Avventura Resources Ltd. — M&A Activity 2024

Dec 10, 2024

Form 51-102F3
Material Change Report

1. Name and Address of Company
   Avventura Resources Ltd. (the "Issuer")
   (formerly, Horwood Exploration Corp.)
   9285 203B Street
   Langley, British Columbia V1M 2L9

2. Date of Material Change
   November 29, 2024.

3. News Release
   A news release was disseminated on December 6, 2024 via TheNewswire and was subsequently filed on SEDAR+.

4. Summary of Material Change
   On December 6, 2024, the Issuer announced the closing of the previously announced share exchange transaction with Avventura Resources (BC) Inc., formerly Avventura Resources Inc. ("Avventura") pursuant to a share exchange agreement dated October 1, 2024 (as amended, the "Share Exchange Agreement").

5. Full Description of Material Change
   In accordance with the terms of the Share Exchange Agreement, the Issuer acquired all of the issued and outstanding shares of Avventura (each, an "Avventura Share") in consideration and in exchange for common shares in the capital of the Issuer (each, a "Common Share") at a deemed price of $0.05 per Common Share, and the Issuer cancelled 6,675,000 of its outstanding Common Share purchase warrants (each, a "Warrant") and re-priced 13,350,000 Common Shares by cancelling and returning the Common Shares to treasury and re-issuing them at a price of $0.05 per Common Share (collectively, the "Transaction").

As a result of the Transaction, Avventura is now a wholly-owned subsidiary of the Issuer. Pre-existing Issuer shareholders hold approximately 48% of the issued and outstanding Common Shares, with the former Avventura shareholders holding the remaining 52% interest. The Issuer also completed its change of Corporate name from "Horwood Exploration Corp." to "Avventura Resources Ltd.", and the following individuals resigned from their positions with the Issuer: (i) Mr. Allard as Chief Executive Officer; (ii) Véronique Laberge as Chief Financial Officer and a director; and (iii) Nicholas Coltura as a director.

Upon completion of the Transaction, the officers and directors of the Issuer are:
- Anthony Balic – President and Chief Executive Officer
- Mark Lotz – Director, Chief Financial Officer and Corporate Secretary
- John Pallot – Director (Chairman)
- John Hiner – Director
- Eric Allard – Director

A copy of the Share Exchange Agreement is available on SEDAR+.

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As a result of the Transaction, the Issuer now has an option to acquire a one hundred percent (100%) undivided interest in the Kabik Lake project. The Kabik Lake project is comprised of fifty-eight (58) mining claim cells located in the Patricia Mining Division in the Province of Ontario.

1. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

1. Omitted Information

Not applicable.

1. Executive Officer

The name and telephone number of the executive officer of the Issuer who is knowledgeable about the material change and this Report is:

Anthony Balic
President and Chief Executive Officer
Telephone: 1 (604) 312 2425

1. Date of Report

December 9, 2024

Forward looking and other cautionary statements

This report release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and U.S. securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, the anticipated business plans and timing of future activities of the Company, are forward looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always, forward looking information can be identified by words such as "pro forma", "plans", "expects", "may", "will", "should", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words including negative variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this report, the Company has applied several material assumptions, including without limitation, that market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future development of the Company's projects in a timely manner, the availability of financing on suitable terms for the development, construction and continued operation of the Company's projects, and the Company's ability to comply with environmental, health and safety laws.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, among others, operating and technical difficulties in connection with mineral exploration and development and mine development activities at the Company's projects, estimation or realization of mineral reserves and mineral resources, requirements for additional capital, future prices of precious metals and copper, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, possible variations in ore grade or recovery rates, possible failures of plants, equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, delays or the inability of the Company to obtain any necessary permits, consents or authorizations required, financing or other planned activities, changes in laws, regulations and policies affecting mining operations, currency fluctuations, title disputes or claims limitations on insurance coverage and the timing and possible outcome of pending litigation, environmental issues and liabilities, risks relating to epidemics or pandemics, including the impact on the Company's business, risks related to joint venture operations,

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and risks related to the integration of acquisitions, as well as those factors discussed under the heading "Risk Factors" in the Company's latest Management Discussion and Analysis and other filings of the Company with the Canadian Securities Authorities, copies of which can be found under the Company's profile on the SEDAR+ website at www.sedarplus.ca.

Readers are cautioned not to place undue reliance on forward looking statements. Except as otherwise required by law, the Company undertakes no obligation to update any of the forward-looking information in this report or incorporated by reference herein.

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