Murchison Minerals : Material Change Report - March 5, 2021 Private Placement

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company
   Murchison Minerals Ltd. (the "Company") Suite 100 - 5063 North Service Road Burlington, Ontario
   L7L 5H6
2. Date of Material Change March 8, 2021
3. News Release
   A press release disclosing the material change was released on March 8, 2021, through the facilities of AccessWire.
4. Summary of Material Change
   On March 8, 2021, the Company announced that it had closed a non-brokered private placement of units (the "Units") with the issuance of 10,000,000 Units at a price of $0.08 per Unit for aggregate gross proceeds of $800,000 (the "Private Placement").
5. Full Description of Material Change

On March 8, 2021, the Company announced that it had closed a non-brokered private placement of units (the "Units") with the issuance of 10,000,000 Units at a price of $0.08 per Unit for aggregate gross proceeds of $800,000 (the "Private Placement"). Each Unit consisted of one common share of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant (each full common share purchase warrant, a "Warrant") whereby each Warrant entitles the holder to acquire one additional common share (a "Warrant Share") at an exercise price of $0.12 per Warrant Share for a period of eighteen months until September 5, 2022.

Proceeds from the Private Placement will be used by the Company for exploration, working capital and for other general and administrative costs.

In connection with the Private Placement, the Company paid finder's fees totaling $18,000. All securities issued under the Private Placement are subject to a four month hold period until July 6, 2021 in accordance with applicable securities laws.

The transaction constituted a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61- 101") as insiders of the Company subscribed for an aggregate of 4,150,000 Units pursuant to the Private Placement.

The following supplementary information is provided in accordance with Section 5.2 of MI 61- 101.

1. a description of the transaction and its material terms:
   In connection with the closing of the Private Placement, 4,150,000 Units were acquired by insiders (the "Insiders") of the Company.

1. the purpose and business reasons for the transaction:
   The proceeds from the sale of the Units will be utilized by the Company for exploration, working capital and for other general and administrative costs.
2. the anticipated effect of the transaction on the issuer's business and affairs:
   The completion of the Private Placement will provide the Company with funds to be used in accordance with Section 5(b) above.
3. a description of:
4. 1. the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:
      In connection with the Private Placement, the following securities were issued to the Insiders of the Company:

Name	Position	Number of	Aggregate
		Units	Price
Donald K Johnson	Director	3,750,000	$300,000
Jean-Charles Potvin	President and CEO	260,000	$20,800
Bractea Enterprises Ltd.	A corporation owned and	140,000	$11,200
	controlled by Erik Martin,
	CFO of the Company
	TOTAL	4,150,000	$332,000.00

1. the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:
   Following completion of the Private Placement, Mr. Johnson owns an aggregate of 32,337,162 Common Shares of the Company, representing approximately 29.68% of the Company's issued and outstanding Common Shares on an undiluted basis. If Mr. Johnson were to exercise all of his convertible securities, he would own an aggregate of 39,527,162 Common Shares, representing approximately 34.04% of the Company's then outstanding Common Shares on a partially diluted basis.
   Following completion of the Private Placement, Mr. Potvin owns an aggregate of 2,742,270 Common Shares of the Company, representing approximately 2.52% of the Company's issued and outstanding Common Shares on an undiluted basis. If Mr. Potvin were to exercise all of his convertible securities, he would own an aggregate of 6,049,770 Common Shares, representing approximately 5.39% of the Company's then outstanding Common Shares on a partially diluted basis.
   Following completion of the Private Placement, Mr. Martin owns or exercise control over an aggregate of 876,650 Common Shares of the Company, representing approximately 0.80% of the Company's issued and outstanding Common Shares on an undiluted basis. If Mr. Martin were to exercise all of his convertible securities, he would beneficially own or control an aggregate of 2,621,650 Common Shares, representing approximately 2.37% of the Company's then outstanding Common Shares on a partially diluted basis.

2

1. unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:
   A resolution of the board of directors was passed in accordance with the Canada Business Corporations Act on February 26, 2021 approving the Private Placement. No special committee was established in connection with the Private Placement, and no materially contrary view or abstention was expressed or made by any director.
2. A summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:
   Not applicable.
3. disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction:
4. 1. that has been made in the 24 months before the date of the material change report:
      Not applicable.
   2. the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:
      Not applicable.
5. the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:
   Other than a subscription agreement to purchase the Units pursuant to the Private Placement, the Company did not enter into any agreement with an interested party or a joint actor with an interested party in connection with the Private Placement. To the Company's knowledge, no related party to the Company entered into any agreement with an interested party or a joint acted with an interested party, in connection with the Private Placement.
6. disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61-101 respectively, and the facts supporting reliance on the exemptions:
   The Company is relying on the exemptions from the 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, as the fair market value of the participation in the Private Placement by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Private Placement, which the Company deems reasonable in the circumstances in order to complete the Private Placement in an expeditious manner.

3

1. Reliance on subsection 7.1(2) of National Instrument 51-102The report is not being filed on a confidential basis.
2. Omitted Information

No significant facts have been omitted from this Material Change Report.

8. Executive Officer

For further information, contact Erik Martin, Chief Financial Officer, at [phone].

9. Date of Report March 12, 2021.

Cautionary Statement Regarding Forward-Looking Information

Certain information set forth in this material change report may contain forward-looking information that involves substantial known and unknown risks and uncertainties. This forward- looking information is subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including, but not limited to, the impact of general economic conditions, industry conditions, and dependence upon regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking information. The parties undertake no obligation to update forward-looking information except as otherwise may be required by applicable securities law.

4