Magma Silver Corp. — Capital/Financing Update 2021

Jan 8, 2021

Page 1 of 2

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Central African Gold Inc. (the “Company”) Suite 1080, 789 West Pender Street Vancouver, BC Canada V6C 1H2

Item 2 Date of Material Change

January 6, 2021

Item 3 News Release

The news releases announcing the material change described herein was disseminated through the news dissemination services of Stockwatch and Baystreet on January 6, 2021, respectively, and filed on SEDAR (www.sedar.com).

Item 4 Summary of Material Change

On January 6, 2021, the Company announced the closing of the previously announced non-brokered private placement (the “Financing”) of 500,000 units (each a “Unit”) at a price of CDN $0.15 per Unit for aggregate proceeds of CDN $75,000 as accepted by the TSX Venture Exchange. Each Unit consists of one common share of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant is exercisable into one Share at an exercise price of $0.25 per Share for a period of two years from the date of issuance.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

On January 6, 2021, the Company announced the closing of the Financing of 500,000 Units at a price of CDN $0.15 per Unit for aggregate proceeds of CDN $75,000 as accepted by the TSX Venture Exchange. Each Unit consists of one Share and one Warrant. Each Warrant is exercisable into one Share at an exercise price of $0.25 per Share for a period of two years from the date of issuance.

The proceeds from the Financing will be used to fund due diligence on projects of merit presented to the Company and for general working capital purposes.

The securities issued in connection with the Financing are subject to a hold period under applicable securities laws, which will expire on May 7, 2020.

Insiders subscribed for the entire Financing. The purchase of such Units is considered to be a related-party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) but is exempted from the requirements to obtain a formal valuation and to obtain minority approval, as the purchase of securities does not exceed

---

25% of the Company’s market capitalization. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101.

The Company did not file a material change report more than 21 days before the expected closing of the Financing because the Company wished to close on an expedited basis for business reasons.

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

Stephen Barley, Chairman & CEO Telephone: (604) 684-6730

Item 9 Date of Report

January 8, 2021

Page 2 of 2