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Decade Resources Ltd. Capital/Financing Update 2024

Sep 12, 2024

46126_rns_2024-09-12_660faea0-deb7-4f76-ada2-35f82c983dcb.pdf

Capital/Financing Update

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FORM 51-102F3

MATERIAL CHANGE REPORT

ITEM 1 Reporting Issuer

Decade Resources Ltd. ("Decade" or the "Company") Stewart, B.C. V0T 1W0

ITEM 2 Date of Material Change

Effective date for material change of September 10th, 2024

ITEM 3 News Release

A news release announcing the material change was disseminated on September 11th, 2024.

ITEM 4 Summary of Material Change

Stewart, BC – Decade Resources Ltd. (“Decade” or the Company) is pleased to announce that it has closed tranche 1 of its previously announced flow through private placement.

A total of 9,620,000 flow-through units were issued on a private placement basis at a price of 5 cents per unit, for aggregate gross proceeds of $481,000. Each unit comprised one flow through common share and one transferable non flow through common share purchase warrant, each warrant being exercisable for the purchase of one additional common share, at a price of $0.08 per share, for a 24-month period.

Directors of the company acquired 6 million flow-through units for $300,000. These transactions are considered to be related party transactions, as defined under Multilateral Instrument 61-101. However, they are exempt from the formal valuation and minority shareholder approval requirements as neither the fair market value of the shares issued to, or the consideration paid, exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.

Proceeds from the sale of flow-through units will be utilized for incurring flow through expenses that qualify as Canadian exploration expenses and flow-through critical mineral mining expenditures as defined in the Income Tax Act (Canada). Flow-through proceeds will be spent on the Company's BC properties.

All securities that were issued are subject to a statutory hold period of four months from the date of issuance, expiring Jan. 11, 2025, in accordance with applicable securities laws.


ITEM 5 Full Description of Material Change

See Schedule "A" attached for a copy of the news release announcing the material change.

ITEM 6 Reliance on Subsection 7.1(2) of National Instrument 51-102

N/A

ITEM 7 Omitted Information

N/A

ITEM 8 Executive Officer

Randolph Kasum, Director (250) 636-2264

ITEM 9 Date of Report

September 12th, 2024

Not for distribution to U.S. news wire services or dissemination in the United States.

Decade Resources Ltd. 426 King Street Stewart, BC V0T 1W0

TSX.V Trading Symbol: DEC

NEWS RELEASE

September 11, 2024

DECADE RESOURCES CLOSES TRANCHE 1 OF FLOW THROUGH PRIVATE PLACEMENT FOR TOTAL GROSS PROCEEDS OF $481,000

Stewart, BC – Decade Resources Ltd. ("Decade" or the Company) is pleased to announce that it has closed tranche 1 of its previously announced flow through private placement.

A total of 9,620,000 flow-through units were issued on a private placement basis at a price of 5 cents per unit, for aggregate gross proceeds of $481,000. Each unit comprised one flow through common share and one transferable non flow through common share purchase warrant, each warrant being exercisable for the purchase of one additional common share, at a price of $0.08 per share, for a 24-month period.


Directors of the company acquired 6 million flow-through units for $300,000. These transactions are considered to be related party transactions, as defined under Multilateral Instrument 61-101. However, they are exempt from the formal valuation and minority shareholder approval requirements as neither the fair market value of the shares issued to, or the consideration paid, exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.

Proceeds from the sale of flow-through units will be utilized for incurring flow through expenses that qualify as Canadian exploration expenses and flow-through critical mineral mining expenditures as defined in the Income Tax Act (Canada). Flow-through proceeds will be spent on the Company's BC properties.

All securities that were issued are subject to a statutory hold period of four months from the date of issuance, expiring Jan. 11, 2025, in accordance with applicable securities laws.

Decade Resources Ltd. is a Canadian based mineral exploration company actively seeking opportunities in the resource sector. Decade holds numerous properties at various stages of development and exploration from basic grass roots to advanced ones. Its properties and projects are all located in the "Golden Triangle" area of northern British Columbia. For a complete listing of the Company assets and developments, visit the Company website at www.decaderesources.ca which is presently being updated. For investor information please call 250-636-2264 or Gary Assaly at 604-377-7969.

ON BEHALF OF THE BOARD OF DECADE RESOURCES LTD.

"Ed Kruchkowski" Ed Kruchkowski, President

"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 release." "This news release may contain forward-looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements."