Hemlo Mining Corp. — M&A Activity 2025

Dec 5, 2025

Form 51-102F3
Material Change Report

ITEM 1 NAME AND ADDRESS OF ISSUER

Hemlo Mining Corp. (the “Company”)
67 East 5th Avenue
Vancouver, British Columbia
V5T 1G7

ITEM 2 DATE OF MATERIAL CHANGE

November 26, 2025, November 27, 2025 and December 2, 2025

ITEM 3 NEWS RELEASE

News releases relating to the material changes were issued and disseminated via ACCESS Newswire on November 26, 2025 and December 1, 2025, and copies were subsequently filed on SEDAR+.

ITEM 4 SUMMARY OF MATERIAL CHANGE

On November 26, 2025, the Company announced the completion of the acquisition (the “Transaction”), through its wholly-owned subsidiary, 1554943 B.C. Ltd. (“155 BC Ltd.”), of the Hemlo Gold Mine (“Hemlo”) in Ontario, Canada from certain wholly-owned subsidiaries of Barrick Mining Corporation (“Barrick”). The Transaction was deemed a “Reverse Takeover” (“RTO”), as such term is defined in the policies of the TSX Venture Exchange (“TSXV”).

Trading of the Company’s common shares (the “Shares”) had been halted since September 11, 2025. On December 1, 2025, the Company announced that its Shares would begin trading on Tuesday, December 2, 2025 on the TSXV under the Company’s new name, “Hemlo Mining Corp.”, and new trading symbol, “HMMC”.

On December 1, 2025, the Company also announced that, in connection with the Transaction, Carcetti Capital Corp. had amalgamated with a wholly-owned subsidiary, 17276583 Canada Ltd., and continued as one corporation under the name “Hemlo Mining Corp.”, on November 27, 2025 (the “Amalgamation”). The Company also consolidated its shares (the “Consolidation”) on the basis of two-thirds (2/3) of a new common share for every one pre-Consolidation share, in connection with the Amalgamation. No party ceased being a reporting issuer subsequent to the Transaction or the Amalgamation. The TSXV published its final approval of the Transaction in its Bulletin on November 28, 2025.

Details regarding the Transaction can be found in the Company’s Filing Statement dated November 21, 2025 (the “Filing Statement”) and the Company’s Information Circular dated September 30, 2025 (the “Circular”). Copies of the Filing Statement and the Circular are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and are incorporated by reference herein. For further details regarding the Transaction, the Amalgamation and the Consolidation, please refer to the Company’s news releases dated September 10, 2025; October 1, 2025; October 7, 2025; November 21, 2025; November 26, 2025 and December 1, 2025.

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE

Transaction Structure and Acquisition Financing

Hemlo was acquired pursuant to a definitive agreement dated September 10, 2025, among the Company, 155 BC Ltd., Barrick Gold Inc., Pioneer Metals ULC and Barrick. The Company acquired Hemlo for total consideration to Barrick consisting of:

Material Change Report
P. 1 of 4

---

• a cash payment of US$875,000,000;
• the issuance of 34,582,500 Carcetti Capital Corp. common shares (being 23,055,000 Barrick Consideration Shares, as defined below, on a post-Consolidation basis); and
• up to US$165,000,000 of additional gold price linked contingent cash payments during a five-year term commencing January 1, 2027 and ending December 31, 2031.

To fund the US$875 million in upfront cash consideration as well as working capital requirements following the closing of the Transaction, the Company entered into agreements for an acquisition financing package of approximately US$1.0 billion, including:

• US$300 million through a precious metals purchase agreement (the “PMPA”) with Wheaton Precious Metals Corp. (“Wheaton”);
• US$250 million senior secured credit facilities (the “Credit Facilities”) solely underwritten by the Bank of Nova Scotia (now syndicated to additional lenders including Bank of Montreal, National Bank Financial Inc., ING Capital LLC, Macquarie Bank Limited, and Canadian Imperial Bank of Commerce, as lenders), and consisting of an acquisition term loan of US$150 million and a US$100 million revolving credit facility (including a US$25 million accordion exercised on the closing date), of which US$200 million in aggregate was used to fund the acquisition; and
• US$542 million from the Company’s private placement (the “Private Placement”) of subscription receipts (“Subscription Receipts”) comprised of US$486 million from the Company’s bought deal private placement of Subscription Receipts (with Scotiabank as sole bookrunner on behalf of a syndicate of underwriters) and US$56 million from the Company’s non-brokered private placement of Subscription Receipts.

