Mongoose Mining Ltd. — Regulatory Filings 2021

Nov 17, 2021

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations

1. Names of the Parties to the Transaction

Mongoose Mining Ltd., (the " Company ", or the " Reporting Issuer ")

Spark Minerals Inc. (the " Target ")

2. Description of the Transaction

Pursuant to a special resolution passed by the shareholders (the “ Shareholders ”) of the Company at the annual and special meeting held on June 15, 2021, the Shareholders approved a share exchange transaction (the " Share Exchange ") whereby the Company would acquire all of the issued and outstanding shares of the Target in exchange for consolidated shares of the Company.

On November 10, 2021, the Company and the Target completed the Share Exchange. As a result of the Share Exchange, (i) the Target became a wholly-owned subsidiary of the Company, and (ii) the shareholders of the Target became the controlling shareholders of the Company (collectively, the " Reverse Takeover ").

Prior to the Reverse Takeover taking effect, the Company completed a consolidation on the basis of one post-consolidation common share of the Company (the " Resulting Issuer Shares ") for every 2.85 outstanding pre-consolidation common shares of the Company. On closing, the holders of shares of the Target received Resulting Issuer Shares for each share of the Target outstanding immediately prior to completion of the Reverse Takeover, and the outstanding convertible securities of the Target became exchangeable for Resulting Issuer Shares.

3. Effective date of the Transaction

November 10, 2021

4. Names of each party, if any, that ceased to be a reporting issuer subsequent to the Transaction and of each continuing entity

Subsequent to the completion of the Reverse Takeover, the Company continues to be a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Ontario, and Yukon.

5. Date of the reporting issuer’s first financial year-end subsequent to the Transaction

December 31, 2021.

Following the Reverse Takeover, although the Company (the reverse takeover acquiree) is the reporting issuer, from an accounting perspective, the financial statements will be those of the Target (the reverse takeover acquirer). Those financial statements must be prepared and filed as if the reverse takeover acquirer had always been the reporting issuer. The Target has a

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December 31 financial year-end. The Reporting Issuer will maintain the financial year-end of the Target.

6. The periods, including the comparative periods, of the interim financial reports and annual financial statements for the first financial year following the completion of the Transaction

Unaudited quarterly financial statements for the Target for the three months and nine months ending September 30, 2021 compared to the period ended September 30, 2020.

Unaudited quarterly financial statements for the Company, prior to the Reverse Takeover, for the three and nine months ending September 30, 2021 will be compared to the period ended September 30, 2020.

Audited annual consolidated financial statements for the Reporting Issuer for the year ended December 31, 2021 will be compared to the twelve month period ended December 31, 2020.

Unaudited interim consolidated financial statements for the Reporting Issuer for the three months ending March 31, 2022 will be compared to the three month period ended March 31, 2021.

Unaudited interim consolidated financial statements for the Reporting Issuer for the six months ending June 30, 2022 will be compared to the six month period ended June 30, 2021.

Unaudited interim consolidated financial statements for the Reporting Issuer for the nine months ending September 30, 2022 will be compared to the nine month period ended September 30, 2021.

Audited annual consolidated financial statements for the Reporting Issuer for the year ended December 31, 2021 and 2020.

7. The document filed under National Instrument 51-102 that described the transaction and where the document can be found

For additional information relating to the Reverse Takeover, please refer to the following documents filed on SEDAR (www.sedar.com) under the profile of the Reporting Issuer:

• press releases, dated March 18, 2021, November 1, 2021, and November 11, 2021;

• material change reports, dated March 24, 2021, and November 12, 2021;

• share exchange agreement, dated March 17, 2021;

• management information circular, notice of meeting and proxy, dated May 16, 2021; and

• listing statement, dated November 12, 2021.

8. Date of Report

November 16, 2021