non-brokered private placement consisting of both non-flow-through and flow-through unit offerings. The Company will issue up to of 2,000,000 NFT Units and 833,333 FT Units for total gross proceeds of up to $750,000.

FORM 51-102F3

MATERIAL CHANGE REPORT

ITEM 1. REPORTING ISSUER

K2 Gold Corporation.

Suite 1020 – 800 West Pender Street, Vancouver, British Columbia, V6C 2V6 (the “Company”)

ITEM 2. DATE OF MATERIAL CHANGE

May 10, 2018

ITEM 3. PRESS RELEASE

News release announcing the material change was published on May 10, 2018 for distribution through Globe Newswire, and filed on SEDAR (www.sedar.com).

ITEM 4. SUMMARY OF MATERIAL CHANGE

The Company is pleased to announce its intention to raise C$750,000 by way of a nonbrokered private placement consisting of both non-flow-through and flow-through unit offerings. The Company will issue up to of 2,000,000 NFT Units and 833,333 FT Units for total gross proceeds of up to $750,000.

Each non-flow-through unit (each, a “NFT Unit”) will be issued at a price of $0.25 and will consist of one common share of K2 and one common share purchase warrant. Each warrant will be exercisable to acquire one common share of K2 at an exercise price of C$0.37 for 12 months from the date of the closing of the Private Placement. The common share purchase warrants will be subject to acceleration at K2’s discretion in the event its common shares trade on the TSX Venture Exchange on a volume weighted average price (“VWAP”) basis of C$0.60 or more for a period of ten consecutive trading days.

Each flow-through unit (each, a “FT Unit”) will be issued at a price of $0.30 and will consist of one common share of K2 and one half of one common share purchase warrant. Each whole warrant will be exercisable to acquire one common share of K2 at an exercise price of C$0.45 for 12 months from the date of the closing of the Private Placement. The common share purchase warrants will be subject to acceleration at K2’s discretion in the event its common shares trade on the TSX Venture Exchange on a volume weighted average price (“VWAP”) basis of C$0.60 or more for a period of ten consecutive trading days.

K2 has agreed (i) to pay a cash finder’s fee of 6% of the aggregate proceeds raised from subscriptions arranged by certain finders and (ii) to issue warrants equal to 6% of the aggregate Units subscribed for pursuant to the subscriptions arranged by such finders. Each warrant shall be exercisable for one common share at a price of C$0.37 for a period of 12 months following the closing date of the Private Placement.

The closing of the Private Placement is expected to occur on or about June 5th and is subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued pursuant to the Private Placement will be subject to a four month hold period in accordance with applicable Canadian securities laws. There is no material fact or material change regarding K2 that has not been generally disclosed.

K2 intends to use the net proceeds from the Private Placement predominantly for follow up soil sampling and geophysics in the recently discovered Gunpowder and Chai zones at the Wels property, additional staking of prospective ground outside of the Wels district and working capital for general corporate purposes.

ITEM 6. RELIANCE ON SUBSECTION 7.1(3) OF NATIONAL INSTRUMENT 51-102

Not applicable.

ITEM 7. OMITTED INFORMATION

No information has been omitted.

ITEM 8. EXECUTIVE OFFICER

For further information, please contact Jeff Dare, Corporate Secretary, by telephone at 1- 778-327-5799.

ITEM 9. DATE OF REPORT

DATED at Vancouver, B.C., this 14^th day of May, 2018.