Tinkerine Studios Ltd. — Capital/Financing Update 2020

Oct 30, 2020

FORM 51-102F3 Material Change Report

Item 1. Name and Address of Company ALX Resources Corp. (“ALX Resources” or the “Company”) Suite 408 – 1199 West Pender Street Vancouver, BC V6E 2R1

Item 2. Date of Material Change October 20, 2020

Item 3. News Release Newsfile Corp. Item 4. Summary of Material Change

The News Releases dated October 2, 2020 and October 20, 2020 were disseminated via Newsfile Corp.

ALX Resources announced that it has closed its non-brokered private placement consisting of a total of 9,931,333 flow through units (“FT Units”), and 9,473,400 units (the “Units”) sold in two tranches, for gross proceeds to the Company of $1,313,254 (the "Offering").

Item 5.1 Full Description of Material Change

ALX Resources has closed its non-brokered private placement consisting of 9,931,333 FT Units and 9,473,400 Units for total gross proceeds of $1,313,254. 5,978,000 FT Units and 8,643,400 Units were sold in the first tranche of the Offering, which closed October 2, 2020, and 3,953,333 FT Units and 830,000 Units were sold in the second tranche of the Offering, which closed October 20, 2020.

The FT Units were sold in the Offering at a price of $0.075 per FT Unit consisting of one flow-through common share and one non flow-through common share purchase warrant. One common share purchase warrant will entitle the holder to purchase one non flowthrough common share of the Company at a price of $0.10 for a period expiring 24 months following the closing dates of each tranche of the Offering.

The Units were sold in the Offering at a price of $0.06 per Unit consisting of one common share and one common share purchase warrant. One common share purchase warrant will entitle the holder to purchase one common share of the Company at a price of $0.10 for a period expiring 24 months following the closing dates of each tranche of the Offering.

Finder’s fees for the First Tranche consisting of a total of $48,138 cash and 724,800 finder’s warrants were paid to: Red Cloud Securities Inc. - $37,800 cash and 560,000 finder’s warrants; Haywood Securities Inc. - $9,528 cash and 154,000 finder’s warrants; and Industrial Alliance Securities Inc. - $810 cash and 10,800 finder’s warrants. Finder’s warrants are exercisable at the price of the NFT or FT Unit placed ($0.06 for NFT Units placed and $0.075 for FT Units placed) for one common share of the Company for a period of two years from closing.

Finder’s fees for the Second Tranche were paid to Red Cloud Securities Inc. consisting of a total of $17,500 cash, and 233,333 finder’s warrants exercisable at $0.075 for one common share of the Company for a period of two years from closing.

The securities issued in the first tranche of the Offering are subject to a hold period of four months plus one day from the closing date and cannot be traded until February 3, 2021. The securities issued in the second tranche are subject to a hold period of four months plus one day from the closing date and cannot be traded until February 21, 2021.

The proceeds from the sale of FT Units will be used for exploration programs on the Company’s Ontario and Saskatchewan gold properties, and the proceeds from the sale of NFT Units will be used for general working capital.

Pursuant to Multilateral Instrument 61‐101 ‐ Protection of Minority Security Holders in ‐ Special Transactions (“MI 61 101”), the Offering constitutes a “related party transaction” as related parties of the Company participated in the Offering.

The Company entered into subscription agreements with Warren Stanyer, a director and officer of the Company, whereby Mr. Stanyer agreed to purchase 120,000 FT Units of the Company at a price of $0.075 per FT Unit for proceeds of $9,000.

The Company entered into a subscription agreement with Jody Dahrouge, a director of the Company, whereby Mr. Dahrouge agreed to purchase 500,000 FT Units of the Company at a price of $0.075 per FT Unit for proceeds of $37,500.

The Company entered into a subscription agreement with Robert Sierd Eriks, a director and officer of the Company, whereby Mr. Eriks agreed to purchase 28,000 FT Units of the Company at a price of $0.075 per FT Unit for proceeds of $2,100.

The Offering is exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in section 5.5(a) and 5.7(1)(a) of MI 61-101, since neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves interested parties, exceeds 25% of the Company’s market capitalization.

Item 5.2 Disclosure for Restructuring Transaction

Not Applicable.

Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not Applicable.

Item 7. Omitted Information

Not Applicable.

Item 8. Executive Officer

The following Executive Officer of the Company is available to answer questions regarding this report:

Christina Boddy, Corporate Secretary (604) 318-0390

Item 9. Date of Report

October 30, 2020