Flow Metals Corp. — Capital/Financing Update 2026

Jan 24, 2026

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FORM 51-102F3 MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF ISSUER

Flow Metals Corp. (the "Issuer") 1890 - 1075 West Georgia Street Vancouver, BC V6E 3C9

ITEM 2. DATE OF MATERIAL CHANGE

January 22, 2026

ITEM 3. NEWS RELEASE

The new release was disseminated through Newsfile, filed on SEDARPLUS and posted to the Issuer's CSE Disclosure Hall.

ITEM 4. SUMMARY OF MATERIAL CHANGE

The Issuer closed its private placement raising gross proceeds of \$400,000 and issuing 8,000,000 units (the "Units") at a price of \$0.05 per Unit.

ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE

The Issuer closed its Private Placement raising gross proceeds of \$400,000 and issuing of 8,000,000 Units.

Each Unit consists of one common share of the Issuer (a "Share") and one-half of one transferable common share purchase warrant (with two such half warrants being a "Warrant"). Each Warrant entitles the holder, for a period of twenty-four (24) months from the date of issue, to purchase one additional Share of the Issuer at an exercise price of \$0.10 per Share.

All securities issued in connection with the Private Placement are subject to a statutory hold period of four months and one day expiring on May 23, 2026.

The Issuer paid finders' fees of \$4,350 in cash and issued 33,000 Warrants on the same terms as the Warrants issued as part of the Units.

The Issuer plans to use the net proceeds of the Private Placement to fund exploration and the development of its projects in the Yukon and British Columbia, and for working capital and general corporate purposes.

Insider Participation: One insider of the Issuer participated in the Private Placement and subscribed for an aggregate of 1,000,000 Units. Such participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Issuer has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the securities issued to, nor the consideration paid by, the related party exceeded 25% of the Issuer's market capitalization, as determined in accordance with MI 61-101.

ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

Not Applicable.

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ITEM 7. OMITTED INFORMATION

There are no significant facts required to be disclosed herein which have been omitted.

ITEM 8. EXECUTIVE OFFICER

Contact: Scott Sheldon, CEO Telephone: (604) 725.1857

ITEM 9. DATE OF REPORT

January 23, 2026