Thor Explorations Ltd. — Capital/Financing Update 2020

Jul 15, 2020

Form 51-102F3 Material Change Report

Item 1 Name and Address of Reporting Issuer

Thor Explorations Ltd. (“ Thor ” or the “ Company ”) 550 Burrard Street, Suite 2900 Vancouver, BC V6C 0A3

Telephone: 1.778.658.6391

Item 2 Date of Material Change

July 9 and July 10, 2020

Item 3 News Release

The Company issued two news releases through Intrado GlobeNewswire on July 10 and July 13, 2020.

Item 4 Summary of Material Change

Thor Explorations Ltd. announced the closing of a brokered private placement. Gross proceeds of $13,558,273 were raised pursuant to the private placement and the Company intends to use the proceeds to fund exploration drilling of the Segilola underground resource and identified satellite targets in proximity to the Segilola gold project. The proceeds will also be used to progress exploration at its prospective Douta Gold Project in Senegal, and for general working capital purposes.

Item 5.1 Full Description of Material Change

On July 10, 2020, the Company announced the closing of the first tranche of its previously announced non-brokered private placement of common shares, raising a total of C$12.5 million through the issuance of 69,479,167 common shares at a price of $0.18 per share.

H&P (Advisory) Limited and Paradigm Capital Inc. acted as Joint Lead Agents to the private placement. The Joint Lead Agents received a cash commission on the offering of 6% of the gross proceeds of the offering.

In connection with the private placement, the Joint Lead Agents arranged for each subscriber to purchase from certain selling shareholders, one common share, for every two shares acquired under the private placement (the “Secondary Offering”). The Company understands a total of 37,774,265 additional common shares were purchase by the subscribers from the selling shareholders a price of $0.16 per share. Such shares, together with the common shares distributed under the private placement, are subject to a four month and one day hold period expiring on November 10, 2020.

Due to some administrative complexities related to the coordination of the private placement with the Secondary Offering, the Company sought to close an additional tranche of the private placement of $1,050,000 under a second tranche.

• 2 -

On July 13, 2020, the Company announced the closing of the second tranche of the private placement, raising an additional C$1.05 million through the issuance of an additional 6,069,363 common shares, therefore increasing the aggregate raised by the Company under the private placement to C$13.55 million (US$9.97 million) through the issuance of an aggregate of 75,548,530 common shares of the Company.

The Company intends to use the net proceeds from the offering to fund further exploration drilling of the Segilola Gold Project underground resource and also to drill identified satellite targets in proximity to the Segilola gold project within the project exploration licence and the Company’s surrounding exploration licences. The proceeds will also be used to progress exploration at its prospective Douta Gold Project in Senegal, and for general working capital purposes. Due to administrative complexities the purchasers under the second tranche of the private placement were unable to participate in the Secondary Offering and as a result the Company agreed to reduce the subscription price of one-third of the shares purchased under the second tranche from $0.18 per share to $0.16 per share so that the average purchase price for the shares purchased under the second tranche was the same as if such purchasers had participated in the Secondary Offering. All of the common shares issued pursuant to the second tranche of the Private Placement will be subject to a four month and one day hold period expiring on November 11, 2020.

After the closing of the private placement, the total number of shares outstanding now is 621,195,975.

Gross proceeds of $13,558,273 were raised pursuant to the private placement and the Company intends to use the proceeds to fund exploration drilling of the Segilola underground resource and identified satellite targets in proximity to the Segilola gold project. The proceeds will also be used to progress exploration at its prospective Douta Gold Project in Senegal, and for general working capital purposes.

Except for the statements of historical fact contained herein, the information presented constitutes “forward looking statements” within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions that could cause the actual results of the Company to differ materially form the forward-looking statements. Such forward-looking statements, including but not limited to, the use of proceeds from the Offering, the closing of the second tranche of the private placement, the potential of the Segilola Gold Project, the advancement of the Douta Project, and gold production. The words “may”, “could”, “should”, “would”, “suspect”, “outlook”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”, “target” and similar words and expressions are used to identify forward-looking information. The forward-looking information in this material change report describes the Company’s expectations as of the date of this material change report and accordingly, is subject to change after such date. Readers should not place undue importance on forwardlooking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time.

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.

• 2 -

Item 8 Executive Officer

For further information, contact Ben Hodges, CFO of the Company, at 1.778.658.6391.

Item 9 Date of Report

Dated July 15, 2020