Voyageur Pharmaceuticals Ltd. — Capital/Financing Update 2021

Jan 26, 2021

FORM 51-102F3 Material Change Report

1. Name and Address of Corporation:

Voyageur Minerals Ltd. (" Voyageur " or the " Company ") Suite 255, 339 50th Avenue SE Calgary, Alberta T2G 2B3

2. Date of Material Change(s):

January 15, 2021

3. News Release:

A news release relating to the material changes described herein was released on January 15, 2021 through the facilities of GlobeNewswire.

4. Summary of Material Change(s):

Voyageur announced an increase to its previously announced private placement, as well as the second and last closing thereunder for the aggregate amount of $215,000. Voyageur also announced that Charles Littlejohn, a director of the Company, has advised the board of directors of his intention to retire with a timeline of April, 2021.

5. Full Description of Material Change:

5.1 Full Description of Material Change

The Company announced that it had completed the second and final closing of its previously announced non-brokered private placement of units (the " Offering "). The Company issued 4,300,000 Common Units (as defined below) in the second closing, resulting in a total number of 15,650,000 units being issued under the Offering, for total gross proceeds of $782,500, representing an increase of $82,500 to the maximum Offering amount previously announced on December 31, 2020.

The Offering was a combination of (i) " Common Units ", comprised of one (1) common share and one (1) common share purchase warrant, exercisable at $0.10 for a period of two years from the closing date, and (ii) " Flow-Through Units ", comprised of one (1) common share and one-half (1/2) of one common share purchase warrant, with each whole warrant being exercisable at $0.12 for a period of two years from the closing date. Under the second closing of the Offering, the Company issued Common Units only. In total, the Company issued 9,770,000 Flow-Through Units and 5,880,000 Common Units.

In connection with the second closing of the Offering, Voyageur paid aggregate cash commissions of $8,000 and issued 160,000 broker warrants exercisable at a price of $0.10 per common share for a period of two years from the date of issuance.

The net proceeds received by Voyageur from the Offering will be used to advance the Frances Creek barium sulfate project. Approximately $300,000 will be used to update the NI 43-101 report and completion of the preliminary economic assessment and pre-

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feasibility study. Approximately $150,000 will be used to progress Health Canada and begin FDA drug applications and the remaining amount of $332,500 will be allocated to planning for production startup, and bulk sample planning and other general corporate purposes. Completion of the Offering is subject to regulatory approval including, but not limited to, the approval of the TSX Venture Exchange.

The securities issued are subject to a four month hold period from the date of issuance.

The Company issued a news release on December 9, 2020 announcing the Offering and describing the terms thereof. The Company issued a subsequent news release on December 31, 2020, announcing the first closing and the increase to the Offering from $600,000 to $700,000.

Related Party Participation in the Private Placement

As a director of the Company subscribed for 80,000 Common Units in the second closing, the Offering is deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (" MI 61101 "). Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed. The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash and neither the fair market value of the Flow-Through Units distributed to, nor the consideration received from, interested parties exceeded $2,500,000. The Company did not file a material change report more than 21 days before the expected closing of the Offering because the details of the participation therein by related parties of the Company were not settled until shortly prior to the first closing of the Offering and the Company wished to close on an expedited basis for business reasons.

Director Retirement

Mr. Charles Littlejohn, a director of the Company, has advised the board of directors that he intends to retire from the board with a timeline of April, 2021. Mr. Littlejohn has been a director of the Company since April, 2018.

5.2 Disclosure for Restructuring Transactions

Not applicable.

6. Reliance on Subsection 7.1(2) of National Instrument 51-102 Continuous Disclosure Obligations :

Not applicable.

7. Omitted Information:

Not applicable.

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8. Executive Officer Knowledgeable of Material Change:

For further information, please contact Ron Love, Chief Financial Officer at RonL@vpharma.ca or 403-818-6086.

9. Date of Report:

January 25, 2021

Forward Looking Information Disclaimer

This Material Change Report may contain certain forward-looking information and statements, including without limitation, statements pertaining to the use of proceeds, and the Company's ability to obtain necessary approvals from the TSX Venture Exchange. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company's disclosure documents on the SEDAR website at www.sedar.com. Voyageur does not undertake to update any forward-looking information except in accordance with applicable securities laws.