Thunderbird Minerals Corp. — Capital/Financing Update 2023

Jun 9, 2023

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Thunderbird Minerals Corp. (the “Company”) 2110 – 650 West Georgia Street Vancouver, BC V6B 4N9

Item 2. Date of Material Change

June 9, 2023

Item 3. News Release

A news release was issued on June 9, 2023 and disseminated through Stockwatch.

Item 4. Summary of Material Change

The Company has completed a non-brokered private placement of (1) an aggregate of 765,332 flowthrough units (the " FT Units ") at a price of CDN$0.12 per FT Unit for gross proceeds of CDN$91,840, and (2) an aggregate of 4,402,500 non-flow through units (“ NFT Unit ”) at a price of CDN$0.10 per NFT Unit for gross proceeds of CDN$440,250.

Item 5.1 Full Description of Material Change

See attached News Release.

Item 5.2 Disclosure for Restructuring Transactions

N/A

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

N/A

Item 7. Omitted Information

N/A

Item 8. Executive Officer

Donna M. Moroney, Corporate Secretary 604.831-9304

Item 9. Date of Report

June 9, 2023

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

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THUNDERBIRD MINERALS CORP. 2110 -650 West Georgia Street Vancouver, British Columbia Canada, V6B 4N9 Telephone: 604 568 8807 Facsimile: 604 681 1864 www.thunderbirdminerals.ca

Thunderbird Closes Flow-Through and Non-Flow Through Private Placements

Vancouver, British Columbia, June 9, 2023 – Thunderbird Minerals Corp. (the “ Company ” or “ Thunderbird ”) is pleased to announce that it has completed the non-brokered private placement (the "Offering") described in its news release of April 20, 2023. In connection with the closing of the Offering, the Company issued (1) an aggregate of 765,332 flow-through units (the " FT Units ") at a price of CDN$0.12 per FT Unit for gross proceeds of CDN$91,840, and (2) an aggregate of 4,402,500 non-flow through units (each, an “ NFT Unit ” and, together with the FT Units, the “ Units ”) at a price of CDN$0.10 per NFT Unit for gross proceeds of CDN$440,250 (the “ NFT Offering ” and, together with the FT Offering, the “ Offering ”).

Each FT Unit consists of one common share of the Company to be issued on a “flow-through” basis (each, a “ FT Share ”) pursuant to the Income Tax Act (Canada) (the “ Tax Act ”) and one-half of one common share purchase warrant (each, a “ Warrant ”), with each full Warrant entitling the holder to purchase one additional non-flow-through common share (each, a “ Warrant Share ”) at a price of $0.20 per Warrant Share for a period of 24 months from the closing of the Offering, being June 9, 2025.

Each NFT Unit consists of one common share of the Company to be issued on a “non-flow-through” basis (each, an “ NFT Share ”) and one-half Warrant.

An insider of the Company acquired an aggregate of 390,000 Units in the Offering, which participation constituted a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units acquired by the insider, nor the consideration for the Units paid by such insider, exceed 25% of the Company's market capitalization. As required by MI 61-101, the Company advises that it expects to file a material change report relating to the Offering less than 21 days before completion of the Offering, which is necessary to complete the Offering in an expeditious manner and is reasonable in the circumstances.

Thunderbird intends to use the net proceeds of the FT Offering for eligible Canadian Exploration Expenses, within the meaning of the Income Tax Act (Canada) and to use the net proceeds of the NFT Offering for

exploration expenditures on its properties as well as for general working capital purposes.

The Company will pay aggregate finder’s fees of CDN$4,200 in connection with subscriptions from subscribers introduced to the Offering by Canaccord Genuity Corp. and Haywood Securities Inc.

About Thunderbird Minerals Corp.

Thunderbird is a junior grassroots explorer focused on the discovery of new precious metal and copper projects through systematic exploration in metal endowed terranes located in tier one mining jurisdictions in North America. Thunderbird’s focus is to develop its portfolio of projects to the mineral resource stage. Thunderbird’s projects include its material property, the Bullseye property in the Wels District of the Yukon. The Company’s other properties are the Eagle Mountain gold property in the Cassiar Gold District in northern British Columbia and the Argo copper and gold property near Quesnel, British Columbia. Thunderbird continues to look for attractive properties throughout North America.to add to its early-stage project pipeline.

ON BEHALF OF THE BOARD

John Newell President and Chief Executive Officer

For additional information, please visit Thunderbird's website at www.thunderbirdminerals.ca or contact John Newell by telephone (604) 568-8807 or by email at info@thunderbirdminerals.ca or john.newell@thunderbirdminerals.ca.

Cautionary Statement Regarding Forward-Looking Information

Certain information contained in this news release constitutes “forward-looking information” or “forward-looking statements” (collectively, “forward-looking information”). Without limiting the foregoing, such forward-looking information includes statements regarding the process and completion of the Offering, the use of proceeds of the Offering and any statements regarding the Company’s business plans, expectations and objectives. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking information. Forward-looking information should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking information is based on information available at the time and/or the Company management’s good faith belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company’s control. The forward-looking information set forth herein reflects the Company’s expectations as at the date of this news release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.