Stroud Resources Ltd. — Capital/Financing Update 2020

Aug 7, 2020

FORM 51-102F3 MATERIAL CHANGE REPORT

ITEM 1 — Name and Address of Company

Stroud Resources Ltd. (“ Stroud ” or “ Company ”) 1090 Don Mills Road Suite 404 Toronto, Ontario M3C 5R6

ITEM 2 — Date of Material Change

July 30, 2020.

ITEM 3 — News Release

A press release was disseminated on August 30, 2019 through the facilities of Globe Newswire and subsequently filed on SEDAR. A copy of this press release is attached hereto as Schedule “A”.

ITEM 4 — Summary of Material Change

The Company has closed a non-brokered private placement (“ Private Placement ”) for gross proceeds of $3,000,000, issuing 7,500,000 units (each a “ Unit ”) at $0.40 per Unit. Each Unit consists of one common share of the Company (a “ Common Share ”) and one-half (½) common share purchase warrant (a “ Warrant ”). Each whole Warrant is exercisable to purchase one Common Share at an exercise price of $0.60 until July 30, 2021.

The Company intends to rely on the exemptions from the 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 the insider participation in this Private Placement.

The Company paid finder’s fees in a cash commission equal to 7% of aggregate proceeds from the sale of Units sourced by the finder as well as finder’s warrants (the “ Finder’s Warrants ”) in an amount which is equal to 7% of the aggregate number of Units sourced by the finder pursuant to the Private Placement. Each Finder’s Warrant is exercisable to purchase one Common Share at an exercise price of $0.60 until July 30, 2022.

ITEM 5 — Full Description of Material Change

Please refer to Schedule “A”.

ITEM 6 — Reliance on Section 7.1(2) or (3) of National Instrument 51-102 of the Act N/A

ITEM 7— Omitted Information

N/A

ITEM 8 — Executive Officer

Mirsad Jakubovic, Chief Financial Officer and Director. 416-888-8731

ITEM 9 — Date of Report August 7, 2020.

4815-3076-3719, v. 2

Schedule “A” News Release

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