CopAur Minerals Inc. — M&A Activity 2025

Dec 10, 2025

FORM 51-102F3
Material Change Report

Name and Address of Company
Copaur Minerals Inc. (the "Company")
888 – 700 West Georgia Street
Vancouver, BC V7Y 1G5
Tel: 604-718-5454

Date of Material Change November 25, 2025

News Release
News release dated November 25, 2025 disseminated in via Newsfile.
A copy of the Press Release is attached as Schedule "A".

Summary of Material Change
The Company announced announces that pursuant to the press release on November 24th, 2025, by Omega Pacific Resources Ltd ("Omega") (CSE:OMGA), that CopAur and Omega (the "Parties") have completed an amendment of the Williams Property (the "Property") Option/Joint Venture Agreement (the "Option Agreement") to accelerate Omega's acquisition of a 100% interest in the Property.

Full Description of Material Change
For a full description of the material change, see Schedule "A".

5.2 Disclosure for Restructuring Transactions
Not Applicable.

Reliance on subsection 7.1(2) or (3) of National Instrument 51 102
Not Applicable.

Omitted Information
Not Applicable

Executive Officer
Conrad Swanson, Chairman, President
Telephone: 604-317-309

Date of Report
DATED at Vancouver, BC, this 25th day of November 2025.

---

SCHEDULE "A"

CopAur Minerals Agrees to Terms with Omega Pacific Resources on the Williams Property

Vancouver, British Columbia — November 25th, 2025 — CopAur Minerals Inc. ("CopAur" or the "Company") (CPAU:TSXV) announces that pursuant to the press release on November 24th, 2025, by Omega Pacific Resources Ltd ("Omega") (CSE:OMGA), that CopAur and Omega (the "Parties") have completed an amendment of the Williams Property (the "Property") Option/Joint Venture Agreement (the "Option Agreement") to accelerate Omega's acquisition of a 100% interest in the Property.

On February 29, 2024, the Parties entered into an Option Agreement (see CopAur's March 1st, 2024, press release) whereby Omega could earn up to a 100% interest in the Williams Property. On April 24th, 2024, CopAur announced the receipt of $1 million in cash and 3 million Omega shares from Omega, which along with agreed upon exploration expenditures and other considerations, allowed Omega to earn a 51% interest in the Williams property. On November 12th, 2024, Omega exercised its option to acquire a 51% interest in the property.

On November 20th, 2025, the Parties entered into a second amendment to the Option Agreement whereby Omega has the option to acquire the remaining 49% interest in the Williams Property from CopAur on or before December 4th, 2025, by issuing to CopAur, 3.3 million common shares in the capital of Omega.

"CopAur is confident that the Williams Property, located in BC's re-emerging Toodoggone District and the Golden Horseshoe, which is widely regarded as a tier-one exploration region, holds tremendous, untapped mineral value as confirmed during Omega's 2024 drill program that returned values of 1.69 g/t Au over 104 metres and 2.16 g/t Au. over 96.9 metres. Omega has the requisite skill set to further develop this property, and this agreement allows CopAur to concentrate our efforts on our Nevada properties. We look forward to following developments at the Williams Property as a significant shareholder of Omega.", commented Andrew Neale, CEO.

About CopAur

CopAur is a mine development company focused on projects within the emerging, mineral-rich gold mining regions of Nevada. The Company is backed by a dynamic and experienced team of resource professionals advancing its projects in Nevada with the flagship project being Kinsley Mountain Gold Project, a Carlin-style project located in the Kinsley Mountains in Eastern Nevada, approximately 80 km SSW of West Wendover.

ON BEHALF OF THE BOARD OF COPAUR MINERALS INC.

Andrew Neale, Chief Executive Officer

For more information, please contact:

Andrew Neale, Chief Executive Officer

Email: ir@copaur.com

---

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Forward Looking Information

This news release contains forward-looking statements. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by such forward-looking statements. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results and they will not necessarily be accurate indications of whether or not such results will be achieved. Actual results could differ materially from those anticipated due to a number of factors and risks. Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions on the date of this news release, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and the Company disclaims any intention or obligation to update or revised any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.