Walker River Resources Corp. — Capital/Financing Update 2024

May 22, 2024

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

May 21, 2024

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 May 22, 2024, and a copy was subsequently filed on SEDAR+.

Item 4 Summary of Material Change

The Company announced that it has closed a non-brokered private placement offering with the issuance of 2,362,500 units (the “ Units ”) of the Company at a price of $0.18 per Unit for gross proceeds of $425,250.00 (the “ Private Placement ”).

Each Unit consists of one (1) common share (“ Share ”) 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 $0.25 for a period of 24 months from the closing of the Private Placement (the “ Closing Date ”).

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

The Company announced that it has closed the Private Placement with the issuance of 2,362,500 Units at a price of $0.18 per Unit for gross proceeds of $425,250.00.

Each Unit consists of one (1) Share and one (1) Share purchase Warrant, whereby each Warrant shall be exercisable by the warrant holder to acquire one (1) additional Share at a price of $0.25 for a period of 24 months from the Closing Date.

All securities issued in connection with the Private Placement are subject to a statutory four-month hold period, expiring September 22, 2024, 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.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

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

May 22, 2024