Granville Street Vancouver, B.C. V6C 1V5

Item 2

Date of Material Change

March 29, 2021

Item 3 News Release

The news release dated March 29[th] , 2021 was issued from Vancouver, BC, and disseminated through Canada Stockwatch and Market News.

Item 4

Summary of Material Change

Trading of Kermode’s shares on the TSXV will be resumed at the market open on March 31, 2021. TSX Venture Exchange (“TSXV”) has conditionally accepted the acquisition agreement and accordingly Kermode will exercise its option to acquire a 100% interest in the Vidette Lake gold project in British Columbia from Strata GeoData Services Ltd., an arm’s length party. The TSXV has also conditionally accepted the Company’s private placement of 25,000,000 common shares at $0.01 per share for total proceeds of $250,000.

Item 5 Full Description of Material Change

Kermode Resources Ltd. (KLM – TSXV) is pleased to announce that the TSX Venture Exchange (“TSXV”) has conditionally accepted the acquisition agreement previously announced (May 23, 2020 and March 9, 2021) and accordingly the Company will exercise its option to acquire a 100% interest in the Vidette Lake gold project in British Columbia from Strata GeoData Services Ltd., an arm’s length party. The principals of Strata GeoData Services Ltd. are Andrew Philip Randell and Brian David Wilke. The option is exercisable over a period of 3 years but may be accelerated at Kermode’s discretion. To exercise the option, Kermode must pay an aggregate of $35,000 in cash, issue an aggregate of 500,000 common shares in the capital of Kermode, and expend an aggregate of $225,000 on the planning, development and execution of a work program based on a mutually approved budget, over the next 3 years. All shares issued pursuant to the Option Agreement will be subject to resale restrictions under applicable securities legislation and the rules of the TSXV. No finder’s fees are payable in connection with this transaction.

The TSXV has also conditionally accepted the Company’s private placement of 25,000,000 common shares at $0.01 per share for total proceeds of $250,000. The proposed use of proceeds includes the following: Vidette acquisition payment ($35K) and initial twelve months work); a contingency reserve for the Vidette Lake property exploration program ($25K); General corporate purposes such as legal and accounting, regulatory filing and sustaining fees, and office expenses. No management fees will be paid and no related party payments will be made. No finder’s fees are payable in connection with this transaction.

2

The Company will schedule its next AGM to be held during the 4[th] week of June, 2021.

Trading of Kermode’s shares on the TSXV will be resumed at the market open on March 31, 2021.

Don Moore, CEO of Kermode noted “Kermode is continuing to focus on gold exploration and along with the Vidette property option, is actively seeking new projects.”

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

Confidentiality is not requested.

Item 7 Omitted Information

No information has been omitted in respect of the material change.

Item 8 Executive Officer

Donald G. Moore, Chairman and CEO Tel (604) 687-7178

Item 9

Date of Report

March 29[th] , 2021