No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold in the "United States" (as such term is defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This short form prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities within the United States. See "Plan of Distribution".

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Financial Director of Koryx Copper Inc. at Suite 1890 – 1075 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3C9 (Telephone: 604-687-2038), and are also available electronically on the System for Electronic Data Analysis and Retrieval + ("SEDAR+") at www.sedarplus.ca.

SHORT FORM PROSPECTUS

NEW ISSUE

July 29, 2025

KORYX COPPER

KORYX COPPER INC.

Offering: $17,391,360
16,563,200 Common Shares
$1.05 per Common Share

This short form prospectus (the "Prospectus") qualifies the distribution (the "Offering") of 16,563,200 common shares (the "Common Shares", and the Common Shares offered under this Prospectus being the "Offered Shares") of Koryx Copper Inc. ("Koryx" or the "Company") at a price of $1.05 per Offered Share (the "Offering Price") for aggregate gross proceeds of $17,391,360. The Offered Shares are being offered and sold pursuant to an underwriting agreement between the Company and Stifel Nicolaus Canada Inc., as lead underwriter and sole bookrunner (the "Lead Underwriter"), on behalf of a syndicate of underwriters including Beacon Securities Limited, Haywood Securities Inc., Research Capital Corporation, BMO Nesbitt Burns Inc., Red Cloud Securities Inc., and Ventum Financial Corp. (together with the Lead Underwriter, the "Underwriters") dated as of July 15, 2025 (the "Underwriting Agreement"). The Offering Price was determined by arm's length negotiation between the Company and the Lead Underwriter, on behalf of the Underwriters, with reference to the prevailing market price of the Common Shares.

The Common Shares are currently listed for trading on the TSX Venture Exchange (the “TSXV”) under the symbol “KRY” and are also listed on the Namibian Stock Exchange (the “NSX”) under the trading symbol “KYX”. The TSXV has conditionally approved the listing of the Offered Shares and Compensation Shares (as defined below). Listing of the Offered Shares will be subject to the Company fulfilling all of the listing requirements of the TSXV. On July 28, 2025, the last trading day prior to the filing of this Prospectus, the closing price of the Common Shares on the TSXV was $1.04.

	Price to the Public	Underwriters’ Commission^{(1)(2)(3)}	Net Proceeds to the Company^{(2)(3)}
Per Offered Share (Non-President’s List)	$1.05	$0.063	$0.987
Per Offered Share (President’s List)	$1.05	$0.026	$1.024
Total Offering	$17,391,360	$868,482	$16,522,878

Notes:
(1) The Company has agreed to: (i) pay the Underwriters a cash commission (the “Underwriters’ Fee”) equal to 6.0% of the gross proceeds raised under the Offering, including any gross proceeds raised upon the exercise of the Over-Allotment Option (as defined herein) and a reduced cash fee of 2.5% of the gross proceeds raised from the sale of Offered Shares to purchasers included on a president’s list to be formed by the Company in connection with the Offering (the “President’s List Purchasers”); and (ii) issue to the Underwriters such number of Common Share purchase warrants (each, a “Compensation Warrant”) as is equal to 3.0% of the number of Offered Shares sold under the Offering, including any Additional Shares (as defined herein) issued upon the exercise of the Over-Allotment Option. Each Compensation Warrant will be exercisable to acquire one Common Share (each, a “Compensation Share”) at the Offering Price for a period of 24 months after the Closing Date (as defined herein). The distribution of the Compensation Warrants is qualified by this Prospectus. See “Plan of Distribution”. The table above assumes no exercise of the Over-Allotment Option (as defined herein) and assumes the Company raises $5,000,000 in gross proceeds from sales to President’s List Purchasers.

(2) After deducting the Underwriters’ Fee, but before deducting the expenses of the Offering, estimated to be approximately $350,000, which together with the Underwriters’ Fee, will be paid by the Company from the proceeds of the Offering. See “Use of Proceeds”.

(3) The Company has granted to the Underwriters an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part, for a period of 30 days from the Closing Date, to purchase up to an additional 2,484,480 Common Shares at the Offering Price (the “Additional Shares”) to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full and assuming $5,000,000 in gross proceeds raised from sales to President’s List Purchasers, the total number of Common Shares sold under the Offering will be 19,047,680, the total price to the public will be $20,000,064, the total Underwriters’ Fee will be $1,025,004, and the total net proceeds to the Company, after deducting the Underwriters’ Fee, but before deducting the estimated expenses of the Offering, will be $18,975,060. This Prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the Additional Shares. A purchaser who acquires securities forming part of the Underwriters’ over-allocation position acquires those securities under this Prospectus, regardless of whether the Underwriters’ over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. Any reference to “Offered Shares” shall read to include, as the context requires or permits, the Additional Shares issuable under the Over-Allotment Option. See “Plan of Distribution”.

The following table sets out the securities to be issued by the Company to the Underwriters in connection with the Offering:

Underwriters’ Position^{(1)}	Maximum Size or Number of Securities Available	Exercise Period or Acquisition Date	Exercise Price
Over-Allotment Option	Up to 2,484,480 Additional Shares	Exercisable for 30 days from the Closing Date	$1.05 per Additional Share
Compensation Warrants	Up to 571,430 Compensation Warrants	Exercisable for 24 months from the Closing Date	$1.05 per Compensation Share

Notes:
(1) Assumes the Over-Allotment Option is exercised in full.

The Underwriters propose to offer the Offered Shares initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at the Offering Price, and in consultation with the Company, the Underwriters may subsequently reduce the selling price to purchasers. If the selling price is reduced, the compensation realized by the Underwriters will be

decreased by the amount that the aggregate price paid by the purchases for the Offered Shares is less than the gross proceeds paid by the Underwriters to the Company. The decrease in the selling price will not decrease the amount of net proceeds of the Offering to the Company. See “Plan of Distribution”.

The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under “Plan of Distribution” and subject to the approval of certain legal matters on behalf of the Company by Boughton Law Corporation and on behalf of the Underwriters by Bennett Jones LLP. In connection with the Offering, the Underwriters may, subject to applicable laws, effect transactions intended to stabilize or maintain the market price for the Common Shares at levels above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”.

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. To the extent required, definitive certificates or advices under a direct registration system evidencing the Offered Shares will be available for delivery at closing of the Offering; otherwise, a purchaser of Offered Shares will receive only a customer confirmation from the registered dealer, which is a CDS participant, from or through which the Offered Shares are purchased. Closing of the Offering is expected to occur on or about July 30, 2025, or such earlier or later date as the Company and the Lead Underwriter, on behalf of the Underwriters, may mutually designate, but in any event not later than 42 days after the date of the receipt for the (final) short form prospectus (such actual closing date hereinafter referred to as the “Closing Date”).

Investors should rely only on the information contained or incorporated by reference in this Prospectus. The Company has not authorized any person to provide different information. The Company is not offering the Offered Shares in any jurisdiction in which the offer is not permitted. Investors should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front page of this Prospectus. Investors should also carefully consider the rights of withdrawal and rescission relating to any purchases of the Offered Shares as described in this Prospectus under “Statutory Rights of Withdrawal and Rescission”.

Investing in the Offered Shares involves significant risks. Prospective investors should consider the risk factors described under “Risk Factors” in this Prospectus and in the Company’s annual information form dated June 6, 2025 (the “Annual Information Form”) and other documents incorporated by reference herein and which can be found on SEDAR+ at www.sedarplus.ca, before purchasing the Offered Shares.

Prospective investors should be aware that the acquisition, holding or disposition of Offered Shares may have tax consequences in Canada and elsewhere. Such consequences are not described in this Prospectus. Prospective investors are advised to consult their own tax advisors regarding the application of Canadian federal income tax laws to their particular circumstances, as well as any other provincial, foreign and other tax consequences of acquiring, holding, or disposing of Offered Shares.

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

The Company’s head office and registered and records office is located at Suite 1890 – 1075 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3C9.

