Tower Resources Ltd. — Capital/Financing Update 2024

May 18, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT

ITEM 1 Name and Address of Company:

Tower Resources Ltd. (the “ Company ”) 40440 Thunderbird Ridge B1831 Garibaldi Highlands, BC, V0N 1T0

ITEM 2 Date of Material Change:

May 3 and May 17, 2024

ITEM 3 News Release:

News releases dated May 6, 2024 and May 17, 2024 were distributed via Newsfile and subsequently filed on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

ITEM 4 Summary of Material Change:

On May 6, 2024, the Company announced it had closed the flow-through portion of its non-brokered private placement (the “ FT Offering ”) for aggregate gross proceeds of $200,000 by issuing 1,538,462 flowthrough units (each a “ FT Unit ”) at a price of $0.13 per FT Unit. Each FT Unit is comprised of one (1) common share in the capital of the Company (each a “ Common Share ”) that qualifies as a “flow-through share” for the purposes of the Income Tax Act (Canada) and one (1) non-transferable Common Share purchase warrant (each, a “ Warrant ”). Each Warrant entitles the holder to purchase one Common Share at $0.18 until May 3, 2026.

On May 17, 2024, the Company announced it had closed its non-brokered private placement, for aggregate gross proceeds of $300,000 (the “ Unit Offering ”). Under the Unit Offering, the Company issued 3,000,000 units (each a “ Unit ”) at a price of $0.10 per Unit for gross proceeds of $300,000. Each Unit is comprised of one (1) Common Share and one (1) non-transferable Warrant. Each Warrant entitles the holder to purchase one (1) Common Share at a price of $0.18 until May 17, 2026.

Collectively the FT Offering and the Unit Offering raised aggregate gross proceeds of $500,000.

ITEM 5 Full Description of Material Change:

5.1 – Full Description of Material Change:

Under the FT Offering that closed May 3, 2024, the Company issued 1,538,462 FT Units at a price of $0.13 per FT Unit for gross proceeds of $200,000. Each FT Unit is comprised of one (1) Common Share in the capital of the Company that qualifies as a “flow-through share” for the purposes of the Income Tax Act (Canada) and one (1) non-transferable Warrant. Each Warrant entitles the holder to purchase one Common Share at $0.18 until May 3, 2026.

Under the Unit Offering that closed May 17, 2024, the Company issued 3,000,000 Units at a price of $0.10 per Unit for gross proceeds of $300,000. Each Unit is comprised of one (1) Common Share and one (1) non-transferable Warrant. Each Warrant entitles the holder to purchase one (1) Common Share at a price of $0.18 until May 17, 2026.

The Company intends to use the net proceeds from the Unit Offering for general working capital. The gross proceeds from the FT Offering will be used for expenditures which qualify as Canadian Exploration Expenses, within the meaning of the Income Tax Act (Canada), to initiate a spring drill program on the Company’s properties.

In connection with the FT Offering, the Company paid $12,000 in finder’s fees, equal to 6% of the gross proceeds raised for the FT Offering and issued 92,307 Warrants, equal to 6% of the total number of FT Units sold, to a qualified non-related party, in accordance with the policies of the TSX Venture Exchange (the “ Exchange ”). Each Warrant entitles the finder to purchase one Common Share at $0.18 until May 3, 2026.

All securities issued under the FT Offering, including securities issuable on exercise thereof, are subject to a hold period expiring September 4, 2024, all securities issued under the Unit Offering, including securities issuable on exercise thereof, are subject to a hold period expiring September 18, 2024, in accordance with the rules and policies of the Exchange and applicable Canadian securities laws.

The Unit Offering included participation from director Stuart Averill and constituted a “related party transaction” as defined in Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions (“ MI 61-101 ”) as he acquired an aggregate of 200,000 Units. Following the acquisition, Mr. Averill holds 2,808,621 Common Shares or 1.87% of the Company. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Unit Offering by the insider does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

5.2 – Disclosure for Restructuring Transactions:

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:

Further information relating to this Material Change Report may be obtained from:

Leah Hodges, Corporate Secretary Telephone: (604) 377-0403

ITEM 9 Date of Report:

May 17, 2024

Reader Advisory

This material change report contains statements that constitute "forward-looking information," including statements regarding the plans, intentions, beliefs, and current expectations of the Company, its directors, or its officers with

respect to the future business activities of the Company. The words "may," "would," "could," "will," "intend," "plan," "anticipate," "believe," "estimate," "expect," "must," "next," "propose," and similar expressions, as they relate to the Company or its management, are intended to identify such forward-looking information. Without limiting the generality of the foregoing statements, the proposed use of the proceeds of the FT Offering and the Unit Offering are forward-looking information. Investors are cautioned that statements including forward-looking information are not guarantees of future business activities and involve risks and uncertainties, and that the Company's future business activities may differ materially from those described in the forward-looking information as a result of various factors, including but not limited to fluctuations in market prices, successes of the operations of the Company, continued availability of capital and financing, and general economic, market, and business conditions. There can be no assurances that such forward-looking information will prove accurate, and therefore, readers are advised to rely on their own evaluation of the risks and uncertainties. The Company does not assume any obligation to update any forward-looking information except as required under the applicable securities laws.