Rockland Resources Ltd. — Capital/Financing Update 2021

Apr 6, 2021

FORM 51-102F3 Material Change Report

Item 1. Reporting Issuer

Rockland Resources Inc. (the “ Company ”) 1240 – 789 West Pender Street Vancouver, BC V6C 1H2

Item 2. Date of Material Change

A material change took place on April 06, 2021.

Item 3. Press Release

On April 06, 2021, a news release in respect of the material change was disseminated by Accesswire.

Item 4. Summary of Material Change

On April 06 2021, the Company announced a contract proposal for 2,500 meters of HQ diamond drilling has been submitted to established drill contractors in Manitoba and Ontario to mobilize a rig to the Property on, or near, the 3rd week of May.

The Company also announces that it has arranged a non-brokered private placement of up to 10 million units ("Units") at a price of $0.20 per Unit for aggregate gross proceeds of $2,000,000.00 (the "Offering").

Item 5. Full Description of Material Change

On April 06 2021, the Company announced it has agreed to carry out logistics activities and personnel placements directed at the start of a maiden drill program in May, 2021 on our Cole Gold Mines Property located in Ball Township, Red Lake Mining District. A contract proposal for 2,500 meters of HQ diamond drilling has been submitted to established drill contractors in Manitoba and Ontario to mobilize a rig to the Property on, or near, the 3rd week of May.

The Company also announced that it has arranged a non-brokered private placement of up to 10 million units ("Units") at a price of $0.20 per Unit for aggregate gross proceeds of $2,000,000.00 (the "Offering"). Each Unit will be comprised of one common share ("Share") and one half of one transferable Share purchase warrant of the Company ("Warrant"). Each whole Warrant will entitle the Subscriber to purchase one Warrant Share for a 24-month period after the Closing Date at an exercise price of $0.30 per share. Net proceeds of the Financing will be used to advance the corporation's Cole Gold Mines project Ball Township, Red Lake Mining District and for general working capital purposes. Shares issued pursuant

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to the Financing will be subject to a four-month hold period. Finders’ fees may be payable on the private placement, subject to the policies of the Canadian Securities Exchange.

Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

The report is not being filed on a confidential basis.

Item 7. Omitted Information

No information has been omitted.

Item 8. Executive Officer

Mike England, President and CEO and Director (604) 683 3995

Item 9. Date of Report DATED at Vancouver, in the Province of British Columbia on April 06, 2021

This material change report may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company 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 in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable law.

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