Certain directors and officers of the Company reside outside of Canada. These persons have appointed the following agents for service of process:

Name of Person	Name and Address of Agent
Heye Daun	Boughton Law Corporation, located at Suite 700 – 595 Burrard Street, Vancouver, British Columbia, V7X 1S8
Trevor Faber	Boughton Law Corporation, located at Suite 700 – 595 Burrard Street, Vancouver, British Columbia, V7X 1S8
Charles Loots	Boughton Law Corporation, located at Suite 700 – 595 Burrard Street, Vancouver, British Columbia, V7X 1S8
Alfredo Luis Riviere	Boughton Law Corporation, located at Suite 700 – 595 Burrard Street, Vancouver, British Columbia, V7X 1S8
Tony da Silva	Boughton Law Corporation, located at Suite 700 – 595 Burrard Street, Vancouver, British Columbia, V7X 1S8

Jeremy Witley and Damian Connelly, authors of the Technical Report (as defined herein), also reside outside of Canada and have appointed Boughton Law Corporation, located at Suite 700 – 595 Burrard Street, Vancouver, British Columbia, V7X 1S8 as agent for service of process. Alan Friedman is a director, Chairman (non-executive), and Chair of the Company’s Audit Committee and resides within Canada.

Purchasers are advised that it may not be possible for investors to enforce judgements obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for services of process.

GENERAL MATTERS... 6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS... 6
TECHNICAL INFORMATION... 9
DOCUMENTS INCORPORATED BY REFERENCE... 9
SUMMARY DESCRIPTION OF BUSINESS... 11
CONSOLIDATED CAPITALIZATION... 15
USE OF PROCEEDS... 16
PLAN OF DISTRIBUTION... 17
DESCRIPTION OF SECURITIES BEING DISTRIBUTED... 20
PRIOR SALES... 21
DIRECTORS AND EXECUTIVE OFFICERS... 24
RISK FACTORS... 27
PROMOTERS... 30
LEGAL MATTERS AND INTEREST OF EXPERTS... 30
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION... 30
ELIGIBILITY FOR INVESTMENT... 31
CERTIFICATE OF THE COMPANY... 32
CERTIFICATE OF THE UNDERWRITERS... 33
CERTIFICATE OF THE PROMOTERS... 34

GENERAL MATTERS

In this Prospectus, unless otherwise indicated or the context otherwise requires, the terms “Koryx” or the “Company” are used to refer to Koryx Copper Inc. Capitalized terms used in this Prospectus that are not otherwise defined shall have the meanings ascribed to such terms in the Company’s Annual Information Form which is incorporated by reference herein.

All dollar amounts are expressed in Canadian dollars unless otherwise indicated.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this Prospectus, including the documents incorporated by reference herein, contain forward-looking information within the meaning of applicable Canadian and United States securities laws (“forward-looking statements”). These forward-looking statements are presented for the purpose of assisting the Company’s securityholders and prospective investors in understanding management’s views regarding those future outcomes and may not be appropriate for other purposes. When used in this Prospectus, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “seek”, “propose”, “estimate”, “expect”, and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. Specific forward-looking statements in this Prospectus, including the documents incorporated by reference herein, include, but are not limited to, issues relating to:

the Company’s acquisition of licences and projects, and the regulatory reporting and amount of spending required to maintain the licences and concessions in good standing;
future development work, including projected expenditures, on the Company’s principal mineral property called the “Haib Copper Project”, as described in greater detail in the Company’s Technical Report (as defined below), and other projects;
the Company’s ability to complete the Offering and obtain all necessary approvals related thereto;
the Company’s intended use of proceeds of the Offering;
the Company’s ability to satisfy its business objectives and milestones within the expected timeline and at the expected cost;
the results of the Technical Report;
the Company’s plans to continue or initiate exploration and drilling programs, and possible related discoveries or extensions of new mineralization at the Haib Copper Project and other projects;
proposed joint venture/earn-in arrangements with third parties on the Company’s licences and concessions;
the prospects for identifying and/or acquiring additional mining licences or concessions or projects, within or outside of Namibia and Zambia, with realistic discovery potential that could add value to the Company;
permitting and regulatory requirements related to any exploration and development and related operations, as well as any costs related thereto;
legislative and regulatory reform initiatives, including those related to the fiscal regime, and their potential effects on the Company;
the adequacy of the Company’s working capital;
the Company’s ability to raise additional financing or find alternative ways to advance its corporate objectives, and the use of financing proceeds;

that the Company will monitor market and political conditions (both globally and in Namibia and Zambia) and the Government of Namibia and Zambia’s concession tender process;
that the Company will continue to evaluate additional exploration project opportunities in Namibia, Zambia and elsewhere;
that the Company will bid on further prospective targets should they become available;
the Company’s going-forward strategy;
that the Company will look for strategic partners for highly prospective copper deposits found on its licences and concessions;
projected expenditures on the Company’s mineral licences and concessions;
the Company’s ability to continue as a going concern;
the impact of future accounting standards on the Company;
the risks and uncertainties around the Company’s business;
the Company’s expectation of sustained improvement in copper and copper markets;
the risks and uncertainties of a global pandemic and its effects on the Company and its operations, and on global markets and economies;
the validity of the Government of Namibia and Zambia’s mineral licensing regime and the rights granted thereby;
Namibia and Zambia remaining attractive mining jurisdictions; and
the mining assets and properties acquired by the Company being attractive investment opportunities.

In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “goal”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Any such forward-looking statements are based, in part, on assumptions and factors that may change, thus causing actual results or achievements to differ materially from those expressed or implied by the forward-looking statements. Such factors and assumptions may include, but are not limited to: assumptions concerning gold prices; cut-off grades; timing and reliability of sampling and assay data; representativeness of mineralization; timing and accuracy of metallurgical test work; anticipated political and social conditions; expected Namibia government policy, including reforms; and, ability to successfully raise additional capital.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, and without limitation:

risks relating to price fluctuations for copper;
risks relating to inaccurate geological and engineering assumptions;
risks relating to all the Company’s mineral licences and concessions and projects being located in Namibia and Zambia, including political, social, economic, security and regulatory instability;
risks relating to changes in Namibia and Zambia’s national, provincial and local political leadership, including impacts these may have on public policies, administrative agencies and social stability;

risks relating to local political and social unrest, including opposition to mining, pressure for economic benefits such as employment or social investment programs, access to land for agricultural or artisanal or illegal mining purposes, or other demands;
risks relating to the Company’s rights or activities being impacted by litigation;
risks relating to the Company’s rights or activities being impacted by not being able to secure land access agreements or surface rights;
risks relating to the Company’s operations being subject to environmental and remediation requirements;
risks relating to the Company’s ability to source qualified human resources, including consultants, attorneys and sub-contractors, as well as the performances of all such resources (including human error and actions outside of the control of the Company, such as wilful negligence of its counterparties or agents);
risks of title disputes or claims affecting mining licences and concessions or surface ownership rights;
risks relating to adverse changes to laws, regulations or other norms placing increased regulatory burdens or extending timelines for regulatory approval processes, including environmental, safety, social, taxation and other matters;
risks relating to delays in obtaining governmental approvals or permits necessary for the execution of exploration, development or construction activities;
risks relating to failure of plant, equipment or processes to operate as anticipated;
risks relating to performance of human resources, including accidents and labour disputes;
risks relating to competition inherent in the mining exploration industry;
risks of impacts from unpredictable natural occurrences, such as adverse weather conditions, fire, natural erosion, landslides, and geological activity, including earthquakes and volcanic activity;
risks relating to inadequate insurance or inability to obtain insurance;
risks relating to the fact that the Company’s properties are not yet in commercial production;
risks relating to the Company’s ability to obtain any necessary funding for its operations, at all or on terms acceptable to the Company;
risks relating to the Company’s working capital and requirements for additional capital;
risks relating to currency exchange fluctuations or change in national currency;
risks relating to fluctuations in interest and inflation rates;
risks related to a global pandemic, and its effects on the Company and its operations, and on the global markets and economy;
risks relating to restrictions on access to and movement of capital;
risks inherent in mineral resource estimation;
risks relating to inaccurate geological and engineering assumptions (including with respect to the tonnage, grade, and recoverability of reserves and resources); and
other risks of the mining industry,

as well as those factors discussed in the section entitled “Risk Factors” in this Prospectus.

Although the Company has attempted to identify important factors and risks that could affect the Company and might cause actual actions, events or results to differ, perhaps materially, from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to occur as projected, estimated or intended. There can be no assurance that forward-looking 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 forward-looking statements. The forward-looking statements in this Prospectus speak only as of the date hereof. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

Forward-looking statements and other information contained herein, including general expectations concerning the mining industry, are based on estimates prepared by the Company employing data from publicly available industry sources, as well as from market research and industry analysis, and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. Although generally indicative of relative market positions, market shares and performance characteristics, this data is inherently imprecise. While the Company is not aware of any misstatements regarding any industry data presented herein, the industry involves risks and uncertainties and the data is subject to change based on various factors.

