Churchill Resources — Capital/Financing Update 2025

Oct 6, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1. Name and Address of Company
Churchill Resources Inc. (the "Company")
133 Richmond Street West, Suite 505
Toronto, Ontario M5H 2L3

Item 2. Date of Material Change
October 1, 2025

Item 3. Press Releases
News release in respect of the material change referred to in this report was disseminated through the facilities of GlobeNewaire on October 1, 2025. The news release was subsequently filed on SEDAR+.

Item 4. Summary of Material Change
On October 1, 2025, the Company completed a non-brokered private placement of common shares (the "Shares") for gross proceeds of $3,000,000.

Item 5. Full Description of Material Change
On October 1, 2025 the Company completed a non-brokered private placement consisting of the sale of 37,500,000 Shares at a price of $0.08 per Share for gross proceeds of $3,000,000 (the "Offering").

The Company intends to use the proceeds received from the Offering on the advancement of exploration activities at the Company's key projects and for general corporate purposes.

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

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Item 8. Executive Officer

For further information, contact:

Conan McIntyre
Chief Executive Officer
t: 416.365.0930

Item 9. Date of Report

October 6, 2025.

Cautionary Note Regarding Forward Looking Information

This material change report contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). Forward-looking statements reflect current expectations or beliefs regarding future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates", "targets" or "believes", or variations of, or the negatives of, such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved, including statements relating to the proposed use of proceeds from the Offering, and the anticipated advancement of the Company's projects..

These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as 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 materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: risks related to the completion of the private placement and management changes; the expected benefits to the Company relating to the exploration conducted and proposed to be conducted at the Company's properties; failure to identify any mineral resources or significant mineralization; uncertainties relating to the availability and costs of financing needed in the future, including to fund any exploration programs on the Company's properties; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining and mineral exploration; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); the unlikelihood that properties that are explored are ultimately developed into producing mines; geological factors; actual results of current and future exploration; changes in project parameters as plans continue to be evaluated; title to properties; and those factors described in the most recently filed management's discussion and analysis of the Company.

Although the forward-looking statements contained in this material change report are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements and information. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.