Irving Resources Inc. — Capital/Financing Update 2024

Jun 25, 2024

Form 51-102F3 Material Change Report

Item 1. Name and Address of Company

Irving Resources Inc. (the “ Company ”) 999 Canada Place, Suite 404 Vancouver, BC V6C 3E2

Item 2. Date of Material Change

June 14, 2024

Item 3. News Release

News release dated June 14, 2024 was disseminated through Accesswire.com.

Item 4. Summary of Material Change

The Company announced its intention to undertake a non-brokered private placement (the “ Private Placement ”).

Item 5.1 Full Description of Material Change

The Company intends to undertake the Private Placement to raise gross proceeds of up to approximately $1,000,000 by the issuance of units of the Company (each, a “ Unit ”) at a price of $0.40 per Unit. Each Unit will consist of one common share of the Company (each, a “ Share ”) and one-half of one transferable Share purchase warrant, with each whole Share purchase warrant entitling the holder to purchase one Share for a period of three years at a price of $0.55 per Share.

The Company intends to apply the net proceeds from the Private Placement towards resource exploration properties in which the Company holds an interest and towards general working capital. Cash finder’s fees may be paid in respect of some of the subscriptions received.

Ms. Akiko Levinson, a director of the Company and its president and chief executive officer, and Dr. Quinton Hennigh, a director of the Company, intend to subscribe for Units offered under the Private Placement pursuant to the same form of subscription agreement as will be entered into by the other Private Placement subscribers. The amounts of their respective investments will not materially change their percentage holdings in the Company’s issued and outstanding common shares. Their subscriptions will be subject to the approval of the Company’s directors, with Ms. Levinson and Dr. Hennigh abstaining from voting.

It is reasonable for this material change report to be filed less than 21 days before the expected date of the closing of the Private Placement as venture markets are seen to be volatile and it is considered prudent to close the Private Placement at the earliest possible opportunity.

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• Item 5.2 Disclosure of Restructuring Transactions Not applicable.

• Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102 If this Report is being filed on a confidential basis in reliance on subsection 7.1(2) of National Instrument 51-102, state the reasons for such reliance. Not applicable.

• Item 7. Omitted Information Not applicable

• Item 8. Executive Officer Akiko Levinson, Chief Executive Officer and President

• Telephone: (604) 682-3234

• Item 9. Date of Report June 20, 2024

1379-1890-7917, v. 1