Pursuant to the PMPA, Wheaton paid a cash deposit of US$300 million to 155 BC Ltd. at closing of the Transaction. The PMPA is expected to initially represent 10.125% of the payable gold produced from Hemlo until the First Dropdown Time (as defined in the PMPA), thereafter representing 6.75% of the payable gold until the Second Dropdown Time (as defined in the PMPA) and 4.5% of the payable gold thereafter.

The Credit Facilities have a three-year term. The Credit Facilities will be available by way of advances bearing interest at either (i) the term Secured Overnight Financing Rate (SOFR), plus an adjustment ranging from 0.10% to 0.25% depending on the tenor and an applicable margin ranging from 2.75% to 3.75%, (ii) the base rate plus an applicable margin ranging from 1.75% to 2.75%, and (iii) for the revolving credit facility only, by way of letters of credit with fees ranging from 1.833% to 2.5% per annum for non-financial letters and 2.75% to 3.75% per annum for financial letters. The range for such letter of credit fees and applicable margin is based on the Company’s leverage ratio at the end of each fiscal quarter (provided that for the first two quarters there will be a minimum margin of 3.25%).

The terms of the Private Placements were previously detailed in the Company’s news release dated October 7, 2025. In connection with closing of the Transaction, the 377,993,830 Subscription Receipts were, in accordance with their terms, automatically settled on a one-for-one basis for 377,993,830 Carcetti Capital Corp. common shares (being 251,995,887 Shares on a post-Consolidation basis).

In connection with the Transaction, the Company issued 34,582,500 Carcetti Capital Corp. common shares (being 23,055,000 Shares on a post-Consolidation basis, the “Barrick Consideration Shares”) to Barrick Gold Inc. as part of the total consideration to Barrick. For more information on the Barrick Consideration Shares, see the Company’s Filing Statement available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Concurrent with closing of the Transaction, the Company issued 5,000,000 Carcetti Capital Corp. common shares (being 3,333,333 Shares on a post-Consolidation basis) (the “Advisor Shares”) at a price

Material Change Report
P. 2 of 4

---

of C$2.00 per Carcetti Capital Corp. common share (being C$3.00 per Share on a post-Consolidation basis) in connection with those aspects of the Transaction related to reclamation and closure obligations. The Advisor Shares are subject to a share acquisition agreement which restricts the transfer or disposition of the Advisor Shares for a period of one year from the date of issuance and provides the Company with a right of first refusal over any future sale or transfer of the Advisor Shares. For more information, see the Company’s news release dated November 6, 2025.

Amalgamation and Consolidation

In connection with the Amalgamation and Consolidation, the Company has issued Hemlo Mining Corp. common shares to former holders of Carcetti Capital Corp. common shares. No action was required by such holders to receive the Shares in replacement of their shares of Carcetti Capital Corp., and the Shares are not subject to a hold period under Canadian securities laws.

Upon closing of the Transaction, 443,245,380 Carcetti Capital Corp. common shares were outstanding. Upon closing of the Amalgamation and Consolidation, there were 295,496,920 Shares outstanding (307,593,617 Shares on a fully-diluted basis). The new CUSIP number for the Shares is 42366G104 and the new ISIN is CA42366G1046.

Directors and Officers

Upon closing of the Transaction, Richard Silas tendered his resignation as a director of the Company and the board of directors appointed Tom Yip to fill this vacancy. The board of directors of the Company is, but for the resignation of Mr. Silas and the appointment of Mr. Yip, the same as the board of directors of Carcetti Capital Corp. prior to the Transaction, and is now comprised of: Jonathan Awde, Jason Kosec, Audra Walsh, Robert Quartermain, Glenn Kumoi and Tom Yip.

