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Bolt Metals Corp. Share Issue/Capital Change 2025

Aug 6, 2025

44574_rns_2025-08-05_80629cab-b05d-4d82-b858-4d2f88b18bf4.pdf

Share Issue/Capital Change

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FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF COMPANY
Bolt Metals Corp. (the "Company")
Suite 300, Bellevue Centre, 235 – 15th Street
West Vancouver, BC V7T 2X1

ITEM 2. DATE OF MATERIAL CHANGE
August 5, 2025

ITEM 3. NEWS RELEASE
A news release announcing the material change was disseminated on August 5, 2025, and a copy filed on the Company's SEDAR+ profile at www.sedarplus.ca.

ITEM 4. SUMMARY OF MATERIAL CHANGE
The Company has completed a debt settlement by issuing 11,753,500 common shares at $0.01 per share to settle $117,535.00 in debt owed to arm's length creditors.

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE
The Company announced that it has completed its previously announced debt settlement agreements (the "Settlement Agreements") to settle outstanding debts owed to certain arm's length creditors (the "Creditors") totaling an aggregate of CAD $117,535.00 (the "Debt Settlement"). Pursuant to the Settlement Agreements, the Company has issued an aggregate of 11,753,500 common shares in the capital of the Company (the "Shares") at a deemed price of CAD $0.01 per Share. The Shares issued pursuant to the Settlement Agreements are subject to a four month and one day hold period, pursuant to National Instrument 45-106 – Prospectus Exemptions.

The board of directors of the Company determined that it was in the best interests of the Company to complete the Debt Settlements in order to preserve the Company's cash for working capital.

ITEM 5.2 DISCLOSURE FOR RESTRUCTING TRANSACTION
Not applicable.

ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102
Not applicable.

ITEM 7. OMITTED INFORMATION
Not applicable.


-2-

ITEM 8. EXECUTIVE OFFICER

Contact: Branden Haynes, Chief Executive Officer and Director
Telephone: (604) 922-8272

ITEM 9. DATE OF REPORT

August 5, 2025