Group Eleven Resources Corp. — Board/Management Information 2025

Mar 31, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF COMPANY
Group Eleven Resources Corp. (the "Company")
2200 – 885 West Georgia St.
Vancouver, BC V6C 3E8

ITEM 2. DATE OF MATERIAL CHANGE
March 31, 2025

ITEM 3. NEWS RELEASE
Issued on March 31, 2025 through Newsfile and subsequently filed on SEDAR+.

ITEM 4. SUMMARY OF MATERIAL CHANGE
The Company appointed Frankz Bollmann to the Board of Directors

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE
The Company announced that Franz Bollmann has been appointed to the Board of Directors. Mr. Bollmann has been nominated by Glencore Canada Corporation (which owns 16.1% of the Company) and will replace Gatlin Smeijers, who has stepped down from the Board, effective March 31, 2025, to pursue another opportunity.

ITEM 5.2 DISCLOSURE FOR RESTRUCTING TRANSACTION
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
Bart Jaworski, P.Geo.
Chief Executive Officer
Tel. +353-85-833-2463
Email: b.jaworski@groupelevenresources.com

ITEM 9. DATE OF REPORT
March 31, 2025

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Cautionary and Forward-Looking Statements

This material change report includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this material change report and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the intended use of proceeds raised under the Offering.

These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the risk that the Company will not use the proceeds of the Offering as anticipated.

In making the forward-looking statements in this material change report, the Company has applied several material assumptions, including without limitation, that the Company will use the proceeds of the Offering as currently anticipated. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.

1391-3663-3619, v. 2