Heliostar Metals Ltd. — M&A Activity 2026

Apr 8, 2026

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company
Heliostar Metals Ltd.
595 Burrard Street, Suite 1723
Vancouver, British Columbia V7X 1J1
(the "Company")

Item 2. Date of Material Change
March 20, 2026

Item 3. News Release
The news release was issued on March 23, 2026, and was disseminated by Newsfile.

Item 4. Summary of Material Change
The Company announced it had entered into a binding agreement with Liberty Gold Corp. to acquire a 100% interest in the Goldstrike project located in Utah, USA.

Item 5. Full Description of Material Change
The Company announced it had entered into a binding agreement with Liberty Gold Corp. ("Liberty") to acquire a 100% interest in the Goldstrike project located in Utah, USA (the "Goldstrike Project" or "Goldstrike").

The Goldstrike Project is located in the Bull Valley Mountains in Washington County, approximately 50 kilometres northwest of St. George in southwestern Utah, USA. The property is made up of a central block of patented claims that are surrounded by a contiguous block of unpatented claims and land leased from the Utah School and Institutional Trust Lands Administration. The property area totals 5,173 ha.

Transaction Details
The Company, through its whole owned subsidiary Helio Five Resources Ltd., has entered into an agreement dated March 20, 2026, to purchase Specialty American Metals Inc., a wholly owned British Columbia subsidiary of Liberty, which is the sole owner of Pilot Goldstrike Inc., a Nevada company which holds the Goldstrike Project.

Consideration to Liberty consists of US$72.5 million, which is comprised of:
- US$10M in cash plus 1,593,213 common shares of the Company paid and issued on the closing date (the "Closing Date");
- US$10M in cash on the 12-month anniversary of the Closing Date;
- US$10M in cash on the 18-month anniversary of the Closing Date;
- US$15M in cash on the earlier of the achievement of certain infrastructure-related milestones or five years from the Closing Date;

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• US$25M in cash on the earliest of completion of a Feasibility Study, a formal construction decision or the five-year anniversary of the Closing Date.

The transaction is subject to the receipt of applicable regulatory and exchange approvals (including approval of the TSX Venture Exchange), and the satisfaction of certain other closing conditions customary for a transaction of this nature. Subject to the satisfaction of such conditions, the transaction is expected to close within 30 days. All common shares of the Company issued in connection with the acquisition will be subject to a four-month and one-day hold period from the Closing Date in accordance with applicable securities laws.

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

Not applicable.

Item 7. Omitted Information

None.

Item 8. Executive Officer

Vitalina Lyssoun
Chief Financial Officer
Telephone: 844-753-0045

Item 9. Date of Report

April 7, 2026