All of the forward-looking statements made in this Prospectus and the documents incorporated by reference herein are qualified by these cautionary statements and other cautionary statements or factors contained in this Prospectus, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company.

TECHNICAL INFORMATION

Except where otherwise indicated, the disclosure contained in, or incorporated by reference in, this Prospectus that is of a scientific and technical nature is supported, summarized or extracted from the technical report entitled “NI 43-101 Technical Report – August 2024 Mineral Resource Estimate – Haib Copper Project, Namibia” having an effective date of August 31, 2024, prepared for the Haib Copper Project by Jeremy Witley Pr. Sci. Nat., FGSSA and Damian Connelly, B. App. Sc., FAusIMM., (CP) Met. FIEAust (the “Technical Report”). Such scientific and technical information is subject to certain assumptions, qualifications and procedures described in the Technical Report, respectively. Reference should be made to the full text of the Technical Report, which have been filed with Canadian securities regulatory authorities pursuant to National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and are available for review on SEDAR+ under the Company’s issuer profile at www.sedarplus.ca. The Technical Report is not and shall not be deemed to be incorporated by reference in this Prospectus.

Where appropriate, certain information contained in this Prospectus and the documents incorporated by reference herein provides updates to, or expands upon, the information contained in the Technical Report. Any such updates to, or expansions upon, the scientific or technical information contained therein and any other scientific or technical information contained in this Prospectus or any of the documents incorporated by reference herein were prepared by or under the supervision of, and has been reviewed and approved by, Jeremy Witley Pr. Sci. Nat., FGSSA and Damian Connelly, B. App. Sc., FAusIMM., (CP) Met. FIEAust who is a “qualified person” within the meaning of NI 43-101.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with the various securities commissions in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Financial Director of the Company at Suite 1890 –

10 -

1075 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3C9 (Telephone: 604-687-2038) and are also available electronically at www.sedarplus.ca. Information contained or featured on the Company's website shall not be deemed to be part of this Prospectus.

The following documents (“documents incorporated by reference” or “documents incorporated herein by reference”), which have been filed under the Company’s profile on SEDAR+ at www.sedarplus.ca, are specifically incorporated by reference into and form an integral part of this Prospectus:

(a) the annual audited consolidated financial statements of the Company for the year ended August 31, 2024, together with the report of the auditor thereon and the notes thereto (the “Annual Financial Statements”);

(b) the management’s discussion and analysis of the Company for the year ended August 31, 2024;

(c) the annual information form of the Company for the financial year ended August 31, 2024, dated as of June 6, 2025 (the “Annual Information Form”) provided, however, that (i) the technical report titled: “The Luanshya West Copper Project, Zambia” having an effective date of February 11, 2022, prepared for the Luanshya West Copper Project by Peter W.A. Walker, B.Sc. (Hons.) MBA, Pr. Sci Nat., M.G.S.S.A., and (ii) the disclosure under the heading “Summary of the Luanshya Report”, is not incorporated by reference herein;

(d) the unaudited interim consolidated financial statements of the Company for the three and six month period ended February 28, 2025, together with the notes thereto (the “Interim Financial Statements”);

(e) the management’s discussion and analysis of the Company for the three and six-month period ended February 28, 2025;

(f) the management information circular dated as of April 7, 2025, regarding the annual general and special meeting of shareholders of the Company held on May 22, 2025 (the “Management Information Circular”);

(g) the material change report of the Company dated September 4, 2024, with respect to the appointment of Heye Daun and Alan Friedman to the Board of Directors of the Company;

(h) the material change report of the Company dated September 10, 2024, with respect to the announcement of an updated mineral resource estimate for the Haib Copper Project;

(i) the material change report of the Company dated September 24, 2024, with respect to the appointment of the Chief Financial Officer and technical management team;

(j) the material change report of the Company dated September 25, 2024, with respect to the announcement of a $10 million non-brokered private placement of Common Shares (the “Non-Brokered Private Placement”);

(k) the material change report of the Company dated November 26, 2024, with respect to the appointment of Heye Daun as President and Chief Executive Officer, Trevor Faber as Chief Operating Officer, and the closing of the Non-Brokered Private Placement raising gross proceeds of $17,969,355.80.

(l) the material change report of the Company dated March 19, 2025, with respect to the vertical short form amalgamation between the Company and its wholly-owned subsidiary 1054137 B.C. Ltd.;

(m) the material change report of the Company dated April 4, 2025, with respect to the Company’s change of auditor to MNP LLP;

(n) the material change report of the Company dated April 7, 2025, with respect to the grant of an aggregate of 2,750,000 restricted share units and the appointment of Alan Friedman as Chairman of the Company;

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(o) the “template version” (as defined in applicable Canadian securities laws) of the term sheet for the Offering dated July 10, 2025 (the “Marketing Materials”); and
(p) the material change report of the Company dated July 14, 2025, with respect to the announcement of the Offering.

A reference herein to this Prospectus also means any and all documents incorporated by reference in this Prospectus. Any document of the type referred to above (excluding confidential material change reports), any business acquisition reports, the content of any news release disclosing financial information for a period more recent than the period for which financial statements are required and certain other disclosure documents as set forth in Item 11.1 of Form 44-101F1 - Short Form Prospectus Distributions of the Canadian Securities Administrators filed by the Company with the securities commissions or similar regulatory authorities in Canada after the date of this Prospectus and prior to the termination of the distribution shall be deemed to be incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

Marketing Materials

Any “template version” of any “marketing materials” (as such terms are defined in National Instrument 41-101 – General Prospectus Requirements), including the term sheet, that are utilized by the Underwriters in connection with the Offering are not part of this Prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in this Prospectus. Any template version of any marketing materials that has been, or will be, filed on SEDAR+ before the termination of the distribution under the Offering (including any amendments to, or an amended version of, any “template version” of any marketing materials) is deemed to be incorporated herein by reference.

SUMMARY DESCRIPTION OF BUSINESS

The Company was incorporated under the laws of the Province of British Columbia under the Company Act (British Columbia) on April 24, 1987 under the name “Veto Resources Ltd”. The Company changed its name to “Baron Gold Corp.” on January 24, 1997 and on March 23, 1998 to “BG Baron Group Inc.” Then on October 25, 1999, the Company changed its name to “Consolidated BG Baron Group Inc.” and on April 3, 2000 to “In.Sync Industries Inc.” Subsequently, on May 27, 2003, pursuant to the BCBCA, the Company changed its name to “Jet Gold Corp.” and on November 16, 2016 to “Deep-South Resources Inc.” Finally, on November 10, 2023, the Company changed its name to the current name of “Koryx Copper Inc.”

The Company’s head office and registered and records office is located at Suite 1890 – 1075 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3C9.

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Update on Haib Copper Project

On March 31, 2025, the Company submitted an application to renew the EPL 3140 licence (the “EPL”) for two additional years. If approved, the Company will have the right to carry out intended exploration work on the Haib Copper Project. As at the date of the Prospectus, the extension of the EPL has not yet been approved; however, the Company may proceed with its proposed exploration plans while the EPL extension application is being reviewed. The Company expects to receive a decision on its renewal application by March 31, 2026 with the cost being the initial filing fee of approximately $5,000. The Company has not received any indication that the current EPL renewal application will be rejected. The EPL renewal application rejection in 2021 was under a previous management team, who had limited experience in this area. The Company’s current management team has built inroads through appropriate channels to facilitate the renewal of the EPL and is hopeful that its current EPL renewal application will be approved. Furthermore, the EPL renewal application rejection in 2021 was later found by the High Court of Namibia upon a judicial review application by the Company to have been unreasonable. The High Court of Namibia found that the Minister and Mining Commission (the “Mining Commission”) did not consider the large investments carried out by the Company to develop a low grade deposit and did not take into consideration the impact that the COVID-19 pandemic had on the exploration program. As a result of the litigation arising from the EPL renewal application rejection and previous management response to same, exploration work was suspended for a two-year period. The background to the 2021 EPL renewal application rejection is set out below.

In April 2021, when the EPL was set to expire, the Company’s EPL renewal application was rejected because the accompanying exploration report did not indicate that substantial exploration activities was carried out in the EPL. The Company responded to the rejected EPL renewal application in May 2021 by providing an explanation for the insufficient amount of exploration activities, including the impact of the COVID-19 pandemic and, the re-orientation of the work program. In March 2023, the High Court of Namibia, upon judicial review, rendered an order that the Mining Commission’s decision to reject the EPL renewal application be set aside and ordered that the Mining Commission pay the Company’s legal costs in connection with the litigation.

