Arianne Phosphate Inc. — Capital/Financing Update 2026

Apr 10, 2026

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1
Name and address of the Company
Arianne Phosphate Inc. (« Arianne ») or the « Company »
901 Talbot, Suite 302
Chicoutimi, Québec G7H 6N7

Item 2
Date of material change
March 31, 2026

Item 3
News release
The press release was issued and distributed via Cision on April 1, 2026

Item 4
Summary of material change
Arianne extends outstanding credit facility of $24.5M with accrued interest of $1.96M paid with the issuance of 7,539,515 common shares.

Item 5
Full description of material change
Extension of Credit Facility
Arianne has closed its previously announced agreement with its senior secured lender, Mercury Financing Corp. (“Mercury” or the “Lender”) (see Press Release dated March 12, 2026). Mercury and the Company have executed an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) pursuant to which the parties amended, restated and extended the three existing credit facilities respectively dated August 21, 2012, July 29, 2013 and October 20, 2015, as subsequently amended (the “Transaction”). The secured credit facility under the Amended and Restated Credit Agreement is in the aggregate amount of $24,477,128 (the “Loan”) and will mature on September 30, 2027. The Loan will continue to bear interest at an annual rate of 8%, with all interest capitalized through maturity.

Other terms of the Loan Extension are as follows:

• the Company issued 7,539,515 common shares (the “Interest Payment Shares”) to the Lender representing accrued interest on the Loan up to March 31, 2026 (the “Closing Date”), 7,118,742 of which were issued at a price of $0.26 per share in full and final payment of accrued interest on the Loan from April 1, 2025 to March 11, 2026 and 420,773 of which were issued at a price of $0.255 per share in full and final payment of accrued interest on the Loan from March 12, 2026 to the Closing Date;

• the Company issued 10,000,000 common shares (the “2026 Shares”) to the Lender. The Lender agreed to the following voluntary hold periods: 5,000,000 2026 Shares are subject to a voluntary hold period of six months from the Closing Date; and 5,000,000 2026 Shares are subject to a voluntary hold period of nine months from the Closing Date (collectively, the “Voluntary Hold Period”). In the event the Company completes an equity financing following the Closing Date, the Voluntary Hold Period shall be reduced

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to the lesser of (a) the period of time remaining under the Voluntary Hold Period, and (b) the regulatory hold period, if any, applicable to the securities issued by the Company under such equity financing. Furthermore, the Voluntary Hold Period shall automatically terminate in the event of a merger, amalgamation, acquisition, disposition, arrangement or other business combination transaction involving Arianne (a “Business Combination Transaction”).

• the Company issued 25,000,000 non-transferable common share purchase warrants (the "2026 Warrants") to the Lender entitling the Lender to acquire the same number of common shares of the Company ("Common Shares") at a price of $0.28 per share until September 30, 2027, subject the requirements under the policies of the TSX Venture Exchange (the "TSX-V") in the event of a total or partial voluntary repayment of the Loan by the Company within the first year following the Closing Date. Furthermore, the Lender shall not be entitled to exercise such aggregate number of 2026 Warrants which would result in it holding, following such exercise, on a partially-diluted basis, more than 19.9% of the issued and outstanding Common Shares, subject to certain conditions. The Lender shall nevertheless be entitled to exercise the 2026 Warrants without the limitations of these warrant exercise restrictions applying in the event of a Business Combination Transaction. In the event of a transaction of the Company resulting in the creation of a new Control Person (as defined in the policies of the TSX-V) and requiring the Company to obtain disinterested shareholder approval in connection with such transaction, the Company shall also request the approval of its disinterested shareholders in order to remove the warrant exercise restrictions from said 2026 Warrants, thereby entitling the Lender to become a Control Person of the Company

• For as long as the Loan remains outstanding, the Lender shall have the right to designate a nominee for appointment to the board of directors of the Company and such nominee shall be appointed as a member of the Human Resources and Corporate Governance Committee;

• the Company agreed to pay to the Lender an additional production fee of $0.25 per metric ton of phosphate concentrate sales for the life of the project, including any non-arm's-length sales or in connection with any non-arm's-length transformation of such phosphate concentrate, which can be repurchased at any time for a lump sum payment of $2.25 million. Should the Company fail to reimburse the Loan in full on or before March 31, 2027, the Company agreed to pay to the Lender an additional production fee of $0.25 per metric ton of phosphate concentrate sales, including any non-arm's-length sales or in connection with any non-arm's-length transformation of such phosphate concentrate, which additional production fee can be repurchased at any time for a lump sum payment of $2.25 million.

The Interest Payment Shares, the 2026 Shares and the 2026 Warrants are subject to a regulatory hold period expiring on August 1, 2026. The Transaction remains subject to final approval of the TSX-V.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

N/A

Item 7 Omitted Information

None

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Item 8 Executive Officer
Genevieve Ayotte
Chief Financial Officer
Tel.: 514-241-3524

Item 9 Date of Report
April 10, 2026