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Maritime Resources Corp. Capital/Financing Update 2021

Jul 5, 2021

46309_rns_2021-07-05_dc1ea65c-aad3-4a49-a303-a2dd1a2244f1.pdf

Capital/Financing Update

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FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Harte Gold Corp. (the “ Company ”) 161 Bay Street, Suite 2400 Toronto, Ontario, M5J 2S1

Item 2 Date of Material Change

June 30, 2021

Item 3 News Release

The Company issued a news release disclosing the material change through the facilities of Canadian Newswire on June 30, 2021 and filed the news release on SEDAR under the Company’s profile at www.sedar.com.

Item 4 Summary of Material Change

On June 30, 2021, the Company (TSX: NGD) announced that it obtained the deferral of various payments and the waiver of compliance with the financial covenants under its senior credit facility (the “ Credit Facility ”) with BNP Paribas (“ BNPP ”).

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

On June 30, 2021, the Company announced that BNPP deferred various payments and waived compliance with the financial covenants under the Credit Facility.

BNPP has: (a) deferred to July 30, 2021, the due date of (i) the principal and interest payments under the Credit Facility originally scheduled for June 30, 2021, and (ii) the settlement payment under the hedge program originally scheduled for July 2, 2021; and (b) waived, until and including July 30, 2021, the Company's compliance with the financial covenants under the Credit Facility.

This deferral and waiver will facilitate the Company's strategic review process, initially announced by press release dated May 13, 2021, and subsequently updated by press release dated June 8, 2021, which is continuing. However, there can be no assurance that the strategic review process will result in any transaction, whether BNPP will provide additional deferrals, waivers or amendments or what the terms or timing of such a transaction or additional deferrals, waivers or amendments might be.

To support the continuation of the strategic review process, the Company is actively managing its liquidity and capital resources. Prioritizing cash preservation to allow for a robust process has included reducing certain capital expenditures which is anticipated to have an impact on production over the next 6 to 9 months. At this time, the Company is unable to provide updated

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guidance as the process continues to evolve but believes its revised 2021 guidance, issued on May 13, 2021, is at risk and may not be achieved.

The Company will provide further updates when appropriate.

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

The following executive officer of the Company is knowledgeable about the material change described in this report:

Shawn Howarth

Vice President, Corporate Development and Investor Relations Telephone: 416-368-0999 E-mail: [email protected]

Item 9 Date of Report

July 5, 2021