Irving Resources Inc. — Capital/Financing Update 2025

Jun 16, 2025

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 6, 2025

Item 3. News Release
News release dated June 9, 2025, was disseminated through Accesswire.com.

Item 4. Summary of Material Change
The Company closed its oversubscribed non-brokered private placement announced in the Company’s news release of May 27, 2025.

Item 5.1 Full Description of Material Change
The Company closed a non-brokered private placement in which it raised gross proceeds of $1,333,000 through the issuance of 6,665,000 units (each, a “Unit”) at a price of $0.20 per Unit (the “Private Placement”). Each Unit was comprised of one common share of the Company (each, a “Share”) and one transferrable Share purchase warrant (each, a “Warrant”), with each Warrant entitling the holder to purchase one Share for a period of three years from the date of issuance at a price of $0.40 per Share.

Three insiders of the Company, Akiko Levinson, (director, president and chief executive officer), Quinton Hennigh (director), and Douglas Buchanan (director) (the “Insiders”) subscribed for a total of 675,000 Units under the Private Placement for gross proceeds of $135,000 (the “Insider Purchases”). Each Insider entered into materially the same form of subscription agreement with the Company as was entered into by other subscribers under the Private Placement.

Each Insider Purchase constitutes a "related party transaction" as that term is defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on an exemption from the formal valuation requirement of MI 61-101 with respect to the Insider Purchases pursuant to section 5.5(b) thereof on the basis that the Shares are listed only on the Canadian Securities Exchange (the “CSE”). The Company relied on an exemption from the minority approval requirement of MI 61-101 with respect to the Insider Purchases pursuant to section 5.7(1)(b) thereof on the basis that (a) the Shares are listed only on the CSE, (b) at the time the Insider Purchases were agreed to, neither the fair market value of the Units nor the consideration to be received for the Units exceeded $2,500,000, (c) the Company has one or more independent directors in respect of the Private Placement who are not employees of the Company, and (d) at least two-thirds of those directors approved of the Insider Purchases.

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The independent director of the Company in respect of the Private Placement determined that the participation of the Insiders was in the best interests of the Company for reasons including, without limitation, that the Company is in need of funds for business operations and the participation of the Insiders is seen to reflect their confidence in the prospects of the Company.

Crescat Capital LLC, a strategic institutional shareholder, also participated in the Private Placement.

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.

All securities issued by the Company under the Private Placement are subject to a statutory hold period expiring on October 7, 2025. The securities are not subject to a hold period under the policies of the CSE.

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 13, 2025

1414-6043-2151, v. 1