Further to the Company’s press r elease dated

Form 51-102F3 MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF COMPANY

ITEM 2. DATE OF MATERIAL CHANGE

December 30, 2019

ITEM 3. NEWS RELEASE

The press release was issued on December 30, 2019 to the TSX Venture Exchange and through various other public media and filed on SEDAR– all in accordance with the policies of the regulatory authorities.

ITEM 4. SUMMARY OF MATERIAL CHANGE

Further to the Company’s press release dated November 7, 2019 and December 13, 2019, Berkwood Resources Ltd. (TSX-V: BKR, FSE: BK2N (WKN: A2DNV4) (“Berkwood” or the “Company”) announces that it has closed its flow-through offering. 1,000,000 flow through units (“FT Units”) have been subscribed for at a price of $0.03 per FT Unit for gross proceeds of up to $30,000. Each FT Unit consists of one (1) flow-through common share and one common share purchase warrant (“Warrant”). Each full warrant entitles the holder to acquire one (1) common share at a price of $0.05 per share for a period of 24 months.

The gross proceeds from the issuance of the FT Units will be used for Canadian exploration expenses and will qualify as flow-through mining expenditures, as defined in Subsection 127(9) of the Income Tax Act (Canada), which will be renounced to the subscribers with an effective date no later than Dec. 31, 2019 to the initial purchasers of the offered securities in an aggregate amount not less than the gross proceeds raised from the issue of the flowthrough shares, as applicable, and, if the qualifying expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT subscriber for any additional taxes payable by such subscriber as a result of the Company's failure to renounce the qualifying expenditures as agreed.

The Company intends to use the FT proceeds from the private placement for exploration on its Lac Gueret Property, Quebec.

The Company has agreed to pay a commission to EMD Financial Inc. of Montreal, Quebec 160,000 common shares and warrants to purchase up to 40,000 common shares.

The securities will have a hold period expiring April 2, 2020. The issuance the issuance of the securities and the finder’s fees are subject to the final approval of the TSX Venture Exchange.

Additional Offering – Unit

The Company will close its unit offering in the next few days. Up to 16,000,000 common share units (“units”) of the Company will be offered at a price of $0.025 per unit to raise gross proceeds of up to $400,000. Each unit will consist of one (1) common share and one common share purchase warrant (“Warrant”). Each full warrant shall entitle the holder to acquire one (1) common share at a price of $0.05 for a period of 24 months.

ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE

5.1 Full Description of Material Change

Further to the Company’s press release dated November 7, 2019 and December 13, 2019, Berkwood Resources Ltd. (TSX-V: BKR, FSE: BK2N (WKN: A2DNV4) (“Berkwood” or the “Company”) announces that it has closed its flow-through offering. 1,000,000 flow through units (“FT Units”) have been subscribed for at a price of $0.03 per FT Unit for gross proceeds of up to $30,000. Each FT Unit consists of one (1) flow-through common share and one common share purchase warrant (“Warrant”). Each full warrant entitles the holder to acquire one (1) common share at a price of $0.05 per share for a period of 24 months.

The gross proceeds from the issuance of the FT Units will be used for Canadian exploration expenses and will qualify as flow-through mining expenditures, as defined in Subsection 127(9) of the Income Tax Act (Canada), which will be renounced to the subscribers with an effective date no later than Dec. 31, 2019 to the initial purchasers of the offered securities in an aggregate amount not less than the gross proceeds raised from the issue of the flowthrough shares, as applicable, and, if the qualifying expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT subscriber for any additional taxes payable by such subscriber as a result of the Company's failure to renounce the qualifying expenditures as agreed.

The Company intends to use the FT proceeds from the private placement for exploration on its Lac Gueret Property, Quebec.

The Company has agreed to pay a commission to EMD Financial Inc. of Montreal, Quebec 160,000 common shares and warrants to purchase up to 40,000 common shares.

The securities will have a hold period expiring April 2, 2020. The issuance the issuance of the securities and the finder’s fees are subject to the final approval of the TSX Venture Exchange.

Additional Offering – Unit

The Company will close its unit offering in the next few days. Up to 16,000,000 common share units (“units”) of the Company will be offered at a price of $0.025 per unit to raise gross proceeds of up to $400,000. Each unit will consist of one (1) common share and one common share purchase warrant (“Warrant”). Each full warrant shall entitle the holder to acquire one (1) common share at a price of $0.05 for a period of 24 months.

5.2 Disclosure for Restructuring Transactions

N/A

ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

N/A

ITEM 7. OMITTED INFORMATION

N/A

ITEM 8. EXECUTIVE OFFICER

To obtain further information contact Mr. Thomas Yingling, President of the Issuer, (604) 343- 7740.

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ITEM 9. DATE OF REPORT

Dated at Vancouver, BC, this 30^th day of December, 2019.

:signed “Thomas Yingling”

Thomas Yingling, President