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Nexus Gold Corp. Capital/Financing Update 2021

Jan 1, 2021

46469_rns_2020-12-31_a0887bb8-7830-453c-bceb-2d17cf254fdd.pdf

Capital/Financing Update

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FORM 51-102F3 MATERIAL CHANGE REPORT

1. NAME AND ADDRESS OF COMPANY

Nexus Gold Corp. Suite 802, 750 West Pender Street Vancouver, BC V6C 2T8

2. DATE OF MATERIAL CHANGE

December 31, 2020

3. PRESS RELEASE

The press release was issued on December 31, 2020 and was disseminated through the facilities of a recognized newswire services. A copy of the press release was filed on SEDAR.

4. SUMMARY OF MATERIAL CHANGE

Nexus Gold raises $3 Million in private placement.

5. FULL DISCLOSURE OF MATERIAL CHANGE

Full Description of Material Change

Vancouver, Canada – December 31, 2020 - Nexus Gold Corp. (“ Nexus ” or the “ Company ”) (TSXV: NXS, OTCQB: NXXGF, FSE: N6E) is pleased to announce that it has completed the offering of 18,440,910 flow-through units (each, an “ FT Unit ”). The FT Units were offered by way of nonbrokered private placement, at a price of $0.055 per FT Unit, for gross proceeds of $1,014,250. Each “FT Unit” is comprised of one common share, and one common share purchase warrant (each, an “ FT Warrant ”) exercisable to acquire an additional common share at a price of $0.07 for a period of thirty-six months.

The Company has also completed a final tranche of its previously announced offering of non-flowthrough units (each, an “ NFT Unit ”), and has issued a further 25,873,682 NFT Units at a price of $0.055 per NFT Unit. Each “NFT Unit” consists of one common share of the Company, and onehalf-of-one common share purchase warrant (each, an “ NFT Warrant ”) exercisable to acquire an additional common share of the Company at a price of $0.075 for a period of twenty-four months.

When combined with the earlier offering of NFT Units completed by the Company on November 30, 2020, the Company has raised gross proceeds of $3,007,640 through the offering of FT Units and NFT Units. The gross proceeds from the offerings will be used for further project development work, for general working capital purposes, and to fund Canadian Exploration Expenses (within the meaning of the Income Tax Act (Canada)) which shall qualify as “flow-through mining expenditures” for the purposes of the Income Tax Act (Canada).

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In connection with completion of the offerings, the Company paid finders’ fees of $74,655 and issued 1,029,364 FT Warrants and 630,400 NFT Warrants to certain arms-length parties who introduce subscribers to the offerings. All securities issued in connection with completion of the offerings are subject to a four-month-and-day statutory hold period, in accordance with applicable securities laws.

About the Company

Nexus Gold is a Canadian-based gold exploration and development company with an extensive portfolio of eleven projects in Canada and West Africa. The Company’s West African-based portfolio totals five projects encompassing over 750-sq kms of land located on active gold belts and proven mineralized trends, while it’s 100%-owned Canadian projects include the McKenzie Gold Project in Red Lake, Ontario, the New Pilot Project, located in British Columbia's historic Bridge River Mining Camp, and four prospective gold and gold-copper projects (3,700-ha) in the Province of Newfoundland. The Company is focusing on the development of several core assets while seeking joint-venture, earn-in, and strategic partnerships for other projects in its growing portfolio.

For more information please visit nexus.gold

On behalf of the Board of Directors of

NEXUS GOLD CORP.

Alex Klenman President & CEO 604-558-1920 [email protected] www.nexusgoldcorp.com

6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

Not applicable.

7. OMITTED INFORMATION

No information has been intentionally omitted from this form.

8. EXECUTIVE OFFICER

The name and business number of an officer of the Company through whom an executive officer who is knowledgeable about the material change and this report may be contacted is:

Alex Klenman, President & Chief Executive Officer Tel: 604-558-1920

9. DATE OF REPORT

DATED this 31[st ] day of December, 2020.