Auric Resources Corp. — M&A Activity 2025

Oct 6, 2025

FORM 51-102F3
Material Change Report

ITEM 1 Name and Address of Company
Auric Resources Corp. (the "Company")
1240-1066 Hastings Street West
Vancouver, British Columbia
V6E 3X1

ITEM 2 Date of Material Change
September 26, 2025

ITEM 3 News Release
The news release announcing the material change was disseminated on September 26, 2025 and subsequently filed on SEDAR.

ITEM 4 Summary of Material Changes
On September 26, 2025, the Company announced that it had entered into a share purchase agreement dated September 26, 2025 (the "Share Purchase Agreement") as between the Company and the shareholders of 1000334153 Ontario Inc. ("10003"), pursuant to which the Company agreed to acquire all of the issued and outstanding shares of 10003 (each, a "10003 Share") in exchange for 16,700,000 common shares in the capital of the Company (each, a "Consideration Share") on a one Consideration Share-for-one 10003 Share basis.

ITEM 5 Full Description of Material Change
On September 26, 2025, the Company announced that it had entered into the Share Purchase Agreement as between the Company and the shareholders of 10003, pursuant to which the Company agreed to acquire all of the issued and outstanding 10003 Shares in exchange for 16,700,000 Consideration Shares on a one Consideration Share-for-one 10003 Share basis.

10003 holds certain Canadian mineral exploration property interests including the Tulameen Arrastra Creek and Tulameen Granite Creek properties in British Columbia, the Georgia Lake property in Ontario and the Rimouski property in Quebec. The 10003 property package includes some highly promising exploration targets, all of which have claim packages in good standing for extended periods. The 10003 acquisition expands the Company property portfolio and on closing, the Company anticipates

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concurrently exploring the Company's Normetal property along with the 10003 properties.

Under the terms of the Share Purchase Agreement, the Company has agreed to issue a total of 16,700,000 Consideration Shares on a one-for-one basis such that for each 10003 Share held by a 10003 shareholder a 10003 shareholder will receive one Share. The issuance of the Consideration Shares will not result in the creation of a new insider or control person.

The Share Purchase Agreement includes certain standard representations and warranties as well as certain conditions to closing including, but not limited to, that all consents, approvals and other authorizations required to be obtained in connection with the closing of the transaction be obtained.

Closing of the Share Purchase Agreement remains subject to TSX Venture Exchange ("TSX-V") approval and certain approval of shareholders of the Company. As 5,950,000 Consideration Shares will be issued to 'Non-Arm's Length Parties' as a group under the Share Purchase Agreement, which represents more than 10% of the Company's issued and outstanding common shares on a pre-closing basis, the Company is required to obtain majority shareholder approval under the policies of the TSX-V from such disinterested shareholders. The Company anticipates obtaining the requisite shareholder approval by way of written consent resolution in accordance with the policies of the TSX-V. The Company is not paying any finder's fees in connection with the Share Purchase Agreement.

The Consideration Shares will be subject to the TSX-V's 'Seed Share Resale Restrictions' and subject to one-year hold period, with 20% of the Consideration Shares released every three months, with the first release on the TSX-V's bulletin date.

A copy of the Share Purchase Agreement will be filed under the Company's SEDAR+ profile at www.sedarplus.ca.

Related Party Matters

Under the terms of the Share Purchase Agreement, Messrs. Morgan Tincher and Thomas J. Obradovich will receive directly or indirectly 1,000,000 and 4,950,000 Consideration Shares, respectively. Mr. Tincher is the CEO and a director of the Company and Mr. Obradovich is a director of the Company. The issuance of Consideration Shares to Messrs. Tincher and Obradovich pursuant to the Share Purchase Agreement will constitute a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").

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The following information is provided in accordance with section 5.2(1) of MI 61-101.

(a) Description of the transaction and its material terms

See Item 5 above.

(b) Purpose and business reasons for the transaction

See Item 5 above.

