Stuhini Exploration — Capital/Financing Update 2022

Aug 27, 2022

Form 51-102F3 Material Change Report

Item 1. Name and Address of Company

Stuhini Exploration Ltd. (the “ Company ” or “ Stuhini ”) 105 – 1245 West Broadway Vancouver, British Columbia Canada V6H 1G7

Item 2. Date of Material Change

August 19, 2022

Item 3. News Release

News Release dated August 19, 2022 was disseminated through CNW Group.

Item 4.

Summary of Material Change

The Company closed the second and final tranche of its non-brokered private placement (the “ Private Placement ”) previously announced on August 2, 2022 and upsized on August 17, 2022 for gross aggregate proceeds to the Company of $948,310.75. The total aggregate gross proceeds raised under the Private Placement was $1,974,435.75.

Item 5.1

Full Description of Material Change

The Company closed the second and final tranche of the Private Placement previously announced on August 2, 2022 and upsized on August 17, 2022 for gross aggregate proceeds to the Company of $948,310.75. The total aggregate gross proceeds raised under the Private Placement was $1,974,435.75.

Under the second tranche of the Private Placement, the Company has issued a total of 1,185,135 flow-through units of the Company (“ FT Units ”) at a price of $0.45 per FT Unit (the “ FT Unit Offering ”) for total gross proceeds to the Company of $533,310.75. Each FT Unit consists of one (1) common share of the Company (“ Common Share ”) and one half (1/2) of one common share purchase warrant (each whole warrant, an “ FT Warrant ”). The FT Units will qualify as “flow-through shares” for the purposes of the Income Tax Act (Canada) (the “ Tax Act ”). Each FT Warrant will entitle the holder thereof to acquire one Common Share at a price of $0.60 per Common Share for a period of two years from the date of issuance.

The aggregate gross proceeds from the FT Unit Offering will be used to incur “Canadian exploration expenses” which qualify as “flow-through mining expenditures” (within the meaning of the Tax Act) (“ Qualifying Expenditures ”) in order to fund exploration programs on Stuhini’s Ruby Creek Project and Big Ledge Project which are located in British Columbia. The Company will renounce these expenses to the purchasers with an effective date of not later than December 31, 2022.

The Company also issued a total of 1,037,500 non-flow through units of the Company (“ NFT Units ”) at a price of $0.40 per NFT Unit (the “ NFT Unit Offering ”) for total gross proceeds to the Company of $415,000. Each NFT Unit consists of one Common Share and one-half of one common share purchase warrant (each whole warrant, an “ NFT Warrant ”). Each NFT Warrant

will entitle the holder thereof to acquire one Common Share at a price of $0.60 per Common Share for a period of two years from the date of issuance.

The aggregate gross proceeds from the NFT Unit Offering will be used to fund exploration programs on the Company’s other mineral properties, including the Que Project in the Yukon Territory, the South Thompson Nickel project in Manitoba, and any additional exploration projects acquired or staked in the United States through the Company’s wholly owned subsidiary, Arizada Metals Corp, as well as general and administrative expenses.

In connection with the closing of the second tranche of the Private Placement, the Company paid finders’ fees in cash to Leede Jones Gable Inc., Echelon Wealth Partners, Haywood Securities Inc., PI Financial Corp., and Canaccord Genuity Corp. (collectively, the “ Finders ”) totaling $18,604.55, representing 6% of the proceeds raised from the sale of FT and NFT Units placed by the Finders, and issued to the Finders a total of 43,243 non-transferable finder warrants (“ Finder Warrants ”), representing 6% of the FT Units and NFT Units placed by such Finders. Each Finder Warrant entitles the holder to acquire one Common Share at an exercise price of $0.50 until August 19, 2024.

All securities issued pursuant to the second tranche of the Private Placement are subject to a hold period of four months and one day expiring on December 20, 2022.

Item 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

Not applicable.

• Item 8. Executive Officer

David O’Brien, President and Chief Executive Officer Telephone: (604) 418-4019

Item 9. Date of Report

August 26, 2022

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FORWARD-LOOKING STATEMENTS

This material change report contains “forward-looking statements” within the meaning of Canadian securities legislation. Such forward-looking statements concern, without limitation, the intended use of proceeds of the Private Placement and the renunciation of Qualifying Expenditures. Such forward-looking statements or information are based on a number of assumptions which may prove to be incorrect. Assumptions have been made regarding, among other things: conditions in general economic and financial markets; timing and amount of capital expenditures; timing and amount of Qualifying Expenditures incurred; and effects of regulation by governmental agencies. The actual results could differ materially from those anticipated in these forward-looking statements as a result of risk factors including, but not limited to: the availability of funds; the timing and content of work programs; results of exploration activities of mineral properties; the interpretation of drilling results and other geological data; general market and industry conditions; and failure to incur Qualifying Expenditures. Forward-looking statements are based on the expectations and opinions of the Company’s management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. The Company undertakes no obligation to update or revise any forwardlooking statements included in this material change report if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.

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