Edgemont Gold Corp. — M&A Activity 2025

Dec 24, 2025

Form 51-102F3
Material Change Report

Item 1. Name and Address of Company
Edgemont Gold Corp. (the "Company")
9th Floor 1021 West Hastings St.
Vancouver, British Columbia, V6E 0C3

Item 2. Date of Material Change
December 24, 2025

Item 3. News Release
News Release dated December 24, 2025 was disseminated through Newsfile and subsequently filed on www.sedarplus.ca.

Item 4. Summary of Material Change
The Company announced that, further to its news releases dated February 20, June 4, August 8, and October 10, 2025, the Company and Laiva Gold Inc. ("Laiva") have entered into an amendment agreement to the definitive merger agreement dated June 4, 2025 whereby Edgemont agreed to acquire all of the issued and outstanding shares of Laiva, which will constitute a reverse takeover transaction of Edgemont (the "Transaction"). Under the second amendment agreement, the parties have agreed to extend the deadline for closing the Transaction to February 28, 2026. The parties continue to diligently work towards closing the Transaction and a number of important milestones have been completed, including Laiva having raised sufficient capital to satisfy the financing conditions to the Transaction. Edgemont and Laiva have also extended the maturity date of the bridge loan advance made by Edgemont to Laiva to February 28, 2026.

Item 5. Full Description of Material Change

Item 5.1 Full Description of Material Change
The Company announced that, further to its news releases dated February 20, June 4, August 8, and October 10, 2025, the Company and Laiva Gold Inc. ("Laiva") have entered into an amendment agreement to the definitive merger agreement dated June 4, 2025 whereby Edgemont agreed to acquire all of the issued and outstanding shares of Laiva, which will constitute a reverse takeover transaction of Edgemont (the "Transaction"). Under the second amendment agreement, the parties have agreed to extend the deadline for closing the Transaction to February 28, 2026. The parties continue to diligently work towards closing the Transaction and a number of important milestones have been completed, including Laiva having raised sufficient capital to satisfy the financing conditions to the Transaction. Edgemont and Laiva have also extended the maturity date of the bridge loan advance made by Edgemont to Laiva to February 28, 2026.

About Laiva and the Transaction
Upon completion of the Transaction, the Company will indirectly own the Laiva mine ("Laiva Mine") in Finland. The Laiva Mine is an open pit operation, fully equipped with one of the largest gold plants in Europe (6,000 tonnes per day capacity). Following completion of the Transaction, the Company also anticipates acquiring additional assets to build a multi-asset mining company. The Transaction is subject to approval of the Canadian Securities Exchange and certain other closing conditions.

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For additional information with respect to the Transaction, please refer the Company's SEDAR+ (www.sedarplus.ca) profile and its news releases dated February 20, June 4, August 8, 2025 AND October 10, 2025.

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
Not applicable.

Item 8. Executive Officer
Stuart Rogers, Chief Executive Officer and Director
Telephone: 778-239-3775

Item 9. Date of Report
December 24, 2025

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