ATEX Resources Inc. — Capital/Financing Update 2025

Nov 7, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of Company
ATEX Resources Inc. ("ATEX" or the "Company")
1001 - 360 Bay St.
Toronto, ON M5H 2V6

Item 2 Date of Material Change
November 6, 2025.

Item 3 News Release
A press release was issued through GlobeNewswire on November 6, 2025 and was subsequently filed under the Company's profile on SEDAR+.

Item 4 Summary of Material Change
On November 6, 2025, the Company closed its previously announced bought deal financing of 42,262,500 units of the Company (the "Units") at a price per Unit of C$2.60 for aggregate gross proceeds to the Company of approximately C$110 million, including the full exercise of the Underwriters' option.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change
On November 6, 2025, the Company closed its previously announced and now upsized bought deal financing of 42,262,500 Units at a price per Unit of C$2.60 for aggregate gross proceeds to the Company of approximately C$110 million (the "Offering"), including the full exercise of the Underwriters' option.

Each Unit is comprised of one common share and one warrant which entitles the holder thereof to acquire one common share at a price of C$4.00 per share on or prior to November 6, 2029, subject to acceleration as further set out in the warrant indenture governing the warrants, a copy of which is filed under the Company's profile on SEDAR+.

ATEX intends to use the net proceeds from the Offering for exploration and development of the Valeriano Project and for general working capital purposes.

BMO Capital Markets, as the sole bookrunner and co-lead underwriter, and Desjardins Capital Markets as co-lead underwriter on behalf of a syndicate of underwriters that included Stifel Nicolaus Canada Inc., Ventum Financial Corp., Cormark Securities Inc., Paradigm Capital Inc. and TD Securities Inc. (collectively, the "Underwriters") acted as underwriters of the Offering. In connection with the Offering, the Underwriters received a cash fee of C$3,844,425, representing 5.00% of the gross proceeds from the Offering, subject to a reduced fee of 2.00% in respect of certain purchasers identified on a president's list agreed to between the Company and the Underwriters.

The securities issued under the Offering are subject to a hold period of four months and one day from the closing date.

Certain insiders of ATEX (collectively, the "Insiders") subscribed for a total of 9,500,000 Units. Each subscription by an Insider is considered a "related party transaction" of ATEX for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI

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61-101") and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange. The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the subscriptions by such Insiders in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued to, nor the consideration paid by, the Insiders exceeded 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to closing of the Offering, as the Insiders' participation had not been confirmed at that time and the Company wished to close the transaction as soon as practicable for sound business reasons.

At a meeting of the board of directors of the Company (the "Board") held on October 2, 2025, the Board approved a proposed financing of up to $110 million, subject to management negotiating and presenting the Board with the proposed terms of such financing. Management presented the Board with the proposed terms of the Offering, which were acceptable to the Board following a review by the directors and on October 24, 2025, the Board unanimously approved the terms of the Offering by written consent resolution. There was no materially contrary view or abstention by a director (as no director participated in the Offering nor are any of the directors appointees of or otherwise related to any of the Insiders) and there was no material disagreement among the directors in respect of the Offering.

The purpose and business reasons of the subscriptions by the Insiders was to allow the Company to expeditiously raise the maximum amount of funds under the terms of the Offering. As noted above, these funds will be used to fund exploration and development of the Valeriano Project and for general working capital purposes.

To the Company's knowledge, following the reasonable inquiry of the directors and senior officers of the Company, no prior valuations of the Company or its securities or material assets was made in the 24 months prior to the date of the Offering. Following closing of the Offering, to the best of the Company's knowledge, the effect of the Insider participation did not and will not result in a material change to the percentages of issued and outstanding common shares owned by each of the Insiders, as calculated in accordance with MI 61-101.

This material change report contains forward-looking statements, including predictions, projections, and forecasts. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "planning", "expects" or "does not expect", "continues", "scheduled", "estimates", "forecasts", "intends", "potential", "anticipates", "does not anticipate", or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Elijah Tyshynski, Chief Financial Officer
Phone: 647-287-3778

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  Email: etyshynski@atexresources.com
  Item 9 Date of Report
  November 7, 2025.
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