Ibero Mining Corp. — Capital/Financing Update 2023

Dec 15, 2023

Form 51-102F3 Material Change Report

Item 1: Name and Address of Company

Europacific Metals Inc. (the “Company”) Suite 650 – 1021 West Hastings Street Vancouver, BC V6E 0C3

Item 2: Date of Material Change

December 5, 2023 and December 8, 2023

Item 3: News Release

News releases were disseminated through Stockwatch on December 5, 2023 and December 8, 2023 and subsequently filed on SEDAR+.

Item 4: Summary of Material Change

On December 5, 2023, the Company completed the second tranche of its non-brokered private placement (the “Private Placement”) by issuing 2,500,000 units of the Company at $0.025 per unit for gross proceeds of $62,500.

On December 8, 2023, the Company completed the third and final tranche of the Private Placement by issuing 4,420,000 units of the Company at $0.025 per unit for gross proceeds of $110,500.

Item 5: Full Description of Material Change

On December 5, 2023, the Company announced that it has completed the second tranche of the Private Placement. In this second tranche, the Company raised total gross proceeds of $62,500 by issuing 2,500,000 units of the Company at a purchase price of $0.025 per unit. Each unit consists of one common share of the Company and one common share purchase warrant, with each whole warrant being exercisable to acquire one additional common share of the Company at an exercise price of $0.05 per share for a term of two years from the date of issuance. The shares issued pursuant to the Private Placement will be subject to a statutory hold period of four months plus one day from the date of issuance. No insiders participated in this second tranche of the Private Placement and no finder’s fees are payable in connection with this Private Placement.

On December 8, 2023, the Company announced that it has completed the third and final tranche of the Private Placement. In the third tranche, the Company raised total gross proceeds of $110,500 by issuing 4,420,000 units of the Company at a purchase price of $0.025 per unit. Each unit consists of one common share of the Company and one common share purchase warrant, with each whole warrant being exercisable to acquire one additional common share of the Company at an exercise price of $0.05 per share for a term of two years from the date of issuance. The shares issued pursuant to the Private Placement will be subject to a statutory hold period of four months plus one day from the date of issuance in Canada and will also be subject to United States resale restrictions under U.S. securities laws.

Catalin Kilofliski, executive director, and Mark Luchinski, director, (collectively, the “Insiders”) participated in the third tranche of the Private Placement by subscribing for an aggregate of 800,000 units, which constitute related party transactions pursuant to Multilateral

Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61101”). There has not been a material change in the percentage of the outstanding securities of the Company that are owned by the Insiders as a result of their participation in the Private Placement. The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the Insiders in the Private Placement in reliance of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the insider participation does not exceed 25% of the Company’s market capitalization as determined in accordance with MI 61-101. The Company obtained approval by the board of directors of the Company to the Private Placement, with the directors participating in the Private Placement declaring and abstaining from voting on the resolutions approving the Private Placement with respect to each of their participation in the Private Placement. No materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.

In connection with the Private Placement, the Company issued an aggregate of 15,340,000 units for total gross proceeds of $383,500 (oversubscribed from the initially announced 13,000,000 units for $325,000). No finder fees were paid in connection with this Private Placement. The proceeds from this financing will be used for initial project reconnaissance by the new CEO and general working capital purposes.

Item 6: Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

This report is not being filed on a confidential basis.

Item 7: Omitted Information

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

Item 8: Executive Officer

Contact: Karim Rayani, CEO, President, and Director Telephone: (604) 716-0551

Item 9: Date of Report

December 14, 2023