Walker River Resources Corp. — Capital/Financing Update 2023

Jun 20, 2023

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Walker River Resources Corp. (the “ Company ”) Suite 820, 1130 West Pender Street Vancouver, BC V6E 4A4

Item 2 Date of Material Change

June 16, 2023

Item 3 News Release

The Company disseminated a news release in respect of the material change described herein through the news dissemination services of Stockwatch on June 16, 2023, and a copy was subsequently filed on SEDAR.

Item 4 Summary of Material Change

The Company announced it intends to close its non-brokered private placement offering on June 16, 2023, with the issuance of a total of 3,125,000 units (the “ Units ”) of the Company at a price of $0.16 per Unit for proceeds of $500,000.00 (the “ Private Placement ”). Each Unit consists of one (1) common share (“ Share ”) in the capital of the Company and one (1) Share purchase warrant (“ Warrant ”), whereby each Warrant shall be exercisable by the warrant holder to acquire one (1) additional Share at a price of $0.20 for a period of 24 months from the closing of the Private Placement.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

The Company announced that, further to its news release of May 26, 2023, it intends to close the nonbrokered private placement offering on June 16, 2023, with the issuance of a total of 3,125,000 units (the “ Units ”) of the Company at a price of $0.16 per Unit for proceeds of $500,000.00 (the “ Private Placement ”).

Each Unit consists of one (1) common share (“ Share ”) in the capital of the Company and one (1) Share purchase warrant (“ Warrant ”), whereby each Warrant shall be exercisable by the warrant holder to acquire one (1) additional Share at a price of $0.20 for a period of 24 months from the closing of the Private Placement (the “ Closing Date ”).

In connection with the Private Placement, the Company paid finder fees of $9,436.00 in cash and issued 58,975 non-transferable finder warrants (the “ Finders' Warrants ”) to an eligible finder. The Finders' Warrants will have the same terms as the Warrants forming part of the Units.

An insider of the Company, namely Christopher Hobbs, Chief Financial Officer and Director of the Company, subscribed for 107,500 Units in the Private Placement. The participation of Mr. Hobbs in the Private Placement constitutes a “related party transaction”, within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Company has relied on the exemptions from the formal 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, in respect of the related party participation in the Concurrent Financing, as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction,

insofar as it involved the interested party, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101).

All securities issued in connection with the Private Placement are subject to a statutory four-month hold period, expiring October 17, 2023, in accordance with applicable securities legislation. Completion of the Private Placement is subject to receipt of applicable regulatory approvals, including final acceptance by the TSX Venture Exchange.

The proceeds of the Private Placement will be used primarily to fund work on the Company’s mineral properties and for general working capital purposes.

This material change report does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities offered have not been and will not be registered under the United States Securities Act of 1933 , as amended (the “ U.S. Securities Act ”) or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

This report is not being filed on a confidential basis.

Item 7 Omitted Information

There are no significant facts required to be disclosed herein which have been omitted.

Item 8 Executive Officer

For further information, please contact Michel David, President, Chief Executive Officer and Director of the Company, at telephone number 819-874-0030 or via email to info@wrrgold.com.

Item 9 Date of Report

June 20, 2023

Cautionary Statements Regarding Forward Looking Information

This material change report contains certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements in this material change report relate to, among other things, closing of the Private Placement, receipt of all necessary approvals in connection therewith, and use of proceeds of the Private Placement. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political, social and regulatory uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the

parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, an inability on the part of the Company to obtain TSX Venture Exchange acceptance of the Private Placement and management's discretion to reallocate the use of proceeds. Readers should not place undue reliance on the forward-looking statements and information contained in this material change report concerning these items. The Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws.