Orea Mining Corp. — Capital/Financing Update 2020

Feb 24, 2020

Form 51–102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of the Company

Columbus Gold Corp. (the “ Company ” or “ Columbus Gold ”) 1090 Hamilton Street Vancouver, BC V6B 2R9

Item 2 Date of Material Change

February 7, 2020

Item 3 News Release

A news release was disseminated on February 13, 2020 to the Toronto Stock Exchange and through Cision and filed on SEDAR with the securities commissions or securities regulatory authorities of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.

Item 4 Summary of Material Changes

The Company announced a $2.5M private placement fully subscribed by OCIM Finance, a company controlled by Laurent Mathiot

Item 5 Full Description of Material Change

The Company announced a non-brokered private placement (the “ Private Placement ”) for gross proceeds of CAD$2.5 million, to be fully subscribed by OCIM Finance (“ OCIM ”), a precious metals merchant and financing company, controlled by Laurent Mathiot a director of Columbus Gold.

The Private Placement is for 15,625,000 units at a price of CAD$0.16 per unit. Each unit is comprised of one common share of Columbus (a “ Share ”), and a half warrant. Each full warrant entitles the holder, on exercise, to purchase one Share at a price of CAD$0.24, for a period of 18 months from the closing date of the Private Placement. There are no finders’ fees associated with the Private Placement. The Private Placement is subject to the approval of the Toronto Stock Exchange.

The proceeds of the Private Placement will be used for exploration and general working capital purposes.

As a result of the Private Placement, Laurent Mathiot’s indirect beneficial ownership through OCIM of securities of the Company increases from 9.4% to 19.79%, in each case assuming the exercise of the warrants held by OCIM.

The Private Placement was considered and approved by the Board of the Company, with Laurent Mathiot declaring his interest and abstaining from voting at a meeting held on February 7, 2020 for such purpose. There was no valuation in respect of the Company done in connection with the Private Placement or otherwise in the past 24 months. The Company relied upon the exemptions from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101 respectively, since neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Private Placement exceeds 25% of the Company’s market capitalization.

See the attached news release for a full description of the material changes described herein.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51–102 Not applicable.

Item 7 Omitted Information Not applicable.

Item 8 Executive Officer Rock Lefrançois, President and CEO Phone: (604) 638-3944 Item 9 Date of Report February 24, 2020

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Columbus Gold Corp. 1090 Hamilton Street Vancouver, B.C.V6B 2R9

Phone: (604) 634-0970 Fax: (604) 634-0971 Toll Free: 1 888 818-1364

info@columbusgold.com www.columbusgold.com

NEWS RELEASE

Columbus Gold Announces $2.5 Million Private Placement

Vancouver, BC, Canada, February 13, 2020. Columbus Gold Corp. (CGT: TSX, CGTFF: OTCQX) (“ Columbus ”) is pleased to announce a non-brokered private placement (the “ Private Placement ”) for gross proceeds of CAD$2.5 million, to be fully subscribed by OCIM Finance (“ OCIM ”), a precious metals merchant and financing company, controlled by Laurent Mathiot a director of Columbus Gold.

The Private Placement is for 15,625,000 units at a price of CAD$0.16 per unit. Each unit is comprised of one common share of Columbus (a “ Share ”), and a half warrant. Each full warrant entitles the holder, on exercise, to purchase one Share at a price of CAD$0.24, for a period of 18 months from the closing date of the Private Placement. There are no finders’ fees associated with the Private Placement. The Private Placement is subject to the approval of the Toronto Stock Exchange.

The proceeds of the Private Placement will be used for exploration and general working capital purposes.

About Columbus

Columbus is French Guiana’s leading gold exploration and development company with a portfolio of high-quality projects in a highly prospective and underexplored segment of the Guiana Shield. Its objective is to discover economic gold deposits that can be developed following the highest international standards for Responsible Mining. Columbus holds a major interest in the world-class Montagne d’Or mine development project. It is also advancing the Maripa gold exploration project, where past drilling had returned excellent near surface results, including 36 metres of 4.3 g/t gold.

ON BEHALF OF THE BOARD,

Rock Lefrançois President & CEO

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For more information contact:

Investor Relations (604) 634-0970 or 1-888-818-1364 info@columbusgold.com

Certain statements and information contained in this press release constitute "forward-looking statements" within the meaning of applicable U.S. securities laws and “forward-looking information” within the meaning of applicable Canadian securities laws, which are referred to collectively as "forward-looking statements". The United States Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. Forward-looking statements are statements and information regarding possible events, conditions or results of operations that are based upon assumptions about future economic conditions and courses of action. All statements and information other than statements of historical fact may be forward-looking statements. In some cases, forward-looking statements can be identified by the use of words such as “seek”, “expect”, “anticipate”, “budget”, “plan”, “estimate”, “continue”, “forecast”, “intend”, “believe”, “predict”, “potential”, “target”, “may”, “could”, “would”, “might”, “will” and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. Forward-looking statements in this and other press releases include but are not limited to statements and information regarding: its plans, or modifications thereunder, to develop Montagne d’Or; the construction and development plans for the Montagne d’Or gold mine, including anticipated timing thereof; the satisfaction of additional requirements to the construction of the Montagne d’Or gold mine, including but not limited to, the submission and processing of mine permit applications; the timing and rendering of a decision regarding the development of the gold mining industry in French Guiana; private placement plans; and the earning into of the Maripa and Rhea gold exploration projects and related exploration objectives and plans. Such forward-looking statements are based on a number of material factors and assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to differ materially from those anticipated in such forward-looking information. You are cautioned not to place undue reliance on forward-looking statements contained in this press release. Some of the known risks and other factors which could cause actual results to differ materially from those expressed in the forward-looking statements are described in the sections entitled “Risk Factors” in the Annual Information Form of Columbus Gold Corp., available on SEDAR under Columbus’ profile at www.sedar.com. Actual results and future events could differ materially from those anticipated in such statements. Columbus undertakes no obligation to update or revise any forward-looking statements included in this press release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.

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