Should the EPL application be rejected, the Company would reapply with a revised application or could appeal the Mining Commissions’ decision. Even if the Company does not succeed in obtaining a renewal of the EPL, under Namibian law, so long as the Company continues to re-apply for renewal of the EPL the Company’s exploration ownership rights would not be impacted by such an adverse decision.

The Company is responsible for all environmental liabilities resulting from its exploration work completed at the Haib Copper Project. Although the Company is not required to incur a minimum amount of expenditures to maintain its interest in the Haib Copper Project, in the event the Company fails to carry out its proposed exploration work without a good reason during the two-year period, then the Company may be required to renew its EPL licence on terms other than those previously intended. There is no limit to the number of times the Company may submit an application to renew the EPL. No third parties can apply for the same EPL licence while the Company’s renewal application is pending because the Company maintains its mineral exploration rights during the renewal process. Should the current renewal application be rejected, the Company has contingency plans in place in order to promptly refile an amended renewal application. Alternatively, the Company also has plans to reallocate funds to its other licences so as to mitigate operational disruptions. The operational and financial risk to the Company relating to the rejection of the EPL renewal is nil as no penalties or contractual liabilities will be triggered; however, a rejection of the EPL renewal application would result in delays to the Company’s planned exploration programs, the impacts of which cannot be estimated at this time. See “Risk Factors”.

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Additional Disclosure for Venture Issuers Without Significant Revenue

Additional disclosure concerning the Company’s exploration and evaluation expenditures and general and administrative expenses incurred during the years ended August 31, 2024 and 2023 and the six months ended February 2025 and 2024 on the Haib Copper Project, the Company’s sole material property.

Exploration and Evaluation Expenditures	Year ended August 31, 2024^{(1)(2)}	Year ended August 31, 2023^{(1)(2)}	Six months ended February 28, 2025^{(1)(2)}	Six months ended February 28, 2024^{(1)(2)}
Exploration and Evaluation Expenditures	2,337,799	398,260	2,454,222	1,200,896
Depreciation	Nil	Nil	26,281	12,998
Amortization	19,879	226	Nil	Nil
Consulting Fees	284,284	449,486	401,461	123,006
Investor Relations	181,501	165,571	Nil	Nil
Management fees	406,723	358,468	85,000	174,000
Impairment Expense	Nil	Nil	282,547	Nil
Legal, audit, and accounting	173,933	167,886	265,136	55,673
Office and miscellaneous	225,249	93,587	356,826	291,215
Payroll Costs	Nil	Nil	305,324	Nil
Regulatory and transfer agent fees	82,922	40,664	40,763	43,000
Shareholder information	23,069	25,942	10,232	7,260
Share-based compensation	371,690	55,897	710,579	190,796
Travel	32,222	80,366	22,004	19,812
Totals:	4,139,271	1,836,353	4,960,375	2,118,656

Notes:
(1) Expenditures incurred on the Zambian licences in terms of the signed agreement with World Class Mineral Ventures are immaterial and have been included within the results of the Haib Copper Project if applicable. The Company accounting policy up until June 1, 2024 was to capitalize all exploration costs, which was subsequently changed to expensing all exploration costs as incurred.
(2) The Company’s operations focus almost exclusively on the Haib Copper Project and, accordingly, the Company incurs very limited expenditures on the Luanshya Project (as defined below), the Company’s non-material exploration property. Accordingly, the table above also includes certain immaterial expenses incurred by the Company on the Luanshya Project, including: (i) $359,683 in geological consulting fees and $2,136 in field support expenses incurred during the year ended August 31, 2023; and (ii) $136,222 in exploration and assay sampling analysis expenses and $78,482 in field support expenses incurred during the six months ended February 28, 2024.

During the six months ended February 28, 2025, there were no material exploration and evaluation expenses in respect of the Luanshya West Copper Project in Zambia as all exploration and evaluation activity shifted to the Haib Copper Project in Namibia where the Company spent $2,454,222 during the period. During the six months ended February 28, 2024, there was minimal exploration and evaluation expenses in the amount

of $214,704 in respect of the Luanshya West Copper Project (the “Luanshya Project”) as the Company shifted its exploration and evaluation focus to the Haib Copper Project where it spent $1,200,896 during the period.

During the year ended August 31, 2024, there were no material exploration and evaluation expenses in respect of the Luanshya Project in Zambia as all exploration and evaluation activity shifted to the Haib Copper Project in Namibia where the Company spent $2,337,799 during the period. During the year ended August 31, 2023, the Company spent $361,819 on exploration and evaluation expenses in respect of the Luanshya Project which was less than the $398,260 the Company spent during the period on the exploration and evaluation expenses for the Haib Copper Project as it shifted its exploration and evaluation focus to the Haib Copper Project.

Corporate Structure of the Company

The following depicts the inter-corporate relationships of the Company and its subsidiaries:

Business Strategy

The Company is a junior mineral exploration and development company whose principal business is the exploration and development of natural resources in Namibia. The Company’s main focus is to explore and develop the Haib Copper Project in the south of Namibia and to identify and acquire interests in additional mineral properties.

For additional information on the Company’s business, the Haib Copper Project, please refer to the Technical Report as well as the Annual Information Form, copies of which are available on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile.

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CONSOLIDATED CAPITALIZATION

The following table sets forth the consolidated capitalization of the Company as at February 28, 2025, the date of the Interim Financial Statements, and as at February 28, 2025, after giving effect to the Offering.

The following table should be read in conjunction with the Interim Financial Statements.

Designation	As at February 28, 2025 before giving effect to the Offering (unaudited)	As at February 28, 2025 after giving effect to the Offering (unaudited)
Common Shares	$85,206,136^{(1)}
(69,841,095 Common Shares)^{(2)}	$105,413,240^{(1)}
(86,404,295 Common Shares)
Warrants	$4,241,756^{(3)}
(8,607,075 Warrants)^{(2)}	$4,241,756^{(3)}
(8,607,075 Warrants)
Options Outstanding	$868,800^{(4)}
(1,810,000 Options)^{(2)}	$868,800^{(4)}
(1,810,000 Options)
Restricted Share Units	$1,724,400^{(5)}
(2,395,000 RSUs)^{(2)}	$1,724,400^{(5)}
(2,395,000 RSUs)
Shareholders’ Equity	$17,072,411^{(2)}	$33,245,289^{(6)}
Loans	Nil	Nil

Notes:
(1) Calculated using the closing price of $1.22 per Common Share on the TSXV on February 28, 2025. Pursuant to the Offering, a total of 16,563,200 Common Shares will be issued (assuming no exercise of the Over-Allotment Option) at the Offering Price per Common Share. See “Plan of Distribution”.
(2) Represents the number of Common Shares outstanding as at February 28, 2025, as disclosed in the Interim Financial Statements.
(3) The valuation of the Common Share purchase warrants is calculated using a weighted average price of $0.41 for the Common Share purchase warrant issued to finders and $0.50 for Common Share purchase warrants issued as part of units offered by the Company in connection to a non-brokered private placement that was completed in November 2024. The calculation does not include the issuance of Compensation Warrants under the Offering. An aggregate 496,896 Compensation Warrants will be issued in connection with the Offering (or up 571,430 Compensation Warrants assuming the exercise in full of the Over-Allotment Option.)
(4) The valuation of the options is calculated using a weighted average price of $0.48.
(5) RSUs calculated using a weighted average price of $0.72.
(6) Assuming that the Over-Allotment Option was not exercised and $5,000,000 in gross proceeds are raised from the sale of Offered Shares to President’s List Purchasers, the Company expects net proceeds of $16,172,878, after deducting the Underwriter Fee of $868,482 and the estimated expenses and costs of the Offering of $350,000.

