Puma Exploration Inc. — Capital/Financing Update 2021

Dec 29, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and address of the Company Puma Exploration Inc. (the “ Company ” or “ Puma ”) 175, rue Legaré Rimouski, Québec G5L 3B9 Item 2 Date of material change December 17, 2021 Item 3 News release via Globe NewsWire on December 17, 2021. Item 4 Summary of material change

The Company issued a news release with respect to the material change described herein via Globe NewsWire on December 17, 2021.

Puma has completed its previously announced brokered private placement. Pursuant to the Offering, a total of 10,000,000 flow-through common shares (the " Flow-Through Shares ") of the Company were sold at a price of C$0.50 per Flow-Through Share (the " Offer Price ") for total gross proceeds of C$5,000,000 (the " Offering "). Desjardins Capital Markets acted as sole bookrunner and agent (the " Agent ").

Item 5 Full description of material change

Puma has completed its previously announced brokered private placement. Pursuant to the Offering, a total of 10,000,000 Flow-Through Shares of the Company were sold at the Offer Price for total gross proceeds of C$5,000,000. Desjardins Capital Markets acted as sole bookrunner and agent.

The gross proceeds of the Flow-Through shares sold under the Offering will be used to explore Puma's Williams Brook Gold project located in New Brunswick. The Company agrees that an amount equal to the gross proceeds received by the Company will be used to incur Canadian Exploration Expenses (CEE), which will qualify as "flow-through mining expenditures", (each as defined in the Income Tax Act (Canada) (the " Tax Act ") and referred to as a "Qualifying Expenditures") related to the exploration program of the Company. The Company will renounce such Qualifying Expenditures with an effective date of no later than December 31st, 2021. The Flow-Through Shares sold under the Offering will be subject to a statutory hold period lasting four months and one day following December 17th, 2021.

One insider of the Company acquired 40,000 Flow-Through Shares pursuant to the Offering. Such participation is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101").

The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61101, as the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the expected closing of the Offering, as the details of the Offering were not settled

until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons and in a timeframe consistent with usual market practices for transactions of this nature.

As consideration for its services in connection with the Offering, the Company has paid the Agent a cash commission of 7.0% of the gross proceeds of the Offering and issued to the Agent broker warrants (" Broker Warrants ") equal to 5.0% of the number of FlowThrough Shares sold under the Offering. Each Broker Warrant will entitle the holder thereof to acquire one common share of the Company at the Offer Price for a period of 24 months from the Closing Date.

The TSX Venture Exchange has conditionally approved the issuance of securities in the Offering, but the issuance remains subject to their final approval.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction where such offer, sale or solicitation is not permitted.

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

N/A

Item 7 Omitted Information

None

Item 8 Executive Officer

Marcel Robillard, Chief Executive Officer Tel: 418 724-0901

Item 9 Date of Report

December 27, 2021

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