MacDonald Mines Exploration Ltd. — M&A Activity 2025

Mar 17, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of Company
Macdonald Mines Exploration Ltd. (the "Company")
Suite 1001, 145 Wellington Street
Toronto, Ontario M5J 2H7

Item 2 Date of Material Change
February 4, 2025

Item 3 News Release
The Company disseminated a news release on February 13, 2025, via Stockwatch, and filed it on SEDAR with the securities regulatory authorities of Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Quebec and Saskatchewan, as well as with the TSX Venture Exchange.

Item 4 Summary of Material Change
The Company announced that it had entered into a definitive arrangement agreement with Canuc Resources Corporation ("Canuc"), pursuant to which Canuc will acquire all of the issued and outstanding securities of the Company by way of a plan of arrangement.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change
Please see the Company's news release dated February 13, 2025, which is available at www.sedar.com.

5.2 Disclosure for Restructuring Transactions
Not applicable.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.

Item 7 Omitted Information
Not applicable.

Item 8 Executive Officer
Mike England, CEO and Director,
Telephone: 604 683 3995;
Email: mike@engcom.ca

Item 9 Date of Report
The foregoing accurately discloses the material change referred to herein.
DATED at Vancouver, British Columbia, this 17th day of March, 2025.

15328510.1

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  15328510.1

MACDONALD MINES EXPLORATION LTD.

(signed) "Mike England"

Per Mike England, CEO and Director