Libertystream Infrastructure Partners — Capital/Financing Update 2021

Apr 6, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Gold Rush Cariboo Corp. (the “ Company ”) 217 Queen Street, Suite 401 Toronto, ON M5V 0R2

2. Date of Material Change

April 1, 2021

3. News Release

A press release disclosing the material change was released on April 1, 2021, through the facilities of Newsfile Corp.

4. Summary of Material Change

On April 1, 2021 the Company has closed the final tranche of its non-brokered private placement of special warrants (the “ Offering ”) through the issuance of 41,194,305 special warrants (the “ Special Warrants ”) at a price of $0.015 per Special Warrant for gross proceeds of $617,914.58. Prior to the conversion of the Special Warrants, the Company will complete a consolidation (the “ Consolidation ”) of the outstanding common shares (each, a “ Common Share ”) in the capital of the Company on a basis of 15 pre-Consolidation Common Shares for 1 post-Consolidation Common Share.

5. Full Description of Material Change

In connection with the Offering, the company issued 41,194,305 Special Warrants at a price of $0.015 per Unit for gross proceeds of $617,914.58.

Prior to the conversion of the Special Warrants, the Company will complete a Consolidation of the outstanding Common Shares in the capital of the Company on the basis of 15 preConsolidation Common Shares for 1 post-Consolidation Common Share.

The Special Warrants shall be automatically exchanged for Units upon satisfaction of the following conditions (collectively the “ Exercise Conditions ”):

• completion of the Consolidation;

• receipt of approval of the TSX Venture Exchange for the Offering and the Consolidation; and

• receipt of all regulatory approvals required for the Offering and the Consolidation.

Post-Consolidation, each Special Warrant is exchangeable, for no additional consideration, into one unit of the Company (each a “ Unit ”), for a deemed price of $0.225 per Unit. Each whole Unit is comprised of one Common Share and one Common Share purchase warrant of the Company (each, a “ Warrant ”). Each Warrant entitles the holder thereof to purchase one post-Consolidation Common Share for a period of three (3) years from the date of issuance at an exercise price of $0.30 per post-Consolidation Common Share.

The Company shall use its reasonable best efforts to satisfy the Exercise Conditions. In the event that the Exercise Conditions are not satisfied on the date that is six months after the closing date of the Offering, the Special Warrants shall be redeemed at the Purchase Price for the Special Warrants.

This material change report does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The Offering constituted a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction (“ MI 61101 ”) as a certain director of the Company, subscribed for an aggregate of 450,000 Special Warrants pursuant to the Offering.

The following supplementary information is provided in accordance with Section 5.2 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”).

(a) a description of the transaction and its material terms:

In connection with the Offering, 450,000 Special Warrants were issued to insiders (the “ Insider ”) of the Company.

(b) the purpose and business reasons for the transaction:

Gross proceeds raised will be used for working capital and general corporate purposes.

(c) the anticipated effect of the transaction on the issuer’s business and affairs:

The Company plans to use the net proceeds of the Offering for working capital and general corporate purposes.

(d) a description of:

• (i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

In connection with the Offering, the following securities were issued to the Insiders of the Company:

	Name	Position	Number of Special Warrants	Aggregate Price

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Corporate Administration Services Ltd. – a company beneficially owned and controlled by David Hergenhein	Director	450,000	6,750
	TOTAL	450,000	6,750

• (ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:

Prior to the completion of the Offering, Mr. Hergenhein did not beneficially owned and controlled, directly or indirectly, any Common Shares. Upon closing of the Offering, Mr. Hergenhein, beneficially owns and controls, directly or indirectly, an aggregate of 450,000 Special Warrants, representing approximately 0.30% on a partially diluted basis, assuming the conversion of Special Warrants and the completion of the Consolidation.

• (e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

A resolution of the board of directors was passed on March 24, 2021, approving the Offering. No special committee was established in connection with the Offering, and no materially contrary view or abstention was expressed or made by any director.

• (f) A summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:

Not applicable.

• (g) disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction:

• (i) that has been made in the 24 months before the date of the material change report:

Not applicable.

• (ii) the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:

Not applicable.

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• (e) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:

Other than subscription agreements for the Special Warrants, the Company did not enter into any agreement with an interested party or a joint actor with an interested party in connection with the Offering. To the Company’s knowledge, no related party to the Company entered into any agreement with an interested party or a joint actor with an interested party, in connection with the Offering.

• (f) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61-101 respectively, and the facts supporting reliance on the exemptions:

The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61101, as the fair market value of the securities being issued to “insiders” in connection with the Offering does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

The report is not being filed on a confidential basis.

7.

Omitted Information

No significant facts have been omitted from this Material Change Report.

8. Executive Officer

For further information, contact Aleem Nathwani, Director of the Company at 604-290-7073 or at aleemnathwani@gmail.com.

9. Date of Report

This report is dated at Toronto, this 5[th] day of April, 2021.

Cautionary Statement Regarding Forward-Looking Information

Certain information set forth in this material change report may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, including, but not limited to, the timing of future exploration work or drilling, and the expansion of the mineralization. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Gold Rush Cariboo Inc.., including, but not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of exploration results and estimates, currency fluctuations, dependency upon regulatory approvals, the uncertainty of obtaining additional financing and exploration risk. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may

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prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. This press release is not, and is not to be construed in any way as, an offer to buy or sell securities in the United States.

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