Upon closing of the Transaction, Glenn Kumoi tendered his resignation as Interim Corporate Secretary of the Company and the board of directors appointed Carl DeLuca as General Counsel and Corporate Secretary. The executive management of the Company is, but for the resignation of Mr. Kumoi and the appointment of Mr. DeLuca, the same as the executive management of Carcetti Capital Corp. prior to the Transaction, comprised of: Jason Kosec (President & Chief Executive Officer), Jon Case (Chief Financial Officer), Jonathan Awde (Executive Chair), Eric Tremblay (Chief Operating Officer), and Carl DeLuca (General Counsel and Corporate Secretary).

Cautionary Note Regarding Forward-looking Statements

This material change report contains forward-looking statements including but not limited to: the potential benefits to be derived from the Transaction; the Company’s ability to make payments and comply with its obligations under the PMPA and the Credit Facilities; the transfer restriction and right of first refusal held by the Company in connection with the Advisor Shares; annual gold production at Hemlo; the exploration plans for Hemlo including brownfield targets; and the Company’s goals, plans, commitments, objectives and strategies.

These forward-looking statements are provided as of the date hereof, or the effective date of the documents referred to in this material change report, as applicable, and reflect predictions, expectations or beliefs regarding future events based on the Company’s beliefs at the time the statements were made, as well as various assumptions made by and information currently available to them. In making the forward-looking statements included in this material change report, the Company has applied several material assumptions, including, but not limited to: the Company will remain listed as a Tier 1 mining issuer on the TSXV; that the documents, projections and models on which the Company has relied are accurate in all material respects; the successful integration of Hemlo; the future price of gold; anticipated costs and the Company’s ability to fund its programs; the Company’s ability to carry on exploration, development, and mining activities; currency exchange rates remaining as estimated; prices for energy inputs, labour, materials, supplies and services remaining as estimated; the timing and results of operational plans; mineral reserve and mineral resource estimates and the assumptions on which they are based; the timely receipt of required

Material Change Report
P. 3 of 4

---

approvals and permits; the timing of cash flows; the costs of operations; the Company’s ability to operate in a safe, efficient, and effective manner; the Company’s ability to obtain financing as and when required and on reasonable terms; that the Company’s activities will be in accordance with the Company’s public statements and stated goals; and that there will be no material adverse change or disruptions affecting the Company or Hemlo. Although management considers these assumptions to be reasonable based on information available to it, they may prove to be incorrect. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions on which they are based do not reflect future experience.

We caution readers not to place undue reliance on these forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: uncertainty and variations in the estimation of mineral resources and mineral reserves; risks related to the Company’s anticipated indebtedness and gold stream obligations; risks related to exploration, development, and operation activities; political risks, delays in obtaining or failure to obtain governmental permits, or non-compliance with permits; environmental and other regulatory requirements; uncertainties related to title to mineral properties; water rights; risks related to natural disasters, terrorist acts, health crises, and other disruptions and dislocations; financing risks and access to additional capital; risks related to guidance estimates and uncertainties inherent in the preparation of pre-feasibility studies; uncertainty in estimates of production, capital, and operating costs and potential production and cost overruns; the fluctuating price of gold; unknown liabilities in connection with the acquisition of Hemlo; global financial conditions; uninsured risks; climate change risks; competition from other companies and individuals; conflicts of interest; volatility in the market price of the Company’s securities; the Company’s limited operating history; litigation risks; the Company’s ability to complete, and successfully integrate the acquisition of Hemlo; intervention by non-governmental organizations; outside contractor risks; risks related to historical data; risks related to the Company’s accounting policies and internal controls; shareholder activism; and other risks associated with executing the Company’s objectives and strategies.

ITEM 5.2 DISCLOSURE FOR RESTRUCTURING TRANSACTIONS.

Not applicable.

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

Not applicable.

ITEM 7 OMITTED INFORMATION

No information has been omitted on the basis that it is confidential information.

ITEM 8 EXECUTIVE OFFICER

Contact: Jason Kosec, President, Chief Executive Officer & Director
Email: info@hemlomining.com
Telephone: 250-552-7424

ITEM 9 DATE OF REPORT

December 5, 2025

Material Change Report
P. 4 of 4