(c) The anticipated effect of the transaction on the issuer's business and affairs

See Item 5 above.

(d) A description of

(i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties, and

(ii) 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 referred to in subparagraph (i) for which there would be a material change in that percentage

Name	Number of Consideration Shares	Number of Securities Held Prior to Closing of the Share Purchase Agreement	Percentage of Issued and Outstanding Prior to Closing of the Share Purchase Agreement^{(2)(3)}	Number of Securities Held Post-Closing of the Share Purchase Agreement	Percentage of Issued and Outstanding Post-Closing of the Share Purchase Agreement^{(4)(5)}
Morgan Tincher	1,000,000	1,127,272 (undiluted)	4.27% (undiluted)	2,127,272 (undiluted)	4.93% (undiluted)
		1,127,272 (diluted)	4.27% (diluted)	2,127,272 (diluted)	4.93% (diluted)
Thomas J. Obradovich	4,950,000^{(1)}	Nil (undiluted)	Nil% (undiluted)	4,950,000 (undiluted)	11.48% (undiluted)
		Nil (diluted)	Nil% (diluted)	4,950,000 (diluted)	11.48% (diluted)

Notes:
(1) Includes 3,450,000 Consideration Shares held directly by Mr. Obradovich and 1,500,000 held indirectly in the name of 1911745 Ontario Limited.
(2) Based on 26,395,367 common shares issued and outstanding.

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(3) Assumes all convertible securities held by the relevant individual prior to closing of the Share Purchase Agreement, and only those convertible securities, are converted to common shares.
(4) Based on 43,095,367 common shares issued and outstanding.
(5) Assumes all convertible securities held by the relevant individual post-closing of the Share Purchase Agreement, and only those convertible securities, are converted to common shares.

(e) 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

The Share Purchase Agreement was approved by the directors of the Company after disclosure by each director and senior officer of their participation in the Share Purchase Agreement. No special committee was established in connection with the Share Purchase Agreement and no materially contrary view was expressed by a director of the Company.

(f) a summary, in accordance with section 6.5, 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.

(g) disclosure, in accordance with section 6.8, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction:

(i) that has been made in the 24 months before the date of the material change report, and
(ii) the existence of which is known, after reasonable inquiry, to the issuer or to any director or senior officer of the issuer

Not applicable.

(h) 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

See Item 5 above.

(i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7, respectively, and the facts supporting reliance on the exemptions

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Pursuant to sections 5.5(a) and 5.7(1)(a), the Company is exempt from obtaining a formal valuation and minority approval of the Company's shareholders in respect of the related party participation due the fair market value of the related party participation being below 25% of the Company's market capitalization for the purposes of MI 61-101.

As of the date of this material change report, the Share Purchase Agreement has not closed. The Company nonetheless anticipates that this material change report will be filed more than 21 days before the expected closing of the Share Purchase Agreement and the issuance of Consideration Shares to Messrs. Tincher and Obradovich pursuant to the Share Purchase Agreement, which is consistent with market practice and the Company deems reasonable in the circumstances.

Qualified Person

William Yeomans, P.Geo., is a “qualified person” in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects, and has reviewed and approved the technical information contained in this material change report. Mr. Yeomans is currently the President of Yeomans Geological Inc. and through Yeomans Geological Inc. a shareholder of 10003.

ITEM 6 Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

ITEM 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

ITEM 8 Executive Officer

The name, email and telephone number of the director of the Company who is knowledgeable about the material change and the material change report is:

Morgan Tincher
Chief Executive Officer
Email: mtincher@auricresources.com
Phone: 604-644-6110

ITEM 9 Date of Report

October 6, 2025

This material change report may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When or if used in this

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material change report, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", "schedule" and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to closing of the Share Purchase Agreement and the obtaining of related approvals; TSX-V escrow provisions; focus of the Company post-closing of the Share Purchase Agreement; mineral properties of 10003; the reliability of third-party information; and other factors or information. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.