MX Gold Corp. — Capital/Financing Update 2021

Jan 30, 2021

FORM 51-102F3 Material Change Report

1. Name and Address of Company

MX Gold Corp. (the “ Company ”) 1300 Redonda Street Winnipeg, MB R2C 3T7

2. Date of Material Change

Janaury 29, 2021

3. News Release

The news release was issued on Janaury 29, 2021 through BayStreet and Stockwatch and filed on SEDAR on Janaury 29, 2021.

4.

Summary of Material Change

The Company announced a private placement financing of up to 14,736,842 units (each a “ Unit ”) at a price of $0.095 per Unit for gross proceeds of up to $1,400,000. Each Unit will consist of one common share and one share purchase warrant (each, a “ Warrant ”), with each Warrant entitling the holder to purchase one additional common share at a price of $0.15 per share for a period of twelve months from closing of the financing.

5. Full Description of Material Change

5.1 Full Description of Material Change

The Company announced a private placement financing of up to 14,736,842 Units at a price of $0.095 per Unit for gross proceeds of up to $1,400,000. Each Unit will consist of one common share and one Warrant, with each Warrant entitling the holder to purchase one additional common share at a price of $0.15 per share for a period of twelve months from closing of the financing.

All securities issued in the financing will be subject to a statutory hold period expiring four months and one day after closing of the financing. Completion of the financing is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the NEX Exchange.

Proceeds of the financing are anticipated to be used for general working capital.

None of the securities issued in the financing will be registered under the United States Securities Act of 1933, as amended (the “ 1933 Act ”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

See Item 4 above and the attached news release with respect to the matter described above in Item 4.

2

• 5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

7. Omitted Information

None.

8. Executive Officer

Dan Omeniuk, CEO and Director, 778-798-GOLD

9. Date of Report

Janaury 29, 2021

FOR IMMEDIATE RELEASE

==> picture [204 x 52] intentionally omitted <==

==> picture [204 x 51] intentionally omitted <==

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

1300 Redonda Street Winnipeg, MB R2C 3T7

January 29, 2021

MX Gold Announces Private Placement

Vancouver, B.C. – MX Gold Corp. (NEX: MXL.H) (FSE: ODV) (OTCQX: MXLGF) (the “ Company ”) announces a private placement financing of up to 14,736,842 units (each a “Unit” ) at a price of $0.095 per Unit for gross proceeds of up to $1,400,000. Each Unit will consist of one common share and one share purchase warrant (each, a “ Warrant ”), with each Warrant entitling the holder to purchase one additional common share at a price of $0.15 per share for a period of twelve months from closing of the financing.

All securities issued in the financing will be subject to a statutory hold period expiring four months and one day after closing of the financing. Completion of the financing is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the NEX Exchange.

Proceeds of the financing are anticipated to be used for general working capital.

None of the securities issued in the financing will be registered under the United States Securities Act of 1933 , as amended (the “ 1933 Act ”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

On behalf of the Board of Directors,

“Dan Omeniuk”

For further information, please contact

Dan Omeniuk, CEO

Email: dano@mxgoldcorp.com Phone: 204-697-7640 Or at: info@mxgoldcorp.com

• 2 -

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements are projections and are subject to various risks and uncertainties. Forward-looking statements in this press release include those concerning MX Gold Corp.’s intent to undertake a private placement financing, the amount and timing of that financing and the approval of that financing by the regulatory authorities (including the NEX), and the anticipated use of the proceeds of the financing. There are numerous risks and uncertainties that could cause actual results and MX Gold Corp.’s plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; (ii) risks inherent in the mineral exploration industry in general or otherwise disclosed in MX Gold Corp.’s periodic disclosure documents filed on SEDAR; and (iii) the possibility that the NEX or other regulator withholds approval of the private placement. Actual results and future events could differ materially from those anticipated in such information. These forward-looking statements are based on estimates and opinions of management which management believes were reasonable on the dates made and are expressly qualified in their entirety by this notice. Except as required by law, MX Gold Corp. does not intend to update these forward-looking statements.

Neither the NEX nor its Regulation Services Provider (as that term is defined in policies of the NEX) accepts responsibility for the adequacy or accuracy of this release.