Collective Mining Ltd. — Share Issue/Capital Change 2025

Mar 20, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1. Name and Address of Company
Collective Mining Ltd. (the "Company")
82 Richmond St. East
Toronto, Ontario M5C 1P1

Item 2. Dates of Material Change
March 14 and 20, 2025

Item 3. Press Releases
News releases in respect of the material changes referred to in this report were disseminated through the facilities of Canada NewsWire on March 14 and 20, 2025. The news releases were subsequently filed on SEDAR+.

Item 4. Summary of Material Change
On March 14, 2025, the Company entered into an agreement with Agnico Eagle Mines Ltd. ("Agnico"), pursuant to which Agnico agreed to subscribe for 4,741,984 common shares in the capital of the Company (each, a "Share") at a price of $11.00 per Share (the "Offering") and to exercise all of the common share purchase warrants of the Company (each, a "Warrant") it held to acquire an additional 2,225,000 Shares at a price of $5.01 per Share. The Offering was completed, and the Warrants were exercised, on March 20, 2025.

Item 5. Full Description of Material Change
On March 14, 2025, the Company entered into an agreement with Agnico pursuant to which Agnico agreed to subscribe for 4,741,984 Shares at a price of $11.00 per Share and to exercise all of the Warrants it held to acquire an additional 2,225,000 Shares at a price of $5.01 per Share.

On March 20, 2025, the Company and Agnico completed the Offering and Agnico exercised the Warrants for aggregate consideration to the Company of approximately C$63.4 million. On closing of the Offering, and exercise of the Warrants, Agnico Eagle's ownership interest in the Shares increased to approximately 14.99%.

The proceeds from the Offering and exercise of the Warrants are expected to be used for exploration on the Company's properties in Colombia and for general working capital purposes.

In connection with its initial investment in the Company on February 24, 2024, Agnico Eagle and the Company entered into an investor rights agreement (the "Investor Rights Agreement"), pursuant to which Agnico Eagle was granted certain rights, provided Agnico Eagle maintained certain ownership thresholds in Company, including: (a) the right to participate in equity financings and top-up its holdings in relation to dilutive issuances in

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order to maintain its pro rata ownership in the Company at the time of such financing or acquire up to a 9.99% ownership interest, on a partially-diluted basis, in Company; and (b) the right to nominate one individual (and in the case of an increase in the size of the board of directors of Company to eight or more directors, two individuals) to the board of directors of Company. On closing of the Offering, the Investor Rights Agreement was amended and restated (the “A&R Investor Rights Agreement”) to increase the ownership interest ceiling in the participation right and top-up right described in (a) above from 9.99% to 14.99% on a partially-diluted basis to match Agnico Eagle’s ownership level at closing. The A&R Investor Rights Agreement is available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.

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.

Item 8. Executive Officer

For further information, contact:

Paul Begin
Chief Financial Officer and Corporate Secretary
t: 416.451.2727

Item 9. Date of Report

March 20, 2025.

Cautionary Note Regarding Forward Looking Information

This material change report contains “forward-looking statements” and “forward-looking information” within the meaning of applicable securities legislation (collectively, “forward-looking statements”). All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this material change report. Any statement that involves discussion with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always using phrases such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this material change report, forward-looking statements relate, among other things, to: anticipated use of proceeds from the Offering and the exercise of Warrants; the anticipated advancement of mineral properties or programs; future operations; future recovery metal recovery rates; future growth potential of the Company; and future development plans.

These forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events including the direction of our business. Management believes that these assumptions are reasonable. Forward-looking statements involve known and unknown risks, uncertainties and other

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factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others: planned use of proceeds from the Offering and the exercise of the Warrants; risks related to the speculative nature of the Company's business; the Company's formative stage of development; the Company's financial position; possible variations in mineralization, grade or recovery rates; actual results of current exploration activities; conclusions of future economic evaluations; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold, precious and base metals or certain other commodities; fluctuations in currency markets; 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 formation 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; 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); and title to properties, as well as those risk factors discussed or referred to in the annual information form of the Company dated March 27, 2024. Forward-looking statements contained herein are made as of the date of this material change report and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results, except as may be required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and there may be other factors that cause results not to be anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements.