St. Augustine Gold and Copper Limited — Capital/Financing Update 2021

Dec 10, 2021

MATERIAL CHANGE REPORT FORM 51-102F3

Item 1.Item 2.Item 3.	Name and AddressSt. Augustine Gold & Copper, Ltd.(the “Company”)5th Floor Pryce Tower, J.P. Laurel AvenueBajadaDavao City, N/A8000Date of Material ChangeDecember 9, 2021News Release

The news release describing the material change was disseminated on December 9, 2021 through Stockwatch and filed on SEDAR.

Item 4. Summary of Material Change

The Company announced that it has entered into an agreement with its creditor and major shareholder Queensberry Mining and Development Corp. (“Queensberry”) as well certain of its former officers, particularly, its former SVP, Mr. Michael G. Regino, and its former Interim CFO, Ms. Maryknoll B. Zamora whereby the Company has agreed to convert (a) approximately CAD2,046,206.63 of debt owing to Queensberry into 37,160,039 common shares of the Company; (b) approximately CAD57,964.42 of unpaid salary owing to Mr. Regino to 1,052,660 common shares of the Company; and (c) approximately CAD90,115.28 of unpaid salary owing to Ms. Zamora to 1,636,534 common shares of the Company (collectively, the “Common Shares”) at a deemed price of CAD$0.055065 per Common Share (the “Debt Conversion”).

Closing of the Debt Conversion occurred on December 9, 2021.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Company announced that it has entered into an agreement with its creditor and major shareholder Queensberry Mining and Development Corp. (“Queensberry”) as well certain of its former officers, particularly, its former SVP, Mr. Michael G. Regino, and its former Interim CFO, Ms. Maryknoll B. Zamora whereby the Company has agreed to convert (a) approximately CAD2,046,206.63 of debt owing to Queensberry into 37,160,039 common shares of the Company; (b) approximately CAD57,964.42 of unpaid salary owing to Mr. Regino to 1,052,660 common shares of the Company; and (c) approximately CAD90,115.28 of unpaid salary owing to Ms. Zamora to 1,636,534 common shares of the Company (collectively, the “Common Shares”) at a deemed price of CAD$0.055065 per Common Share (the “Debt Conversion”). Following completion of the Debt Conversion, (a) Queensberry will hold 325,836,898 Common Shares, representing approximately 37.26% of the issued and outstanding Common Shares; (b) Mr. Regino will hold 1,052,660 Common Shares, representing approximately 0.12% of the issued and outstanding Common Shares; and (c) Ms. Zamora will hold 1,636,534 Common Shares, representing approximately 0.19% of the issued and outstanding Common Shares.

Closing of the Debt Conversion occurred on December 9, 2021.

The Debt Conversion is a “related party transaction” for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on an exemption from the minority approval and formal valuation requirements of MI 61-101 due to the fact that the value of the transaction does not represent greater than 25% of the market capitalization of the Company.

The Company has not filed a material change report 21 days prior to the closing of the Debt Conversion as no agreement to that effect was in place at that time.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

Item 7. Omitted Information

No information has been omitted in respect of this material change.

Item 8.

Executive Officer

The following executive officer of the Company is knowledgeable about the material change disclosed in this report and may be contacted as follows:

D. Richard Skeith Telephone: (403) 268-7085

Item 9. Date of Report

December 10, 2021.

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