Wolfden Resources Corporation — Capital/Financing Update 2022

Dec 22, 2022

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1.Item 2.	Name and Address of CompanyWolfden Resources Corporation (the "Corporation")1100 Russell StreetUnit 5Thunder Bay, OntarioP7B 5N2Date of Material ChangeDecember 16, 2022

Item 3. News Release

A news release with respect to the material change referred to in this report was issued by the Corporation on December 16, 2022 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 December 16, 2022, the Corporation announced that it had completed a nonbrokered private placement financing previously announced on December 8, 2022. The private placement consisted of 10,952,310 common shares of the Company (" Common Shares ") issued at a price of C$0.21 per Common Share for gross proceeds of $2.3 million (the " Financing ").

Item 5. Full Description of Material Change

Item 5.1 Full Description of Material Change

On December 16, 2022, the Corporation announced that it had completed the Financing consisting of 10,952,310 Common Shares at a price of C$0.21 per Common Share, for gross proceeds of $2.3 million.

As previously disclosed, the majority of the net proceeds from the Financing will be used to continue exploration and development of the Company’s 100%-owned Pickett Mountain high-grade polymetallic deposit in Maine, USA.

No compensation was paid in respect of the Financing. The securities that have issued pursuant to the Financing are subject to a four-month hold period under applicable Canadian securities laws that expires on April 17, 2022

Related Party Transaction

Certain prospective investors are insiders of the Company and their participation in the Financing will be considered to be "related party transactions" within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 ").

The Company intends to rely on the exemption from a formal valuation in available in section 5.5(a) of MI 61-101 and the exemption from minority approval available in section 5.7(a) of MI 61-101. The Company meets the requirements set out in sections 5.5(a) and 5.7(a) of MI 61-101 because the fair market value of the securities being distributed to insiders, and the aggregate value of the Common Shares to be distributed under the Financing are each less than 25% of the market capitalization of the Company.

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

December 22, 2022