Jaeger Resources Corp. — Capital/Financing Update 2024

Aug 30, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT

ITEM 1. Name and Address of Company:

Jaeger Resources Corp. (the “ Company ”) 9320-49 Street Edmonton, AB T6B 2L7

ITEM 2. Date of Material Change:

August 19, 2024.

ITEM 3. News Release:

The news releases announcing the material change were issued on May 27, 2024 and August 20, 2024 (the “ News Releases ”). The News Releases were disseminated by Stockwatch, and subsequently filed on SEDAR+ at www.sedarplus.ca.

ITEM 4. Summary of Material Change:

The Company closed its non-brokered private placement of 30,000,000 common shares at a price of $0.01 per share for gross proceeds of $300,000. The Company also closed the settlement of debt to certain creditors of the Company and issued an aggregate of up to 22,322,970 shares of the Company at a deemed price of one cent per share to settle an aggregate of $223,229.70 outstanding debt.

ITEM 5.1. Full Description of Material Change

The Company closed its non-brokered private placement of 30,000,000 common shares at a price of $0.01 per share for gross proceeds of $300,000 (the “ Offering ”).

Furthermore, the Company closed the settlement of debt to certain creditors of the Company and issued an aggregate of up to 22,322,970 shares of the Company at a deemed price of one cent per share to settle an aggregate of $223,229.70 outstanding debt (the “ Debt Settlement ”).

In connection with the Offering, there were no finders' fees paid in cash or securities, or a combination thereof.

It is anticipated that approximately $209,649.97 of the net proceeds of the Offering will be used for general working capital and approximately $90,350.03 is intended to pay down certain payables. Such payables are anticipated to include:

• Repayment of an aggregate of $29,641.04 in cash loans to director and chief financial officer, Don Bossert;

• Repayment of an aggregate of $5,000.00 in cash loans to former director, Mike Robb;

• Repayment of an aggregate of $12,810.63 in cash loans to former director, Russ Renneberg;

• Repayment of an aggregate of $5,000.00 in cash loans to former director and chief executive officer, Bruce Downing;

• Settlement of an aggregate of $2,557.46 in outstanding expenses to director and chief financial officer, Don Bossert; and

• Settlement of an aggregate of $5,098.85 in outstanding expenses to former director and chief executive officer, Bruce Downing.

A total of one current (Don Bossert) and three former directors of the Company (Russ Renneberg, Mike Robb, and Bruce Downing) were issued an aggregate of 18,636,000 common shares in settlement of certain debts owed to such director and former directors. Specifically, each of Don Bossert, Mike Robb, and Russ Renneberg were issued 1,500,000 common shares in satisfaction of outstanding director fees accrued from August 31, 2020 to the quarter ending January 31,2024. Bruce Downing was issued 14,136,000 common shares, which consists of 1,500,000 common shares issued in satisfaction of outstanding director fees accrued from August 31, 2020 to the quarter ending January 31,2024 and 12,636,000 common shares issued in satisfaction of outstanding consulting fees which were accrued from December 2020 to May 17, 2024.

The Debt Settlement and the Offering constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions (“ MI 61-101 ") as two current directors and officers are participated in the Offering and one current director received common shares pursuant to the Debt Settlement. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(e) of MI 61-101, as the Company is in financial difficulty and the transaction is designed to improve the financial position of the Company, as determined in accordance with MI 61-101.

The securities issued pursuant to the Offering and the Debt Settlement are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

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.

ITEM 8. Executive Officer:

The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:

Alson Niu, Chief Executive Officer Telephone: (778) 644-0066 Email:jaegerresoursescorp@gmail.com

ITEM 9. Date of Report

August 30, 2024