Pacific Ridge Exploration Ltd. — Capital/Financing Update 2020

Aug 20, 2020

51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Pacific Ridge Exploration Ltd. (the “Company”) Suite 1100 - 1111 Melville Street Vancouver, BC V6E 3V6

Item 2 Date of Material Change

August 14, 2020

Item 3 News Release

A news release was issued in Vancouver, British Columbia on August 18, 2020 and distributed through Newsfile.

Item 4 Summary of Material Change

The Company closed its private placement.

Item 5 Full Description of Material Change

The Company has closed the first tranche of its previously announced flow-through private placement by issuing 2,569,999 units at a price of $0.075 per unit (“FT Unit”) for gross proceeds of $192,750. Each FT Unit consists of one common share of the Company that qualifies as a “flow-through share” for the purposes of the Income Tax Act (Canada) and one-half of one common share purchase warrant, with each whole warrant exercisable to purchase one additional non-flow-through common share at an exercise price of $0.12 for a period of 18 months, subject to the following acceleration provision: if at any time after 4 months from the date of issue of the warrants the closing market price of the Company’s common shares on the TSX Venture Exchange is greater than $0.35 per share for 20 consecutive trading days (the “Triggering Event”), the Company may, within 5 days of the Triggering Event, accelerate the expiry date of the warrants by giving notice thereof to the holders of the warrants, by way of press release, in which event the warrants will expire on the 30th day after the date on which such notice is given. Securities issued in this first tranche of the private placement include a legend restricting trading of the securities until December 15, 2020. Finder’s fees of 6% cash and 6% finder’s warrants are payable on a portion of the private placement. The private placement and payment of finder’s fees are subject to TSX Venture Exchange acceptance. Net proceeds from the private placement will be used for carrying out surface exploration programs at its Kliyul and Redton Au-Cu porphyry prospects in central British Columbia.

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

This report is not being filed on a confidential basis in reliance on subsection 7.1(2) of National Instrument 51-102.

Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8 Executive Officer

The following officer of the Company is knowledgeable about the material change disclosed in this report: Gerald Carlson, President, Tel: (604) 687-4951

Item 9 Date of Report

August 19, 2020