Tarku Resources Ltd. — Capital/Financing Update 2023

Mar 9, 2023

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 March 3, 2023

3. News Release The news release was filed on SEDAR on March 3, 2023.

4. Summary of Material Change Closing of $290,500 / 4,150,000 Units Private Placement at $0.07 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 $290,500. This Private Placement is comprised of 4,150,000 units (the “Units”) at a price of $0.07 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 $0.12 per share, for a period of 24 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.

Certain insiders of the Company may acquire Units in the Offering. Any participation by insiders in the Private Placement would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Company's market capitalization.

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

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5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

1. Omitted Information

None.

1. Executive Officer

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

1. Date of Report

March 9, 2023