Fokus Mining Corporation — M&A Activity 2026

Apr 23, 2026

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Form 51-102F3

Material Change Report

1. Name and Address of Company

Fokus Mining Corporation (“Fokus” or the “Company”)
147 Québec Avenue
Rouyn-Noranda, Québec
J9X 6M8

1. Date of Material Change

April 22, 2026

1. News Releases

Fokus issued a news release with respect to the material change described below on April 22, 2026 via CNW, which was subsequently filed under the Company's issuer profile on the System for Electronic Data Analysis and Retrieval+ (“SEDAR+”) at www.sedarplus.ca.

1. Summary of Material Changes

On April 22, 2026, all of the issued and outstanding common shares of Fokus (“Fokus Shares”) were acquired by Gold Candle Ltd. (“Gold Candle”) pursuant to the arrangement agreement dated February 11, 2026 between Fokus and Gold Candle (the “Arrangement Agreement”) and by way of a plan of arrangement (the “Arrangement”).

As a result of the completion of the Arrangement, Fokus became a wholly-owned subsidiary of Gold Candle.

1. Full Description of Material Changes

On April 22, 2026, Fokus and Gold Candle completed the Arrangement whereby Gold Candle acquired all of the issued and outstanding Fokus Shares in exchange for consideration of $0.26 per Fokus Share.

As a result of the completion of the Arrangement, Fokus became a wholly-owned subsidiary of Gold Candle. Gold Candle will continue the operations of Gold Candle and Fokus on a combined basis. The Fokus Shares will be de-listed from the TSX Venture Exchange on April 24, 2026 and Fokus will then apply to cease to be a reporting issuer under Canadian securities laws in each of the provinces of Canada in which it is a reporting issuer.

Full details of the Arrangement and certain other matters are set out in the management information circular of Fokus dated March 12, 2026, a copy of which has been filed under Fokus’ issuer profile on SEDAR+ at www.sedarplus.ca.

1. Disclosure for Restructuring Transactions

Not applicable.

1. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

1. Omitted Information

None.

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1. Executive Officer

For further information, please contact:

Alasdair Federico
Vice President, General Counsel and Corporate Secretary
(416) 520-1300
afederico@goldcandle.com

1. Date of Report

April 23, 2026

Forward-Looking Statements

This material change report contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.

Forward-looking statements relate to future events or future performance and reflect Fokus’ expectations or beliefs regarding future events. Forward-looking statements include, but are not limited to, statements with respect to the application for Fokus to cease to be a reporting issuer; and Gold Candle’s continued operations. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Fokus undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on the information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Additional risks and factors that could affect Fokus’ ability to achieve the expectations set forth in the forward-looking statements contained in this material change report or affect Fokus’ operations or financial results are included in Fokus’ public documents, including in each management’s discussion and analysis and Fokus’ most recent annual information form, filed under its SEDAR+ profile at www.sedarplus.ca.