NexGold Mining — Capital/Financing Update 2025

Mar 28, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1. Name and Address of Company
NexGold Mining Corp. (“NexGold” or the “Company”)
20 Adelaide Street East, Suite 401
Toronto, Ontario M5C 2T6

Item 2. Date of Material Change
March 19, 2025

Item 3. News Release
A news release was disseminated through Globe Newswire on March 19, 2025, and subsequently filed under the Company’s profile on SEDAR+.

Item 4. Summary of Material Change
On March 19, 2025, NexGold entered into an agreement with National Bank Financial Inc. as sole bookrunner, on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters agreed to purchase on a bought deal private placement basis 13,889,000 units of the Company (“Units”) at a price of C$0.72 per Unit for aggregate gross proceeds of C$10,000,080 (the “Offering”). Each Unit is comprised of one common share of the Company (each a “Common Share”) and one common share purchase warrant (each a “Warrant”). Each Warrant will be exercisable to acquire one Common Share of the Company for a period of 36 months at an exercise price of C$1.05 from the Closing Date (as defined below).

Item 5. Full Description of Material Change

Item 5.1 Full Description of Material Change
On March 19, 2025, NexGold entered into an agreement with the Underwriters with regards to the Offering. Each Unit is comprised of one Common Share and one Warrant. Each Warrant will be exercisable to acquire one Common Share of the Company for a period of 36 months at an exercise price of C$1.05 from the Closing Date.

The net proceeds of the Offering will be used for the continued advancement of the Company’s mineral properties and for general corporate purposes.

The Offering is expected to close on or about April 9, 2025 or such other date as agreed between the Company and the Underwriters (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the conditional approval of the TSX Venture Exchange (“TSXV”). The securities issued pursuant to the Offering are subject to a four-month plus one day hold period commencing on the Closing Date under applicable Canadian securities laws.

Item 5.2 Disclosure for Restructuring Transactions
Not applicable.

Item 6. Reliance on Section 7.1(2) of National Instrument 51-102
Not applicable.

Item 7. Omitted Information
There is no information of a material nature that has been omitted.

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Item 8. Executive Officer

Kevin Bullock, President and Chief Executive Officer
647-388-1842

Item 9. Date of Report

March 28, 2025

Cautionary Note Regarding Forward-Looking Information

This material change report contains or incorporates by reference "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of applicable U.S. securities laws. Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking information including, but not limited to statements regarding the Offering, including the intended Closing Date, the intended use of proceeds and the receipt of regulatory approvals including the approval of the TSXV, and future prospects for development of the properties. Generally, forward-looking information is characterized by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "is projected", "anticipates" or "does not anticipate", "believes", "targets", or variations of such words and phrases. Forward-looking information may also be identified in statements where certain actions, events or results "may", "could", "should", "would", "might", "will be taken", "occur" or "be achieved".

Forward-looking information involves known or unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from those projected by such forward-looking statements. Such factors, risks and uncertainties include, among others: potential unforeseen delays in closing the Offering, the use of proceeds of the Offering being applied differently than anticipated, ability to timely receive requisite regulatory approvals, including approval of the TSXV, reliance on third-parties, including contactors, local communities and governmental entities, for development and mining activities; the ability of the Company to obtain required approvals; and those factors described in the Company's Annual Information Form for the year ended December 31, 2023 and in the Company's most recent disclosure documents filed under the Company's SEDAR+ profile at www.sedarplus.ca. Although management of the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained herein is presented to assist shareholders in understanding the Company's plans and objectives and may not be appropriate for other purposes. The Company does not undertake to update any forward-looking information contained herein, except in accordance with applicable securities laws.