Wolfden Resources Corporation — Capital/Financing Update 2021

Mar 6, 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

February 23, 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 February 24, 2021 through Accesswire 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

On February 24, 2021, the Corporation announced that it had completed its previously announced non-brokered private placement (the " Offering ") consisting of 1,550,000 common shares of the Corporation that are "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the " Flow-Through Shares ") at a price of $0.40 per Flow-Through Share, for gross proceeds of $620,000.

Item 5. Full Description of Material Change

Item 5.1 Full Description of Material Change

On February 24, 2021, the Corporation announced that it had completed the Offering consisting of 1,550,000 Flow-Through Shares at a price of $0.40 per Flow-Through Share, for gross proceeds of $620,000.

The Flow-Through Shares issued pursuant to the Offering were issued on February 23, 2021 and are subject to a four-month hold period, which expires on June 24, 2021. The Offering is subject to final acceptance of the TSX Venture Exchange.

The gross proceeds from the Offering will be used for exploration on the Corporation's nickel, copper and cobalt projects in Manitoba and its silver rich polymetallic projects in New Brunswick.

Multilateral Instrument 61-101 – Related Party Transactions

Certain directors and officers of the Corporation (the " Directors and Officers ") subscribed for an aggregate of 500,000 Flow-Through Shares under the Offering. Prior to the Offering, the Directors and Officers collectively held 9,792,517 common shares (the " Common Shares "), representing 7.14% of the issued and outstanding Common Shares of the Corporation (on a non-diluted basis). Immediately following the completion of the Offering, the Directors and Officers hold 10,292,517 Common Shares, representing 7.42% of the issued and outstanding Common Shares of the Corporation (on a non-diluted basis).

The participation of the Directors and Officers in the Offering is considered to be a "related party transaction" for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 ") as the Directors and Officers are each "insiders" of the Corporation. The Corporation has filed this material change report on SEDAR under the Corporation's issuer profile at www.sedar.com to provide disclosure in relation to each "related party transaction". The Corporation 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 Corporation were not settled until shortly prior to the closing of the Offering, and the Corporation wished to close the Offering as expeditiously as possible. The Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Corporation is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) 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 Corporation's market capitalization. Additionally, the Corporation is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) 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 Corporation's market capitalization.

The Offering was unanimously approved in writing pursuant to subsection 129(1) of the Business Corporations Act (Ontario) by each of the directors of the Corporation entitled to vote on such matters.

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

March 5, 2021