Rockridge Resources Ltd. — Capital/Financing Update 2021

Mar 5, 2021

Form 51-102F3 Material Change Report

1. Name and Address of Company

Rockridge Resources Ltd.

Suite 1610 - 777 Dunsmuir Street Vancouver, BC, Canada, V7Y 1K4 (the “Company”)

2. Dates of Material Change(s)

March 5, 2021

3. News Release(s)

A news release was issued on March 5, 2021 and disseminated via Globe Newswire to section 7.1 of National Instrument 51–102.

4. Summaries of Material Changes

The Company announces that it has completed a non-brokered private placement financing for total gross proceeds of $2,511,300. The Company has issued 15,620,000 non flow-through units at a price of CAD $0.125 per Unit and 3,991,429 flow-through units at a price of CAD $0.14 per FT Unit.

5. Full Description of Material Changes

News Release dated March 5, 2021 – See Schedule “A”.

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

Not applicable.

7. Omitted Information

No information has been omitted.

8. Executive Officer

Mr. Grant Ewing, CEO of the Company, is knowledgeable about the material change contained herein and may be reached at (604) 687-3376.

9. Date of Report

This report is dated March 5, 2021.

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SCHEDULE “A” to the Material Change Report dated March 5, 2021

March 5[th] , 2021

NEWS RELEASE

- Rockridge Resources Completes Oversubscribed Non Brokered Financing

Vancouver, BC – Rockridge Resources Ltd. (TSX-V: ROCK) (“Rockridge” or the “Company”) is pleased to announce that it has completed a non-brokered private placement financing for total gross proceeds of $2,511,300 (the “Private Placement”). The Company has issued 15,620,000 non flow-through units (the "Units") at a price of CAD $0.125 per Unit and 3,991,429 flow-through units (the “FT Units”) at a price of CAD $0.14 per FT Unit.

Each Unit is comprised of one common share and one warrant, each warrant entitling the holder to purchase one additional common share for a period of sixty months at a price of CAD $0.22 per share. Each FT Unit is comprised of one common share and one-half of one warrant, each whole warrant entitling the holder to purchase one nonflow through common share for a period of thirty-six months at a price of CAD $0.22. In addition, the Company has paid finder's fees totaling $63,000 and issued an aggregate 475,714 finder's warrants to arm's-length parties, with each finder’s warrant entitling the holder to purchase one common share for a period of thirty-six months at a price of CAD $0.22.

The Company intends to use the proceeds from this Private Placement for exploration activities and the upcoming drilling program at its Knife Lake Copper Project in Saskatchewan, as well as for general working capital purposes. The Private Placement is subject to TSX Venture Exchange approval and all securities issued will be subject to a hold period expiring four months and one day from issuance.

A portion of the Private Placement constitutes a "related party transaction" within the meaning of Exchange Policy 5.9 and Multilateral Instrument 61-101 -Protection of Minority Security Holders in Special Transactions ("MI 61-101") adopted in the Policy. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Private Placement.

About Rockridge Resources Ltd.:

Rockridge Resources is a publicly traded mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties in Canada and other mining-friendly jurisdictions. The Company's Knife Lake Project is in Saskatchewan, which is ranked as one of the top mining jurisdictions in the world by the Fraser Institute. The project hosts the Knife Lake deposit, which is a VMS, near-surface copper-cobalt-gold-silver-zinc deposit open along strike and at depth. The Company’s Raney Gold Project is a high-grade gold exploration project located in the same greenstone belt that hosts the world-class Timmins and Kirkland Lake lode gold mining camps. Rockridge’s goal is to maximize shareholder value through new mineral discoveries, committed long-term partnerships, and the advancement of exploration projects in geopolitically favourable jurisdictions.

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Additional information about Rockridge Resources and its project portfolio can be found on the Company’s website at www.rockridgeresourcesltd.com.

Rockridge Resources Ltd.

“Grant Ewing”

Grant Ewing CEO

For further information contact myself or:

Jordan Trimble, President or Spencer Coulter, Corporate Communications

Rockridge Resources Ltd. Telephone: 604-687-3376 Toll Free: 800-567-8181 Facsimile: 604-687-3119 Email: info@rockridgeresourcesltd.com

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