Rockridge Resources Ltd. — Capital/Financing Update 2022

Mar 10, 2022

Form 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company Rockridge Resources Ltd . Suite 1610 – 777 Dunsmuir Street, Vancouver, BC, V7Y 1K4 Telephone: (604) 687-3376 Fax: (604) 687-3119

Item 2. Date of Material Change

March 10[th] , 2022

Item 3. News Release

A news release was issued throughout Canada by wire service on March 10[th][ , ] 2022 and filed on SEDAR on that same day.

Item 4. Summary of Material Chan

Rockridge Resources Completes Oversubscribed Non-Brokered Financing

Item 5. Full Description of Material Change

See “Schedule A”

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

N/A

Item 7. Omitted Information None. Item 8. Executive Officer Jonathan Wiesblatt, CEO Phone: (604) 687-3376 Item 9. Date of Report March 10, 2022

SCHEDULE A

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Suite 1610 – 777 Dunsmuir Street, Vancouver, BC, Canada, V7Y1K4

TSX-V Trading Symbol: ROCK Email: info@rockridgeresourcesltd.com

Telephone: (604) 687-3376 Facsimile: (604) 687-3119

March 10[th] , 2022

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 $2,362,450 (the “Private Placement”). The Company has issued 15,988,335 non flowthrough units (the "Units") at a price of CAD $0.09 per Unit and 9,235,000 flow-through units (the “FT Units”) at a price of CAD $0.10 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 thirty-six months at a price of CAD $0.15 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 non-flow through common share for a period of thirty-six months at a price of CAD $0.15. In addition, the Company has paid finder's fees totaling $74,444 and issued an aggregate 762,720 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 $0.15.

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 (TSX.V: ROCK) is a public mineral exploration company focused on the acquisition, exploration and development of mineral resource properties in Canada, specifically copper and gold. The Company’s core copper project is the Knife Lake Project located in Saskatchewan which

is ranked as a top mining jurisdiction in the world by the Fraser Institute. The project hosts the Knife Lake Deposit, which is a VMS, near-surface Cu-Co-Au-Ag-Zn deposit open along strike and at depth. There is strong discovery potential in and around the deposit area as well as at regional targets on the large property package. The Company's secondary asset is the Raney Gold Project, which is a highgrade gold exploration project located in the same greenstone belt that hosts the world class Timmins and Kirkland Lake lode gold mining camps. Recently reported drill hole RN 20-06 intersected 28.0 g/t gold over 6.0 metres at a shallow vertical level of 95 metres, which is the best result from the project thus far. 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.

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

Rockridge Resources Ltd.

“Jonathan Wiesblatt”

Jonathan Wiesblatt CEO

For further information contact myself or:

Jordan Trimble, President or Riley Trimble, Corporate Communications Rockridge Resources Ltd. Telephone: 604-687-3376 Toll Free: 800-567-8181 Facsimile: 604-687-3119 Email: info@rockridgeresourcesltd.com

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.

Forward Looking Information

This release includes certain statements that may be deemed to be "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expects, are forward-looking statements. Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements”. Forward-looking statements may be identified by words including “anticipates”, “believes”, “intends”, “estimates”, “expects” and similar expressions. Although management 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 the forward-looking statements. The Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forwardlooking statements, include market prices, exploration and development successes, continued

availability of capital and financing, and general economic, market or business conditions. Please see the public filings of the Company at www.sedar.com for further information.