Kobo Resources Inc. — Capital/Financing Update 2024

Jul 12, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Kobo Resources Inc. (the “ Company ”) 101-388 Grande-Allée East Québec, Québec G1R 2J4

2. Date of Material Change

July 2, 2024

3. News Release

On July 2, 2024, the Company issued a news release through the services of Businesswire with respect to the material change described below and filed on SEDAR+.

4. Summary of Material Change

The Company announced on July 2, 2024 the closing of the second tranche (the “ Second Tranche ”) of its non-brokered private placement (the “ Offering ”) of units.

5. Full Description of Material Change

The Company announced that it has closed the Second Tranche for gross proceeds of $2,995,497.05. Under the Second Tranche, 8,558,563 units were issued at a price of $0.35 per unit.

Closing of a first tranche of the Offering (the “ First Tranche ”) and concurrent brokered private placement (the “ Concurrent Financing ” and together with the Offering, the “ Private Placements ”) occurred on June 4, 2024, at which time the Company issued an aggregate of 12,622,504 units (together with the units offered under the Second Tranche, the “ Units ”). Together with the First Tranche and the Concurrent Financing, the Company raised gross proceeds of $7.413 million following the closing of the Second Tranche.

Each Unit consists of one common share in the capital of the Company (a “ Common Share ”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “ Warrant ”). Each Warrant entitles its holder to acquire one Common Share at a price of $0.55 per share until June 4, 2026.

The Company intends to use the net proceeds of the Offering and the Concurrent Financing to expand its 2024 diamond drill program on its Kossou exploration permit, initiate a soil geochemical survey and a geological exploration program on the Kotobi research permit and for general corporate and working capital purposes.

As previously announced, Luso Global Mining, B.V. (“ LGM ”), a wholly owned subsidiary of Mota-Engil SGPS, S.A., has participated in the Offering as a lead investor. LGM subscribed for an aggregate of 7,368,565 Units in the Second Tranche, representing 7,368,565 Common Shares and 3,684,283 Warrants, for an aggregate subscription price of $2,578,998.

Prior to the closing of the Second Tranche, LGM, beneficially owned, directly or indirectly, an aggregate of 2,857,143 Common Shares and 1,428,571 Warrants subscribed under the First Tranche, representing approximately 3.05% of the then issued and outstanding Common Shares on a non-diluted basis, and 4.50% of the then issued and outstanding Common Shares on a partially-diluted basis, assuming the exercise of the Warrants held by LGM only. Immediately following the closing of the Second Tranche, LGM beneficially owns, directly or indirectly, 10,225,708 Common Shares and 5,112,854 Warrants, representing 9.99% of the issued and outstanding Common Shares on a non-diluted basis, and 14.27% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the exercise of the Warrants held by LGM only.

The Units issued under the Second Tranche were issued pursuant to the “accredited investor” or another exemption (other than the listed issuer financing exemption) from the prospectus requirements in accordance with National Instrument 45-106 – Prospectus Exemptions . The securities issued under the Second Tranche are subject to a statutory hold period until November 3, 2024 in accordance with applicable Canadian securities laws.

The Company paid finders’ fees in an aggregate amount of $1,540 in connection with the Second Tranche.

Patrick Gagnon, a director of the Company, subscribed, directly and indirectly via his company Corporation Gagnon Capital Ltée, to an aggregate of 192,200 Units under the Private Placements. Mr. Gagnon’s wife also subscribed to 144,300 Units. The participation of Mr. Gagnon in the Private Placements constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) which has been adopted by the TSX Venture Exchange pursuant to its Policy 5.9 - Protection of Minority Security Holders in Special Transactions. The Private Placements are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to the related parties nor the consideration being paid by related parties exceeds 25% of the Company’s market capitalization. The board of directors of the Company approved in principle the equity financing by way of a private placement and the terms of the financing were subsequently negotiated between the Company and Leede Jones Gable Inc., which acted as agent for the Concurrent Financing. The Company’s board of directors then considered and approved the proposed terms of the Private Placements as a whole, without any contrary opinion or withholding from any director. Mr. Patrick Gagnon decided to participate in the Private Placements after it had been approved by the board of directors, on the same terms and conditions as those offered to other investors. The Company did not file a material change report 21 days prior to the closing of the First Tranche and Concurrent Financing as the details of the participation of Mr. Gagnon had not been confirmed at that time.

Cautionary Statement on Forward-Looking Information:

This report contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forwardlooking statements and are based on expectations, estimates and projections as at the date of this report. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, “anticipates”, “plans”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this report, forward-looking statements include, but are not limited to, the proposed use of proceeds; the completion of the Company’s business objectives, and the timing, costs, and benefits thereof; development and exploration costs; the Company’s ability to complete or not its diamond drill program on the Kossou Gold Project and the Company’s ability to conduct the proposed exploration program on its Kotobi exploration permit, located in Côte d’Ivoire.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive requisite approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this report. Except as required by law, the Company assumes no obligation to update the forward-looking statements.

6. Reliance on Section 7.1(2) of National Instrument 51-102

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

For further information regarding the Private Placements, please contact: Edouard Gosselin, Chief Executive Officer Telephone: 1-418-609-3587 Email: egosselin@kobores.com

9. Date of report

July 12, 2024