Tarku Resources Ltd. — Capital/Financing Update 2022

Dec 29, 2022

FORM 51-102F3 Material Change Report

1. Name and Address of Company

Tarku Resources Ltd. (the “ Company ”) #602, 224 - 4th Avenue South Saskatoon, Saskatchewan S7K 5M5

2. Date of Material Change

December 21, 2022

3. News Release

The news release was filed on SEDAR on December 21, 2022.

4 Summary of Material Change

Closing of $550,000 /13,750,000 Units Private Placement at $0.04 per Unit.

5. Full Description of Material Change

5.1 Full Description of Material Change

The Company announced that it has closed today a non-brokered private placement (the “ Private Placement ”) for aggregate gross proceeds of $550,000. This Private Placement is comprised of 13,750,000 units (the “ Units ”) at a price of $0.04 per Unit. Each Unit is comprised of one common share and one share purchase warrant. Each whole warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.08 per share, for a period of 36 months from the date the Units are issued.

All securities issued pursuant to the Private Placement is legended with a hold period of four (4) months and one day from the date of issuance. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

The net proceeds of the Private Placement will be used will be used for general working capital purposes.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

7. Omitted Information

None.

8. Executive Officer

Julien Davy, President and Chief Executive Officer, 514 618-7287

9. Date of Report

December 29, 2022