ONGOLD RESOURCES LTD. — Capital/Financing Update 2024

Mar 15, 2024

MATERIAL CHANGE REPORT FORM 51-102F3

Name and Address of Company

1348515 B.C. Ltd. (the “ Company ”) 1 Adelaide Street East, Suite 801 Toronto, Ontario M5C 2V9

Date of Material Change

March 5, 2024.

News Release

A news release announcing the material change was issued on March 8, 2024, through the facilities of Newsfile Corp., a copy of which has been filed under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.

Summary of Material Change

On March 5, 2024, the Company announced that its wholly owned subsidiary 1462356 B.C. Ltd (“ Finco ”) has closed a first tranche of its non-brokered private placement financing through the issuance of an aggregate of 3,575,901 subscription receipts of Finco (each, a “ Subscription Receipt ”) at a price of $0.51 per Subscription Receipt for gross proceeds of $1,823,709.51 (the “ Offering ”). Finco and the Company anticipate closing a further tranche of the Offering later this month.

Full Description of Material Change

The Subscription Receipts issued pursuant to the Offering will automatically convert, without payment of any additional consideration or further action on the part of the holder thereof, and subject to adjustment in certain events, into one common share in the capital of Finco (each, a “ Common Share ”), upon the satisfaction or waiver of certain conditions precedent, as further set forth in the Subscription Receipt Agreement (as defined herein). The Subscription Receipts were created and issued pursuant to, and are governed by, the terms and conditions of a subscription receipt agreement dated March 1, 2024 (the “ Subscription Receipt Agreement ”) between the Company, Finco and Endeavor Trust Corporation, in its capacity as subscription receipt agent and escrow agent.

The net proceeds derived from the Offering will be used by the Company, following an amalgamation of Finco and another wholly-owned, newly incorporated subsidiary of the Company, which will occur concurrently with the closing of the transaction between the Company and Northern Superior Resources Inc., (“ Northern Superior ”) (the “ Proposed Transaction ”) as described in the news release of the Company and Northern Superior dated July 10, 2023 (the “ Comprehensive News Release ”) to fund the Proposed Transaction as well as for working capital requirements and other general corporate purposes. The securities issued in connection with the Offering are subject to a statutory hold period whereby the investors may not sell the securities before the later of four months and one day from (a) the date of issuance and (b) the date the Finco first becomes a reporting issuer. The Company may pay certain eligible persons (each, a “ Finder ”) finder’s fees, payable upon closing of the Proposed Transaction.

The securities distributed pursuant to the Offering have not and will not be registered under the U.S. Securities Act of 1933 or any U.S. state securities laws and may not be offered or sold in the United States unless the securities have been registered under the U.S. Securities Act of 1933 and any applicable state securities laws, or in compliance with the requirements of an exemption therefrom.

Further details regarding the Proposed Transaction can be found in the Comprehensive News Release and will be provided in subsequent news releases of the Company and Northern Superior. The completion of the Proposed Transaction is subject to a number of conditions precedent, including but not limited to, receipt of all necessary corporate, stock exchange and other approvals. There can be no assurance that the

Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the disclosure document to be prepared by the Company in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

Disclosure for Restructuring Transactions

Not applicable

Reliance on Section 7.1(2) of National Instrument 51-102

Not applicable.

Omitted Information

Not applicable.

Executive Officer

For additional information with respect to this material change, please contact:

TJ Finch Chief Executive Officer, Chief Financial Officer & Director Telephone: (647) 738-8063 Email: tj@kilncapitaladvisors.com

Date of Report

March 15, 2024.