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Capstone Copper Corp. Regulatory Filings 2022

Mar 30, 2022

48344_rns_2022-03-29_3eb2a9a4-45d6-4f4f-9449-e92058e347e8.pdf

Regulatory Filings

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FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1:Name and Address of CompanyCapstone Copper Corp. (“Capstone C Company
op per”)
2100 – 510 West Georgia StreetVancouver, BC V6B 0M3Item 2:Date of Material ChangeMarch 23, 2022Item 3:News Release
A news release announcing the material change referred to in this report was issued onMarch 23, 2022 via Business Wire and filed under Capstone Copper’s profile on SEDAR.
Item 4:Summary of Material Change
On March 23, 2022, Capstone Copper announced the successful completion of the
previously announced transaction combining Mantos Copper (Bermuda) Limited (“Mantos”)
and Capstone Mining Corp. (“Capstone”), pursuant to which Capstone became a wholly
owned subsidiary of Mantos (the “Transaction”). Concurrent with the closing of the
Transaction, Mantos was renamed Capstone Copper Corp. The common shares of CapstoneCopper are listed on the Toronto Stock Exchange under the ticker symbol “CS”. The listingof Capstone Copper substitutes the prior listing of Capstone. Capstone has applied to ceasebeing a reporting issuer.Item 5:Full Description of Material Changes5.1 Full Description of Material Changes

On March 23, 2022, Capstone successfully completed the Transaction. Concurrent with the closing of the Transaction, Mantos was renamed Capstone Copper and is headquartered in Vancouver, B.C.

Pursuant to a plan of arrangement (the “ Arrangement ”) under the Business Corporations Act (British Columbia), each issued and outstanding common share of Capstone was exchanged for one newly issued common share of Capstone Copper, which together represent 60.2% of the issued and outstanding common shares of Capstone Copper. As a result of the Arrangement, Capstone has become a wholly owned subsidiary of Capstone Copper. As at closing, the former shareholders of Mantos will maintain their shareholding in Capstone Copper, representing the remaining 39.8% of the outstanding common shares.

The common shares of Capstone Copper are listed on the Toronto Stock Exchange under the ticker symbol “CS”. The listing of Capstone Copper substitutes the prior listing of Capstone. Capstone has applied to cease being a reporting issuer.

Capstone Copper’s newly constituted board of directors consists of George Brack (Lead Independent Director), Darren Pylot (Executive Chair), John MacKenzie (CEO & Director), Alison Baker, Bob Gallagher, Anne Giardini, Peter Meredith and Istvan Zollei.

As previously announced, the combined company will be led by Darren Pylot, as Executive Chair of the Board and John MacKenzie, as Chief Executive Officer.

Full details of the Arrangement and certain other matters are set out in the management information circular dated January 27, 2022 posted on Capstone’s SEDAR profile and has subsequently been posted to Capstone Copper’s website.

5.2 Disclosure of Restructuring Transactions

Not applicable.

Item 6: Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 Not applicable.

Item 7: Omitted Information Not applicable. Item 8: Executive Officer Darren M. Pylot, Executive Chair 604.684.8894 Item 9: Date of Report March 29, 2022