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USE OF PROCEEDS

Assuming the Over-Allotment Option is not exercised and an aggregate of $5,000,000 in gross proceeds are raised from sales to President’s List Purchasers, the net proceeds to the Company from the Offering, after deducting the Underwriters’ Fee of $868,482 and the estimated expenses of the Offering of $350,000, are estimated to be $16,172,878. The Underwriters’ Fee and the expenses of the Offering will be paid from the proceeds of the Offering. See “Plan of Distribution”. The Company intends to apply these funds for the following purposes:

Use of Proceeds	Estimated Amount to be Expended
Regional mineral property drilling and supporting exploration^{(1)}
Field Support Costs	$324,291
Exploration Drilling	$6,041,379
Geophysics	$110,492
Resource Estimate	$87,596
Hydrogeology	$39,461
Geotechnical	$192,928
Mine Optimization and Planning	$148,036
Civil Geotechnical	$51,957
Metallurgy Test Work	$1,176,970
Met Plant Design	$1,036,022
Environmental and Permitting	$452,636
Sustainability	$205,751
Consultancy	$565,283
Infrastructure Management	$775,892
Miscellaneous	$48,274
Subtotal	$11,256,968
Regional in-country general and administrative expenses^{(2)}	$1,053,640
Capital expenditures^{(3)}	$2,342,629
Corporate general and administrative expenses^{(4)}
Exchange and other regulatory fees, accounting, legal, office management	$420,495
Management consulting fees	$776,298
Communications, website, conferences, public relations, marketing	$129,383
Subtotal	$15,979,413
Other general working capital	$193,465
TOTALS:	$16,172,878

Notes:
(1) This includes the recommended work program in the Technical Report in the amount of $3,378,727 as more particularly described in the Technical Report. The Company intends to spend $11,256,968 in exploration expenses on the Haib Copper Project, the Company’s core mineral project, over the 12-months from the date of this Prospectus. Additional details of the work and estimated costs are also summarized in the Annual Information Form under the heading “Mineral Projects”.
(2) Regional in-country general and administrative expenses include: rentals of warehouse, on-site field offices, and the regional management office in Cape Town; fleet maintenance of trucks in Namibia for carrying samples and personnel; IT management costs; local business and administrative costs and salaries; corporate travel and accommodation; ad hoc equipment and vehicle rentals; regional Namibian and South African legal and accounting professional fees.
(3) Capital expenditures include: upgrades to core sample warehousing and field/camp facilities structures; field vehicles, trucks, trailers and other equipment in Namibia; and geological software license renewals.
(4) Corporate general and administrative expenses include: corporate management and support staff costs, consulting, legal, audit, regulatory fees, marketing and general office expenses.

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If the Over-Allotment Option is exercised in full and an aggregate $5,000,000 in gross proceeds are raised from sales to President’s List Purchasers, the net proceeds to the Company from the Offering, after deducting the Underwriters’ Fee of $1,025,004 and the estimated expenses of the Offering of $350,000, are estimated to be $18,625,060. If the Over-Allotment Option is exercised, in whole or in part, the Company intends to use the additional net proceeds for regional mineral property drilling and supporting exploration and general corporate purposes. Funds used for general corporate purposes may be allocated to business development or to pursue other exploration or acquisition opportunities. As at the date of this Prospectus, the Company has not identified any other exploration or acquisition opportunities other than as described in the Technical Report, the Annual Information Form, or other documents incorporated by reference herein.

The Company’s actual use of the net proceeds may vary depending on the Company’s operating and capital needs from time to time and, as such, there may be circumstances where, for sound business reasons, a reallocation of the use of proceeds is necessary. Any such reallocations will be determined at the discretion of the Company’s management and there can be no assurance as of the date of this Prospectus as to how those funds may be reallocated. Until utilized for the above purposes, the Company may invest the net proceeds that it does not immediately require in an interest-bearing account with major Canadian banks. See “Risk Factors”.

The Company will require additional funding to complete further exploration and development work on the Haib Copper Project. There is no assurance that such funds will be available on terms favourable to the Company. See “Risk Factors”.

The Company is an exploration stage company and had negative cash flow from operating activities of $3,858,321 during the financial year ended August 31, 2024 and $5,709,848 during the six months ended February 28, 2025. If the Company continues to have negative cash flow into the future, net proceeds may need to be allocated to funding this negative cash flow in addition to the operational expenses listed above. See “Risk Factors”.

Business Objectives

The Company is primarily focused on the exploration and development of its Haib Copper Project. In the near term, the Company intends to use the net proceeds of the Offering to pursue further exploration of the Haib Copper Project in accordance with the recommendations contained in the Technical Report. It is anticipated that the proposed exploration work described in the Technical Report will cost approximately $40,000,000 and be completed by the end of June 2027. The balance of the funds raised under the Offering will be reserved for general working corporate purposes, working capital and future exploration activities, as described above under “Use of Proceeds”.

PLAN OF DISTRIBUTION

Subject to the terms and conditions contained in the Underwriting Agreement, the Company has agreed to issue and sell, and the Underwriters have agreed to purchase, on the Closing Date or such other date as the Company and the Underwriters may agree, but in any event not more than 42 days after the date of the receipt for this Prospectus, an aggregate of 16,563,200 Offered Shares at the Offering Price, payable in cash to the Company against delivery of such Offered Shares, for gross proceeds to the Company of $17,391,360.

The Company has granted to the Underwriters the Over-Allotment Option, exercisable in whole or in part, for a period of 30 days from the Closing Date, to purchase up to 2,484,480 Additional Shares at the Offering Price, for the purpose of covering over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full and an aggregate $5,000,000 in gross proceeds are raised from sales to President’s List Purchasers, the total number of Offered Shares sold under the Offering will be 19,047,680, the total price to the public will be $20,000,064, the total Underwriters’ Fee will be $1,025,004,

18 -

and the total net proceeds to the Company, after deducting the Underwriters’ Fee, but before deducting the estimated expenses of the Offering, will be $18,975,060. A purchaser who acquires Additional Shares qualified for distribution under the Prospectus forming part of the Underwriters’ over-allocation position acquires those securities under this Prospectus, regardless of whether the Underwriters’ over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. Any reference to “Offered Shares” shall read to include, as the context requires or permits, the Additional Shares issuable under the Over-Allotment Option.

This prospectus qualifies the distribution of the Offered Shares in each of the provinces and territories of Canada, except Québec. The Offered Shares may also be offered for sale and in other jurisdictions outside of Canada and the United States, provided that they are lawfully offered and sold in accordance with applicable securities laws in reliance on an exemption from the prospectus, registration or similar requirements of any such jurisdictions and that the Company will not become subject to any continuous disclosure or similar obligations of any such jurisdictions.

The Offering Price was determined by arm’s length negotiation between the Company and the Lead Underwriter, on behalf of the Underwriters, with reference to the prevailing market price of the Common Shares. The Company has also agreed to indemnify each of the Underwriters and any U.S. affiliate of an Underwriter that sells any Offered Shares during the distribution, and each of their respective directors, officers, employees and agents from and against certain liabilities and expenses and to contribute to payments that the Underwriters may be required to make in respect thereof.

The obligations of the Underwriters under the Underwriting Agreement are several and not joint and not joint and several and may be terminated at their discretion on the basis of the “material change out”, “proceedings outs”, “disaster out”, and “breach out” provisions of the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events. The Underwriters are, however, obligated to take up and pay for all Offered Shares if any are purchased under the Underwriting Agreement.

The Underwriting Agreement provides that the Company will pay, on the Closing Date, the Company will pay the Underwriters a cash fee equal to 6.0% of the gross proceeds of the Offering, including any gross proceeds raised upon exercise of the Over-Allotment Option and a reduced cash fee equal to 2.5% of the gross proceeds raised from sales to President’s List Purchasers. Assuming no exercise of the Over-Allotment Option and an aggregate $5,000,000 in gross proceeds are raised from sales to President’s List Purchasers, the aggregate Underwriters’ Fee payable to the Underwriters by the Company in consideration for their services in connection with the Offering is expected to be $868,482 (or $1,025,004 assuming the Over-Allotment Option is exercised in full and an aggregate $5,000,000 in gross proceeds are raised from sales to President’s List Purchasers).

As additional consideration for the services provided by the Underwriters’ to the Company in connection with the Offering, the Underwriters will receive Compensation Warrants to purchase such number of Common Shares as is equal to 3.0% of the number of Offered Shares sold under the Offering, including any Additional Shares issued upon the exercise of the Over-Allotment Option. Each Compensation Warrant is exercisable to acquire one Compensation Share at the Offering Price for a period of 24 months after the Closing Date. The distribution of the Compensation Warrants is qualified by this Prospectus. The Underwriters, as holders of the Compensation Warrants will not have any voting rights or other rights attached to the Common Shares until exercised in accordance with the terms of the certificates representing the Compensation Warrants.

The Underwriters propose to offer the Offered Shares to the public initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at the Offering Price, in consultation with the Company, the offering price for the Offered Shares may be decreased and may be further changed from time to time to amounts not greater than the Offering Price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers

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of the Offered Shares is less than the amount paid by the Underwriters to the Company. Any such reduction will not affect the proceeds received by the Company.

