O2Gold Inc. — Capital/Financing Update 2021

Apr 21, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

O2Gold Inc. (“ O2Gold ” or the “ Company ”) 65 Queen Street West Suite 900 Toronto, Ontario M5H 2M5

Item 2 Date of Material Change

April 16, 2021

Item 3 News Release

A news release in respect of the material change was issued by O2Gold through the facilities of GlobeNewswire on April 16, 2021 and was subsequently filed on SEDAR.

Item 4 Summary of Material Change

O2Gold has closed its previously announced non-brokered private placement financing (the “ Offering ”). The Company issued 17,390,000 units (each, a “ Unit ”) at a price of $0.20 per Unit for gross proceeds of $3,478,000.

Item 5 Full Description of Material Change

The Company is pleased to announce that it has closed its previously announced non-brokered private placement financing. The Company issued 17,390,000 Units at a price of $0.20 per Unit for gross proceeds of $3,478,000.

Pursuant to the Offering, each Unit consists of one common share of the Company (each, a “ Common Share ”) and one-half of one Common Share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant entitles the holder to acquire one additional Common Share at an exercise price of $0.30 at any time prior to April 16, 2023.

In connection with the Offering, O2Gold paid finder’s fees of $175,000 in cash and issued 875,000 nontransferable finder’s warrants (“ Finder’s Warrants ”) to eligible finders in accordance with the policies of the TSX Venture Exchange (“ TSXV ”). Each Finder’s Warrant entitles the holder thereof to acquire one Common Share at a price of $0.20 at any time prior to April 16, 2023.

All securities issued in connection with the Offering will be subject to a statutory hold period of fourmonths and one day, expiring on August 17, 2021. Completion of the Offering is subject to receipt of final approval of the TSXV.

The Company intends to use the net proceeds of the Offering for general corporate purposes and to satisfy payment obligations in connection with the acquisition of a gold mining project in the Amalfi, Segovia and Zaragoza regions of Antioquia, Colombia.

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

Jaime Lalinde, President and CEO (57) 312 350 5864

Item 9 Date of Report

April 20, 2021

Cautionary Note Regarding Forward-looking Information

This report contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Offering, including the Company’s intended use of proceeds, receipt of final approval of the TSXV and other matters related thereto. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forwardlooking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.