Shooting Star Acquisition Corp. — Capital/Financing Update 2021

Jan 1, 2021

51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Shooting Star Acquisition Corp. (the “ Company ”) #1000 – 409 Granville Street Vancouver, BC, V6C 1T2

Item 2 Date of Material Change

December 23, 2020

Item 3 News Release

The news release dated December 30, 2020, was disseminated through Stockwatch.

Item 4 Summary of Material Change

The Company has completed the second tranche of a subscription receipt private placement by issuing 2,692,416 subscription receipts of the Company (each, a “ Sub Receipt ”) at a price of $0.15 per Sub Receipt. Each Sub Receipt is convertible, upon satisfaction of certain escrow release conditions (namely, the final acceptance of the TSXV of the Qualifying Transaction), and without payment of additional consideration, into is one common share of the Company and one-half of one common share purchase warrant, with each whole warrant being exercisable into one common share at an exercise price of $0.25 per share for a period of 30 months following the escrow release date.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

See Item 4 above and the attached news release for a full description of the material change.

5.2 Disclosure for Restructuring Transactions

N/A

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

N/A

Item 7 Omitted Information

None.

Item 8 Executive Officer

Geoff Balderson

Chief Executive Officer, Chief Financial Officer and Secretary (604) 602-0001

Item 9 Date of Report

December 31, 2020

SHOOTING STAR ACQUISITION CORP. #1000, 409 Granville Street Vancouver, BC V6C 1T2

Not for distribution to U.S. news wire services or dissemination in the United States

Shooting Star Announces Closing of Second Tranche of Previously Announced Financing

December 30, 2020 – Vancouver, British Columbia – Shooting Star Acquisition Corp. (the “ Company ”) (TSXV: SSSS.P), a capital pool company pursuant to Policy 2.4 – Capital Pool Companies (“ Policy 2.4 ”) of the TSX Venture Exchange (the “ TSXV ”), is pleased to announce that it has closed the second tranche of its previously announced non-brokered private placement (the “ Financing ”) of subscription receipts (each a “ Subscription Receipt ”) by issuing 2,692,416 Subscription Receipts at a price of $0.15 per Subscription Receipt (the “ Second Tranche ") for aggregate gross proceeds of $403,862. Together with the first tranche of the Financing, which closed on September 11, 2020, the Company has issued a total of 10,990,981 Subscription Receipts, for aggregate gross proceeds of $1,648,647, under the Financing.

Each Subscription Receipt issued pursuant to the Second Tranche will be convertible upon satisfaction of its escrow release conditions (namely, the final acceptance of the TSXV of the Company’s acquisition of an option to acquire the Tassawini Gold Property, which will constitute the Company’s Qualifying Transaction, as such term is defined under Policy 2.4 (the “ Qualifying Transaction ”)), and without payment of additional consideration, into one common share of the Company (a “ Common Share ”) and one-half (1/2) of one common share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant will be exercisable into one Common Share at an exercise price of $0.25 per Common Share for a period of thirty (30) months from the date of issuance.

In connection with the Second Tranche, Canaccord Genuity Corp. (“ Canaccord ”) acted as the Company’s financial advisor pursuant to a finder’s fee agreement pursuant to which the Company will (i) pay Canaccord a cash fee (the “ Cash Fee ”) equal to 7% of the gross proceeds raised from the Subscription Receipts issued to subscribers introduced to the Company by Canaccord and (ii) issue to Canaccord, Agent’s Warrants (the “ Agent’s Warrants ”) equal to 7% of the Subscription Receipts subscribed for by persons introduced to the Company by Canaccord. Payment of the Cash Fee and issuance of the Agent’s Warrants will occur upon closing of the Qualifying Transaction.

Please refer to the Company’s press releases of November 27, 2020 and September 15, 2020 for further information respecting the Qualifying Transaction and the expected use of proceeds from the Financing.

This news release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall it constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or exempt therefrom.

About Shooting Star Acquisition Corp.

Shooting Star is a CPC created to identify and evaluate potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and add shareholder value. Except as permitted under the TSXV’s CPC policy, until the completion of the Qualifying Transaction, Shooting Star

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will not carry on business, other than the identification and evaluation of companies, businesses or assets with a view to completing a Qualifying Transaction within 24 months of listing.

Trading of the Common Shares remains halted in connection with the Qualifying Transaction and will recommence at such time as the TSXV may determine, having regard to the completion of certain requirements pursuant to Policy 2.4 of the TSXV. Further details of the Qualifying Transaction will follow in future press releases.

For further information, please contact:

Geoff Balderson

Chief Executive Officer, Chief Financial Officer, and Secretary Telephone: 604-602-0001 Email: gb@harmonycs.ca

ON BEHALF OF THE BOARD OF DIRECTORS

Geoff Balderson President, CEO and Director

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains certain statements that are “forward-looking information” under Canadian securities laws. This forward-looking information includes, or may be based upon estimates, forecasts and statements of management’s expectations concerning the acquisition of the Tassawini Gold Property, and the satisfaction of conditions to complete the Qualifying Transaction, including among other items the approval of the TSXV and other regulatory and government approvals associated with the Tassawini Gold Property located in the Co-operative Republic of Guyana. There can be no assurances that the expectations underlying the forward-looking information will prove to be accurate, and actual results and future events could differ materially and substantially from those anticipated in such statements. Investors should not rely on forward-looking information because it is subject to a variety of risks, uncertainties and other factors that could cause actual results to differ materially from the Company's expectations, and expressly does not undertake any duty to update forward-looking statements. These factors include, but are not limited to the following: uncertainty about whether the Company will be successful in receiving the necessary approvals and fulfilling all the conditions to closing of the Qualifying Transaction and the timing of any of the individual elements; and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by any forward-looking information.