Wolfden Resources Corporation — Capital/Financing Update 2021

Feb 4, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Wolfden Resources Corporation (the " Corporation ") 1100 Russell Street Unit 5 Thunder Bay, Ontario P7B 5N2

Item 2. Date of Material Change

January 27, 2021

Item 3. News Release

A news release with respect to the material change referred to in this report was issued by the Corporation on January 27, 2021 through Junior Mining Network and filed on the system for electronic document analysis and retrieval (" SEDAR ") at www.sedar.com under the Corporation's profile.

Item 4. Summary of Material Change

The Corporation announced that it had completed a non-brokered private placement (the " Offering "). The Corporation raised $2,000,000 through the issuance of 6,250,000 common shares (the " Common Shares ") at a price of $0.32 per Common Share.

Item 5. Full Description of Material Change

Item 5.1 Full Description of Material Change

On January 27, 2021, the Corporation announced that it had completed the Offering, raising $2,000,000 through the issuance of 6,250,000 Common Shares to Altius Minerals Corporation (" Altius ") and Kinross Gold Corporation (" Kinross "). Altius now holds approximately 12.6% and Kinross holds approximately 11.4% of the issued and outstanding shares of the Corporation.

As an insider, the issuance of Common Shares to Altius pursuant to the Offering was considered to be a related party transaction within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 (" MI 61-101 "). The Corporation relied on the exemptions from the valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(a) of MI 61-101 in respect of such insider participation. The Corporation met the requirements set out in sections 5.5(a) and 5.7(a) of MI 61-101 as neither the fair market value of the Common Shares issued

under the Offering nor the consideration paid by Altius exceeded 25% of the Corporation's market capitalization.

The Common Shares issued pursuant to the Offering are subject to a four-month hold period, which expires on May 28, 2021.

The majority of the proceeds from the Offering are intended to be used to explore the Corporation's 100%–owned Pickett Mountain high-grade polymetallic deposit and also its recently optioned Big Silver project, both located in Maine, USA.

Item 5.2 Disclosure for Restructuring Transactions

N/A

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

N/A

Item 7. Omitted Information

N/A

Item 8. Executive Officer

Ron Little, President & Chief Executive Officer, (807) 624-1136

Item 9. Date of Report

February 4, 2021