District Metals Corp. — Capital/Financing Update 2026

May 21, 2026

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1
Name and Address

District Metals Corp. (“DMX” or the “Company”)
907 – 1030 West Georgia Street
Vancouver, British Columbia V6E 2Y3

Item 2
Date of Material Change

May 12, 2026

Item 3
News Releases

The Company disseminated a news release on May 12, 2026 via Newsfile Corp. The news release was subsequently filed on the Company’s SEDAR+ profile.

Item 4
Summary of Material Change

On May 12, 2026, the Company closed its non-brokered private placement financing under the Listed Issuer Financing Exemption (as defined below) as supplemented and amended by Blanket Order 45-935 (as defined below), whereby the Company raised C$9,999,999.76 through an offering of 14,705,882 common shares in the capital of the Company (the “Shares”) at C$0.68 per Share (the “Offering”).

Item 5
Full Description of Material Change

On May 12, 2026, the Company closed its non-brokered private placement financing under the Listed Issuer Financing Exemption (as defined below), as supplemented and amended by Blanket Order 45-935 (as defined below), whereby the Company raised C$9,999,999.76 through an offering of 14,705,882 Shares at C$0.68 per Share. The Shares offered under the Offering are not subject to a hold period in accordance with applicable Canadian securities laws.

The Company intends to use the net proceeds of the Offering to fund exploration activities on the Company’s projects in Sweden, and for general corporate purposes. The Company paid a finder’s fee to Pareto Securities AB (“Pareto”) of C$487,504.99 in connection with purchasers introduced by Pareto to the Offering. The Company also paid certain expenses of Pareto reasonably incurred in connection with the Offering.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Offering was made pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”) and in reliance on the exemptions in Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (“Blanket Order 45-935”).

---

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

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

The following executive officer of the Company is knowledgeable about the material change and this report:

Marlis Yassin
Chief Financial Officer and Corporate Secretary
(604) 288-4430
info@districtmetals.com

Item 9 Date of Report

May 21, 2026

Cautionary Statement on Forward-Looking Information

This material change report contains certain statements which constitute forward-looking statements or information under applicable Canadian securities laws, including, but not limited to, statements with respect to the Offering and use of proceeds. Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Although the Company has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking information or information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Also, many of such factors are beyond the control of the Company. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information is made as of the date of this material change report, and the Company assumes no obligation to publicly update or revise such forward-looking information, except as required by applicable securities laws.