Pursuant to the terms of the Underwriting Agreement, without the prior written consent of the Lead Underwriter, on behalf of the Underwriters, after discussion therewith, which consent shall not to be unreasonably withheld, conditioned or delayed, for a period ending 90 days after the Closing Date, the Company has agreed it will not: (i) offer, issue, pledge, sell, contract to sell, announce an intention to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any Common Shares or securities convertible into or exchangeable for Common Shares, other than (A) pursuant to the Company's equity compensation plans; (B) to satisfy existing contractual obligations and instruments already issued as of July 9, 2025 (including for greater certainty, but not limited to the grant of securities under the Company's equity compensation plans and the issuance of securities pursuant to existing preemptive, anti-dilution and/or participation rights); (C) the issuance of Common Shares upon the exercise of any warrants, convertible securities, options, or any other commitment or agreement outstanding as of July 9, 2025; (D) obligations in respect of existing agreements; (E) the issuance of Common Shares in connection with any bona fide acquisition by the Company or its subsidiaries (including, without limitation, land acquisitions); and (F) in connection with an internal reorganization; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether any such transaction described in clause (i) or (ii) above is settled by delivery of Common Shares or other securities of the Company, in cash or otherwise.

Pursuant to the terms of the Underwriting Agreement, the Company has also agreed to cause its directors and senior officers to agree in lock-up agreements to be executed on or prior to the Closing Date, that for a period of 90 days from the Closing Date, each will not, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Common Shares, now owned or hereinafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise other than (A) in connection with the settlement of restricted share units of the Company or the cashless exercise of stock options of the Company outstanding as of July 9, 2025; (B) upon obtaining the prior written consent of the Lead Underwriter, on behalf of the Underwriters, such consent not to be unreasonably withheld, conditioned or delayed; (C) pursuant to a takeover bid, arrangement or any other similar transaction made generally to all of the shareholders of the Company; (D) pursuant to a transfer that occurs by operation of law or in connection with transactions arising as a result of the death of the director or officer; or (E) transfers to any affiliates, family members or any company, trust or other entity owned by or maintained for the benefit of the director or officer provided that such entity first executes a similar lock-up agreement.

The Underwriters may not, throughout the period of distribution under this Prospectus, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptions, as long as the bid or purchase is not engaged in for the purpose of creating actual or apparent active trading in or raising the price of the Common Shares. These exceptions include a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces of the Canadian Investment Regulatory Organization relating to market stabilization and passive market-making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution. Subject to the foregoing and applicable regulations, the Underwriters may over-allot or effect transactions in connection with the Offering intended to stabilize or maintain the market price of the Common Shares at levels above that which would otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

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The TSXV has conditionally approved the listing of the Offered Shares, including any additional Offered Shares issuable on the exercise of the Over-Allotment Option, and the Compensation Shares. Listing of the Offered Shares and Compensation Shares will be subject to the Company fulfilling all of the listing requirements of the TSXV.

Unless otherwise agreed between the Company and a purchaser of Offered Shares, it is expected that the Offered Shares will be issued as non-certificated book-entry securities through CDS or its nominee. Consequently, purchasers of the Offered Shares will receive a customer confirmation from the registered dealer that is a CDS participant from or through which the Offered Shares were purchased and no certificate evidencing the Offered Shares will be issued. Registration will be made through the depository services of CDS. Notwithstanding the foregoing, no person is authorized to provide any information or make any representation in connection with the Offering, other than as contained in this Prospectus.

United States Securities Laws

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Offered Shares in the United States.

The Offered Shares have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly may not be offered or sold in the United States (as such term is used in Regulation S under the U.S. Securities Act), except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Underwriting Agreement provides that the Underwriters may offer the Offered Shares in the United States to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act), provided that such transactions are made in accordance with Rule 144A under the U.S. Securities Act and in compliance with applicable state securities laws. The Underwriting Agreement also provides that offers and sales of Offered Shares outside the United States may be made only in transactions in accordance with Rule 903 of Regulation S under the U.S. Securities Act.

In addition, until 40 days after the commencement of the Offering, an offer or sale of the Offered Shares offered hereby within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act unless such offer or sale is made in accordance with an available exemption from the registration requirements of the U.S. Securities Act.

Selling and Transfer Restrictions Outside of Canada

Other than in the offering jurisdictions, no action has been taken by the Company or the Underwriters that would permit a public offering of the Offered Shares offered by this Prospectus in any jurisdiction where action for that purpose is required. The Offered Shares offered by this Prospectus may not be offered or sold, directly or indirectly, nor may this Prospectus or any other offering material or advertisements in connection with the offer and sale of any Offered Shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this Prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this Prospectus.

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Offered Shares offered by this Prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

The Offering consists of 16,563,200 Offered Shares at a price of $1.05 per Offered Share. In addition, the Company has granted the Underwriters the Over-Allotment Option, exercisable in whole or in part at the sole discretion of the Underwriters at any time until the date that is 30 days following the Closing Date, to

21 -

purchase up to an additional 2,484,480 Offered Shares at the Offering Price to cover over-allotments, if any, and for market stabilization purposes. See “Plan of Distribution”.

Common Shares

Each Common Share entitles its holder to notice of, and to one vote at, all meetings of shareholders of the Company. Each Common Share carries an entitlement to receive dividends if, as and when declared by the Board of Directors of the Company. In the event of liquidation, dissolution, or winding-up of the Company, the assets available for distribution to shareholders will be distributed on a pro rata basis, but only after payment of all outstanding debts and subject to the rights of any other class of shares issued by the Company.

The authorized share capital of the Company consists of an unlimited number of Common Shares, of which 71,221,471 Common Shares are issued and outstanding as of the date of this Prospectus.

Compensation Warrants

As additional consideration for the Underwriters’ services provided to the Company in connection with the Offering, the Underwriters will receive Compensation Warrants to purchase that number of Common Shares equal to 3.0% of the number of Offered Shares sold under the Offering, including any Additional Shares issued upon the exercise of the Over-Allotment Option. Each Compensation Warrant will be exercisable by the holder thereof to acquire one Compensation Share at the Offering Price for a period of 24 months after the Closing Date. The issuance of the Compensation Warrants and the Compensation Shares issuable upon the exercise thereof is qualified by this Prospectus. See “Plan of Distribution”. The terms governing the Compensation Warrants will be set out in the certificates representing the Compensation Warrants and will include, among other things, customary provisions for the appropriate adjustment of the number of the Compensation Shares issuable pursuant to any exercise of the Compensation Warrant upon the occurrence of certain events including any subdivision, consolidation, or reclassification of the Common Shares of the Company, any capital reorganization of the Company, or any merger, arrangement, consolidation, or amalgamation of the Company with another corporation or entity as well as customary amendment provisions. The Compensation Warrants will be non-transferable. The Underwriters, as holders of the Compensation Warrants will not have any voting rights or other rights attached to the Common Shares until the Compensation Warrants are exercised as provided for in the certificates representing the Compensation Warrants.

PRIOR SALES

Common Shares

The following table summarizes details of Common Shares issued by the Company during the 12-month period prior to the date of this Prospectus:

Date	Number of Securities	Security	Price Per Security
July 31, 2024	100,000^{(2)}	Common Shares	$0.45
August 22, 2024	100,000^{(2)}	Common Shares	$0.45
September 4, 2024	50,000^{(5)}	Common Shares	$0.50
September 5, 2024	10,000^{(2)}	Common Shares	$0.45
September 17, 2024	50,000^{(5)}	Common Shares	$0.50
September 19, 2024	15,380^{(7)}	Common Shares	$0.50

