Newpath Resources Inc. — Capital/Financing Update 2021

Jun 28, 2021

Form 51-102F3 Material Change Report

Item	1	Name and Address of Company
		Ready Set Gold Corp. (the “Company”)
		Suite 810 – 789 West Pender Street
		Vancouver, BC V6C 1H2
Item	2	Date of Material Change
		June 23, 2021
Item	3	News Release
		The news release was disseminated by Newsfile, filed on SEDAR and posted to the
		Company’s disclosure hall with the CSE on June 23, 2021.
Item	4	Summary of Material Change
		On June 23, 2021, the Company announced ithas closed the first tranche of a private
		placement (the “Private Placement”) of units (the “Units”), resulting in the issuance
		of 1,820 Units at a price of $1,000 per Unit for gross proceeds to the Company of
		$1,820,000. Each Unit is comprised of(i) a $1,000 principal amount of 7.5% senior
		unsecured convertible debenture with a three-year term (a “Debenture”), and (ii)
		3,334 common share purchase warrants of the Company (each warrant referred to
		as a “Warrant”).

Each Debenture is convertible at any time after the date of issue at the option of the holder into common shares in the capital of the Company (“Common Shares”) at a price of $0.27 per Common Share (the “Conversion Price”), subject to adjustment. After 24 months following the date of issue, if the Common Shares trade at or above $0.90, based on the trailing 30-day volume-weighted average price of the Common Shares traded on the CSE, the Company will have the right, exercisable within 10 business days of the end of the trading period, to require the automatic conversion of the Debentures at the Conversion Price by giving the holder 10 business days’ prior written notice. The Debentures are repayable on demand on 10 business days’ notice to the Company in the event of a change of control of the Company.

Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.47 per share for a period of 36 months from the date of issue.

In connection with the Private Placement closing, the Company will accept a qualified and experienced nominee of the investors to sit on the board of directors of the Company, and the identity of the said nominee will be announced upon closing of the financing.

All securities issued in connection with the Private Placement will be subject to a statutory hold period of four-months and one day. Completion of the Private Placement is subject to the approval of the Canadian Securities Exchange.

The proceeds from the Private Placement will be used for continued exploration at the Company's Northshore Project, Hemlo Eastern Flanks Project, Emmons Peak

Project, and for working capital and general corporate purposes. A finder’s fee equal to 6% of the gross proceeds raised in the initial tranche is payable in connection with the closing of this initial tranche of the Private Placement. The final closing is expected to be on or about July 7, 2021.

• Item 5 Full Description of Material Change

• Item 5.1 Full Description of Material Change

Please see the attached news release dated June 23, 2021.

• Item 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 Christian Scovenna, Chief Executive Officer Telephone: 416-453-4708

Item 9 Date of Report June 28, 2021

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Ready Set Gold Closes First Tranche of Convertible Debenture Private Placement

Toronto, Ontario, June 23[rd] , 2021 (NEWSFILE) - Ready Set Gold Corp. (“Ready Set Gold” or the “Company”) (CSE: RDY | FSE: 0MZ | USA: RDYFF) announces, further to its announcement on June 18, 2021, that it has closed the first tranche of a private placement (the “Private Placement”) of units (the “Units”), resulting in the issuance of 1,820 Units at a price of $1,000 per Unit for gross proceeds to the Company of $1,820,000. Each Unit is comprised of (i) a $1,000 principal amount of 7.5% senior unsecured convertible debenture with a three-year term (a “Debenture”), and (ii) 3,334 common share purchase warrants of the Company (each warrant referred to as a “Warrant”).

Each Debenture is convertible at any time after the date of issue at the option of the holder into common shares in the capital of the Company (“Common Shares”) at a price of $0.27 per Common Share (the “Conversion Price”), subject to adjustment. After 24 months following the date of issue, if the Common Shares trade at or above $0.90, based on the trailing 30-day volume-weighted average price of the Common Shares traded on the CSE, the Company will have the right, exercisable within 10 business days of the end of the trading period, to require the automatic conversion of the Debentures at the Conversion Price by giving the holder 10 business days’ prior written notice. The Debentures are repayable on demand on 10 business days’ notice to the Company in the event of a change of control of the Company.

Each Warrant entitles the holder thereof to acquire one Common Share (a “Warrant Share”) at a price of $0.47 per share for a period of 36 months from the date of issue.

In connection with the Private Placement closing, the Company will accept a qualified and experienced nominee of the investors to sit on the board of directors of the Company, and the identity of the said nominee will be announced upon closing of the financing.

All securities issued in connection with the Private Placement will be subject to a statutory hold period of four-months and one day. Completion of the Private Placement is subject to the approval of the Canadian Securities Exchange.

The proceeds from the Private Placement will be used for continued exploration at the Company's Northshore Project, Hemlo Eastern Flanks Project, Emmons Peak Project, and for working capital and general corporate purposes. A finder’s fee equal to 6% of the gross proceeds raised in the initial tranche is payable in connection with the closing of this initial tranche of the Private Placement. The final closing is expected to be on or about July 7[th] , 2021.

The securities of the Company referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Ready Set Gold Corporation

Ready Set Gold Corp. is a precious metals exploration company listed on the Canadian Securities Exchange under symbol RDY and the Boerse Frankfurt Exchange as 0MZ. The Company has consolidated and now owns a 100% interest in the Northshore Gold Project, located in the Schreiber-Hemlo Greenstone Belt near Thunder Bay, Ontario which is prospective for gold and silver mineralization. The Company also owns a 100% interest in two separate claim blocks totaling 4,453 hectares known as the Hemlo Eastern Flanks Project. The Company also holds an option to acquire a 100% undivided interest in a continuous claim block totaling 1,634 hectares comprising the Emmons Peak Project located 50 km south of Dryden, Ontario that is near the Treasury Metals Goliath and Goldlund advanced gold development projects.

On Behalf of the Board of Directors, READY SET GOLD Corporation

“Christian Scovenna” Chief Executive Officer & Director Email: info@readysetgoldcorp.com CEO Direct Line: +1 (416) 453-4708

For further information please contact: Investor Relations Sean Kingsley - Vice President, Corporate Communications Email: skingsley@readysetgoldcorp.com Tel: +1 (604) 440-8474

www.readysetgoldcorp.com

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

Forward-Looking Statements

This news release may contain certain “forward-looking statements”. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.