Unigold Inc. — Capital/Financing Update 2021

Aug 10, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of the Company Unigold Inc. (" Unigold " or the " Company ") P.O. Box 936, STN Adelaide Toronto, Ontario M5C 2K3 Item 2 Date of Material Change August 10, 2021. Item 3 News Release A news release with respect to the material change referred to in this report was issued and filed by the Company on August 10, 2021.

Item 4 Summary of Material Change

On August 10, 2021, the Company completed a private placement of 25,192,350 units of the Company (the " Units ") at a price of $0.13 per Unit for gross proceeds of $3,275,005.50 (the " Offering "). Each Unit consisted of one common share of the Company (a " Common Share ") and one-half of one common share purchase warrant (each whole common share purchase warrant, a " Warrant "). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.30 until the date that is the earlier of: (i) August 10, 2023, or (ii) 30 days after the date on which the Company gives notice of acceleration, which notice may be provided no earlier than four months and twenty-one days from the date of issue if the closing price of the Common Shares on a stock exchange in Canada is higher than $0.60 per Common Share for more than 20 consecutive trading days.

Item 5 Full Description of Material Change

On August 10, 2021, the Company completed a private placement of 25,192,350 Units at a price of $0.13 per Unit for gross proceeds of $3,275,005.50. Each Unit consisted of one common share of the Company and one-half of Warrant. Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.30 until the date that is the earlier of: (i) August 10, 2023, or (ii) 30 days after the date on which the Company gives notice of acceleration, which notice may be provided no earlier than four months and twenty-one days from the date of issue if the closing price of the Common Shares on a stock exchange in Canada is higher than $0.60 per Common Share for more than 20 consecutive trading days.

In connection with the closing of the Offering, the Company paid an aggregate of $7,540 in cash to various finders.

The net proceeds from the Offering will be used to fund the Company's continued exploration and development on its Neita Concession in the Dominican Republic, and for general working capital purposes. All securities issued under the Offering are subject to a four-month hold period, which will expire December 11, 2021. The Offering is subject to

final acceptance of the TSX Venture Exchange.

The following "insiders" of the Company subscribed for Units under the Offering:

Insider	Insider Relationship	UnitsPurchased
Joseph Hamilton	Director of Issuer	101,700
Normand Tremblay(1)	Director of Issuer	650,000
TOTAL:		751,700

(1) 6545921 Canada Inc., a holding company of Mr. Normand Tremblay, subscribed under the Offering.

Each subscription by an "insider" is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61- 101 ") and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange. Pursuant to MI 61-101, the Company will file a material change report providing disclosure in relation to each "related party transaction" on SEDAR under the Company's issuer profile at www.sedar.com. The Company did not file the material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each "related party" of the Company were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(b) as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization.

Related Party Participation

Please see table summary attached as Schedule "A".

The Offering was approved by each of the directors of the Company entitled to vote. No special committee was established in connection with the transaction, and no materially contrary view or abstention was expressed or made by any director. The Company will send a copy of this material change report to any security holder of the Company upon request and without charge.

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

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Mr. Joseph Hamilton Chairman & CEO Unigold Inc. (416) 866-8157 Item 9 Date of Report

August 10, 2021.

SCHEDULE "A"

OWNERSHIP OF SECURITIES OF THE COMPANY PRE-OFFERING AND POST-OFFERING

							Percentage	Percentage
		Common					Held After	Held After
		Shares Held				Common Shares	Offering	Offering
		Prior to	Percentage Held		Subscription	Held After	(Undiluted	(Partially-
Insider	Relationship	Offering	Prior to Offering	Units Purchased	Amount	Offering	Basis)	Diluted Basis)
Normand Tremblay(1)	Director of Issuer	6,279,924	4.80%	650,000	$84,500	6,929,924	4.44%	4.65%
Joseph Hamilton	Director of Issuer	1,153,930	0.88%	101,700	$13,221	1,255,630	0.81%	0.84%
TOTAL:		7,433,854	5.69%	751,700	$97,721	8,185,554	5.25%	5.49%

Notes:

(1) 6545921 Canada Inc., a holding company of Mr. Normand Tremblay, subscribed under the Offering.

Issued and Outstanding Before Offering	130,720,293
Issued andOutstanding AfterOffering	155,912,643