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Date	Number of Securities	Security	Price Per Security
September 19, 2024	72,000^{(1)}	Common Shares	$0.45
September 23, 2024	20,000^{(5)}	Common Shares	$0.50
September 23, 2024	6,000^{(6)}	Common Shares	$0.50
September 26, 2024	40,000^{(5)}	Common Shares	$0.50
September 30, 2024	20,000^{(5)}	Common Shares	$0.50
October 2, 2024	60,000^{(11)}	Common Shares	$0.35
October 3, 2024	30,000^{(2)}	Common Shares	$0.45
October 11, 2024	8,698,603^{(12)}	Common Shares	$1.10
November 6, 2024	4,818,993^{(12)}	Common Shares	$1.10
December 18, 2024	2,818,182^{(12)}	Common Shares	$1.10
December 17, 2024	200,000^{(11)}	Common Shares	$0.50
December 17, 2024	260,000^{(1)}	Common Shares	$0.45
December 19, 2024	14,000^{(5)}	Common Shares	$0.50
January 7, 2025	38,500^{(7)}	Common Shares	$0.50
January 24, 2025	32,000^{(2)}	Common Shares	$0.45
January 27, 2025	10,000^{(6)}	Common Shares	$0.50
February 3, 2025	38,500^{(7)}	Common Shares	$0.50
February 3, 2025	1,577,000^{(8)}	Common Shares	$0.50
February 12, 2025	130,000^{(11)}	Common Shares	$0.45
February 14, 2025	200,000^{(7)}	Common Shares	$0.50
February 14, 2025	30,800^{(8)}	Common Shares	$0.50
February 14, 2025	80,000^{(11)}	Common Shares	$0.45
February 24, 2025	70,000^{(11)}	Common Shares	$0.45
March 17, 2025	8,000^{(6)}	Common Shares	$0.50
March 17, 2025	249,600^{(3)}	Common Shares	$0.45
March 26, 2025	40,000^{(11)}	Common Shares	$0.40
April 1, 2025	20,000^{(3)}	Common Shares	$0.45
May 14, 2025	50,000^{(11)}	Common Shares	$0.50
May 14, 2025	50,000^{(11)}	Common Shares	$0.40
May 27, 2025	20,000^{(11)}	Common Shares	$0.40
May 27, 2025	20,000^{(5)}	Common Shares	$0.50
May 30, 2025	150,000^{(8)}	Common Shares	$0.50
May 30, 2025	3,200^{(8)}	Common Shares	$0.325
June 2, 2025	40,000^{(11)}	Common Shares	$0.40
June 10, 2025	180,000^{(11)}	Common Shares	$0.40
June 12, 2025	156,000^{(4)}	Common Shares	$0.50

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Date	Number of Securities	Security	Price Per Security
June 12, 2025	90,000^{(11)}	Common Shares	$0.40
June 19, 2025	40,000^{(11)}	Common Shares	$0.40
July 3, 2025	110,000^{(5)}	Common Shares	$0.50
July 3, 2025	153,846^{(10)}	Common Shares	$0.50

Notes:
(1) These Common Shares were issued pursuant to exercise of the warrants issued on December 23, 2019.
(2) These Common Shares were issued pursuant to exercise of the warrants issued on January 22, 2020.
(3) These Common Shares were issued pursuant to exercise of the warrants issued on April 2, 2020.
(4) These Common Shares were issued pursuant to exercise of the warrants issued on September 28, 2022
(5) These Common Shares were issued pursuant to exercise of the warrants issued on February 14, 2023
(6) These Common Shares were issued pursuant to exercise of the warrants issued on February 14, 2023 to brokers.
(7) These Common Shares were issued pursuant to exercise of the warrants issued on September 6, 2023.
(8) These Common Shares were issued pursuant to exercise of the warrants issued on September 21, 2023.
(9) These Common Shares were issued pursuant to exercise of the warrants issued on September 21, 2023 to brokers.
(10) These Common Shares were issued pursuant to exercise of the warrants issued on March 28, 2024.
(11) These Common Shares were issued pursuant to the exercise of stock options.
(12) These Common Shares were issued pursuant to a private placement that closed in three tranches on October 11, 2024; November 6, 2024 and December 18, 2024.

Stock Options

The following table summarizes details of the stock options granted by the Company during the 12-month period prior to the date of this Prospectus.

Date	Number of Securities	Security	Exercise Price per Security
August 8, 2024	250,000	Stock Options	$0.70

Notes:
(1) The stock options were granted to a director of the Company, with an expiry date of August 8, 2027 and vest over two years.

Restricted Share Units

The following table summarizes details of the restricted share units (each, an "RSU") granted by the Company during the 12-month period prior to the date of this Prospectus. The Company granted RSUs to certain key executives of the Company under the Company's Omnibus Plan pursuant to the policies of the TSXV. Each RSU represents the right to receive, once vested, one Common Share for every RSU held, or the cash equivalent thereof based on the fair market value of the Common Shares calculated in accordance with the terms of the Omnibus Plan.

Date	Number of Securities	Security	Exercise Price per Security
August 8, 2024	2,395,000^{(1)}	RSU	Deemed $0.72
April 7, 2025	2,750,000^{(1)}	RSU	Deemed $0.95

Notes:
(1) The RSUs were granted to a directors, officers, and consultants of the Company, and vest over two years.

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Trading Price And Volume

The Common Shares are listed on the TSXV under the symbol “KRY” and on the NSX under the symbol “KYX”.

The following table shows the monthly high and low trading prices and total volume of trading of the Common Shares on the TSXV for the 12-month period before the date of this Prospectus.

Month	High ($)	Low ($)	Volume
July 1 to July 28, 2025	1.2	1.00	2,897,781
June 2025	1.15	0.89	2,479,052
May 2025	1.10	0.93	1,200,579
April 2025	1.14	0.85	1,695,389
March 2025	1.29	1.12	881,433
February 2025	1.23	1.09	1,576,327
January 2025	1.22	0.90	1,323,030
December 2024	1.09	0.91	1,166,729
November 2024	1.13	1.01	1,271,759
October 2024	1.22	0.93	1,599,556
September 2024	1.26	0.77	2,352,239
August 2024	0.95	0.66	1,432,710
July 2024	0.96	0.75	926,854
June 2024	1.125	0.77	6,267,689

Notes:
(1) The source of all trading data is as disclosed by the TSXV.

DIRECTORS AND EXECUTIVE OFFICERS

Name, Occupation and Security Holding

The following table sets out the names, province or state and country of residence, positions with or offices held with the Company, and principal occupation for the past five years of each of the Company’s directors and executive officers, as well as the period during which each has been a director and/or officer of the Company. The following information set out in the table below is as of the date of this Prospectus.

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Each of the Company’s directors serve until the next annual general meeting of shareholders or until a successor is elected or appointed. The Company’s officers serve at the determination of the Company’s Board of Directors.

Name, Position and Province/State and Country of Residence	Principal Occupation During the Past Five Years	Director/Officer Since
Heye Daun (1)
President, Chief Executive Officer and Director
South Africa	Heye Daun was President and CEO of Osino Resources Corp. from 2015 until its sale in 2024, thereafter transitioning to Koryx Copper Inc. in late 2024, taking over the role of President and CEO.	September 4, 2024
Alan Friedman (1)(2)
President, Secretary and Director
Ontario, Canada	Alan Friedman was Chairman of Osino Resources Corp. from 2018 until its sale in 2024, playing a significant role in the sale of Osino to Shanjin International Gold Co. Ltd (formerly Yintai Gold Co., Ltd.) for C$368m. Thereafter transitioning to Koryx Copper Inc. in late 2024 as part of the management restructuring at Koryx.	September 4, 2024
Charles Loots (1)(2)
Director
South Africa	Mr. Loots is currently Project Support Manager for Osino Resources in Namibia. From 2012 to 2023, he was employed in a senior executive position as General Manager – Corporate & Director for B2 Gold in Namibia.	July 3, 2024
Alfredo Luis Riviere (2)
Director
Switzerland	Afredo Luis Riviere is currently CEO and Director of Euro-Alloys and Ferrotrade Consulting and a non-executive director of Koryx since July 2024.	May 25, 2023
Tony da Silva
Chief Financial Officer
South Africa	Tony da Silva has been CFO of Koryx since 2024 and of Lotus Gold Corporation since August 2020.	March 14, 2025
Trevor Faber
Chief Operating Officer
South Africa	Trevor Faber has been COO of Alphamin Recourses Corp. between 2016 and 2021. He has been COO of Koryx since November 2024.	March 14, 2025
Leanne Ratzlaff
Corporate Secretary
British Columbia, Canada	Leanne Ratzlaff served as Corporate Secretary of Osino Resources Corp. from October 2018 to October 2024 and Reliq Health Technologies Inc. from May 2018 to October 2024. Ms. Ratzlaff has completed the Public Companies and Corporate Governance course at Simon Fraser University and holds a Paralegal Diploma.	March 14, 2025

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Notes:
(1) Member of the Compensation Committee as of the date of this Prospectus.
(2) Member of the Audit Committee as of the date of this Prospectus.

