Orla Mining Ltd. — Capital/Financing Update 2021

Mar 12, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Intercontinental Gold and Metals Ltd. (the “ Company ”) 217 Queen Street West, suite 401 Toronto, ON M5V 0R2

2. Date of Material Change

March 3, 2021

3. News Release

A press release disclosing the material change was released on March 3, 2021, through the facilities of Newsfile Corp.

4. Summary of Material Change

On March 3, 2021 the Company has closed the first tranche of its non-brokered private placement of units (the “ Offering ”) through the issuance of 2,050,000 units (the “ Unit ”) at a price of $0.135 per unit for gross proceeds of $276,750.

5. Full Description of Material Change

In connection with the Offering, the company issued 2,050,000 Units at a price of $0.135 per Unit for gross proceeds of $276,750.

Each Unit is comprised of one common share in the capital of the Company (each, a “ Common Share ”) and one Common Share purchase warrant (each, a “ Warrant ”). Each warrant shall entitle the holder to acquire one Common Share at the exercise price of $0.20 until March 3, 2023 (the “ Warrant Term ”) provided, however, that should the closing price at which the Common Shares trade on the TSX Venture Exchange (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) exceed CDN$0.30 for 20 consecutive trading days at any time following that the date is four month and one day after the closing date, the Company may accelerate the Warrant Term (the “Reduced Warrant Term”) such that the Warrants shall expire on the date which is 30 business days following the date a press release is issued by the Company announcing the Reduced Warrant Term.

In connection with the Offering, the Company paid certain eligible person (each, a “ Finder ”): (i) a cash commission in the aggregate of $12,720; and (ii) an aggregate of 120,000 broker warrants (each, a “ Broker Warrant ”). Each Broker Warrant is exercisable into Common Shares at a price of $0.20 per Common Share until March 3, 2023.

All securities issued pursuant to the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

The report is not being filed on a confidential basis.

7. Omitted Information

No significant facts have been omitted from this Material Change Report.

8. Executive Officer

For further information, contact Gorden Glenn, President and Chief Executive Officer of the Company at 647-985-2785 or info@intercontinentalgold.com.

9. Date of Report

This report is dated at Toronto, this 12[th] day of March, 2021.

Cautionary Statement Regarding Forward-Looking Information

This material change report contains forward‐looking information. The statements are based on reasonable assumptions and expectations of management and Intercontinental Gold provides no assurance that actual events will meet management's expectations. In certain cases, forward‐looking information may be identified by such terms as "anticipates", "believes", "could", "estimates", "expects", "may", "shall", "will", or "would". Although Intercontinental Gold believes the expectations expressed in such forward‐looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those projected. Commodity trading has inherent risks. In addition, factors that could cause actual events to differ materially from the forward-looking information stated herein include any factors, which may include changes in market conditions, changes in metal prices, general economic and political conditions, environmental risks, and community and non-governmental actions. Such factors will also affect whether Intercontinental Gold will ultimately receive the benefits anticipated pursuant to relevant agreements. This list is not exhaustive of the factors that may affect any of the forward‐looking statements. These and other factors should be considered carefully, and readers should not place undue reliance on forward-looking information. Intercontinental Gold does not undertake to update any forward-looking information contained herein except in accordance with securities regulation. Actual results or developments may differ materially from those in forward-looking statements. The Company disclaims any intention or obligation to update or revise any forwardlooking statements, whether as a result of new information, future events or otherwise, save and except as may be required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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