Biographies of Directors and Executive Officers

Heye Daun – President, Chief Executive Officer and Director

Heye Daun, (BSc (Eng) (Mining), MBA) is a Namibian-born mining engineer with 30 years of experience in mining and finance. After 10 years in uranium and gold mining in Namibia and West Africa with Rio Tinto, AngloGold and Goldfields, Heye spent three years in mining project finance and fund management. Since 2009 he has become a mining entrepreneur with multiple successful exits. He was a co-founder (with Alan Friedman) and President of Auryx Gold Corp., which advanced the Otjikoto gold project in Namibia and in 2012 was sold to B2Gold Corp. for CS$180 million. He then led a turn-around and subsequent merger of Ecuador Gold & Copper Corp. with Odin Mining, a Ross Beaty company, to form Lumina Gold Corp. before founding Osino Resources Corp. with Alan Friedman in 2016 and recently closing the sale of Osino to Shanjin International Gold Co. Ltd (formerly Yintai Gold Co., Ltd.) for C$368m.

Alan Friedman – President, Secretary and Director

Alan Friedman (BCom, BProc) is a South African admitted lawyer, based in Canada, with an established track record of over 25 years as a public markets entrepreneur. Mr. Friedman has played an integral role in the financings, go-public transactions and subsequent exits for many TSX, AIM and NASDAQ listed companies. He is a co-founder and Director of TSX-V listed Eco (Atlantic) Oil and Gas Ltd., and co-founder and former executive of Auryx Gold Corp. and co-founder and Chairman of Osino Resources Corp.

Charles Loots – Director

Mr. Loots is currently Project Support Manager for Osino Resources in Namibia. From 2012 to 2023, he was employed in a senior executive position as General Manager – Corporate & Director for B2 Gold in Namibia. Prior to those roles, he was General Manager & Director of Auryx Gold Namibia, Manager Corporate Affairs for Anvil Mining and Community Manager for AngloGold Ashanti overviewing ESG for 7 mines in Mali, Tanzania, Namibia, Guinea and Ghana. Charles Loots joined the Board of Directors of Koryx Copper in 2024 as part of the management restructuring at Koryx bringing significant experience within the Namibian mining industry for over 15 years to Koryx.

Alfredo Luis Riviere – Director

Mr. Riviere has over 30 years of experience in commodities trading, investment banking, hedge funds analyst and metals products manufacturing. He is currently CEO and Director of Euro-Alloys and Ferrotrade Consulting. He has held various Executive and Vice-President positions. Mr. Riviere is a non-executive director of Koryx.

Tony da Silva – Chief Financial Officer

Tony da Silva has been consulting to Lotus Gold Corporation in the capacity of Chief Financial Officer since August 2020. He had been the Finance Director of the subsidiary companies of Osino Resources Corp. in Namibia since 2017, and as of March 2021, was appointed as the Chief Financial Officer of Osino Resources Corp., a gold exploration company previously listed on the TSXV with its corporate head office in Vancouver, Canada. He was part of the executive team responsible for the listing of Osino Resources Corp. on the TSXV and was an integral member of the management team as the point person on all equity raising initiatives for Osino as well as the subsequent sale of Osino in 2024 to Shanzin International. Tony has been a key member in setting up the corporate structure of Lotus Gold Corporation, managing all aspects of the financial administration and reporting responsibilities and working with its CEO in anticipation of

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listing Lotus Gold in the foreseeable future via RTO. Tony was appointed CFO of Koryx in 2024 as part of the management restructuring and has a BCompt., BCom. (Hons) degree, and is a Registered Chartered Accountant in South Africa (CA(SA)) since 2004.

Trevor Faber – Chief Operating Officer

Trevor is a Mining Engineer with over 30 years of experience in project development and the mining industry in Africa. He is the former CEO of Luma Africa; COO for Alphamin Resources and Project Manager of the Bisie Tin project in the Democratic Republic of Congo (the “DRC”). He is also the former Projects and Operations Executive for Metorex, Project Manager of the Ruashi Copper/Cobalt Project and the Kinsenda Copper Project in the DRC, and the Technical Director for Ridge Mining and Project Manager of the Blue Ridge Platinum mine in South Africa. He holds a Bsc (Honors) Mining Engineering degree from the University of Witwatersrand in South Africa. Trevor joined Koryx as COO in late 2024 to bring his wealth of experience in building and developing world class mining projects in Africa, with Namibia and the Haib Copper Project being a logical choice in terms of jurisdiction and project quality.

Leanne Ratzlaff - Corporate Secretary

Leanne Ratzlaff has over 11 years of corporate governance, board administration, securities compliance, and corporate records experience. She is currently employed as Senior Corporate Advisor for De Novo Group and serves as Corporate Secretary for Koryx Copper Inc. and Lotus Gold Corporation, a private company. Previously, Ms. Ratzlaff served as Corporate Secretary of Osino Resources Corp. from October 2018 to October 2024 and Reliq Health Technologies Inc. from May 2018 to October 2024. Ms. Ratzlaff has completed the Public Companies and Corporate Governance course at Simon Fraser University and holds a Paralegal Diploma.

RISK FACTORS

An investment in the Company’s securities is speculative and involves a high degree of risk. In addition to the other information included or incorporated by reference in this Prospectus, you should carefully consider the risks and uncertainties described in the documents incorporated by reference in this Prospectus, together with all of the other information contained in this Prospectus, before purchasing the Company’s securities. The occurrence of any of such risks could have a material adverse effect on our business, financial condition, results of operations and future prospects. In these circumstances, the market price of our securities, including the Common Shares, could decline, and you may lose all or part of your investment. The risks described herein are not the only risks we face; risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and results of operations. Investors should also refer to the other information set forth or incorporated by reference in this Prospectus, including our Annual Financial Statements and related notes. This Prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described herein. See “Cautionary Note Regarding Forward-Looking Statements.” In particular, you should carefully consider the risks described under the Annual Information Form under the heading “Risk Factors”, and the other documents incorporated herein by reference. See “Documents Incorporated by Reference”.

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The Common Shares are Subject to Market Price Volatility

The market price of the Common Shares may be adversely affected by a variety of factors relating to the Company's business, including fluctuations in the Company's operating and financial results, the results of any public announcements made by the Company and the Company's failure to meet analysts' expectations. In addition, from time to time, the stock market experiences significant price and volume volatility that may affect the market price of the Common Shares for reasons unrelated to the Company's performance. Additionally, the value of the Common Shares is subject to market value fluctuations based upon factors that influence the Company's operations, such as legislative or regulatory developments, competition, technological changes, global capital market activity and changes in interest and currency rates. There can be no assurance that the market price of the Common Shares will not experience significant fluctuations in the future, including fluctuations that are unrelated to the Company's performance.

The value of the Common Shares will be affected by the general creditworthiness of the Company. The Annual Information Form and the Company's management's discussion and analysis are incorporated by reference in this short form prospectus and discuss, among other things, known material trends and events, and risks or uncertainties that are reasonably expected to have a material effect on the Company's business, financial condition or results of operations. The market value of the Common Shares may also be affected by the Company's financial results and political, economic, financial and other factors that can affect the capital markets generally, the stock exchanges on which the Common Shares are traded and the market segment of which the Company is a part.

An investment in the Common Shares is speculative and may result in the loss of an investor's entire investment in the Company. Only investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment in the Company.

Potential Dilution

The Company's articles allow it to issue an unlimited number of Common Shares for such consideration and on such terms and conditions as established by the Board of Directors of the Company, in many cases, without the approval of the Company's shareholders. As part of this Offering, the Company could issue up to 19,047,680 Offered Shares (which number includes the 2,484,480 Offered Shares issuable if the Over-Allotment Option is exercised in full by the Underwriters). The Company may also issue additional Common Shares in subsequent offerings (including through the sale of securities convertible into or exchangeable for Common Shares) and on the exercise of stock options or other securities exercisable for Common Shares. The Company cannot predict the size of future issuances of Common Shares or the effect that future issuances and sales of Common Shares will have on the market price of the Common Shares. Issuances of a substantial number of additional Common Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the Common Shares. With any additional issuance of Common Shares, investors will suffer dilution to their voting power and the Company may experience dilution in its earnings per share.

Forward-Looking Statements May Prove to be Inaccurate

Investors should not place undue reliance on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. Additional information on such risks, assumptions and uncertainties can be found in this short form prospectus under the heading "Cautionary Note Regarding Forward-Looking Statements".

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The Company May Use the Proceeds of the Offering for Purposes Other Than Those Set Out in this Prospectus

The Company currently intends to allocate the net proceeds received from the Offering as described under the heading “Use of Proceeds” in this Prospectus. However, management will have discretion in the actual application of the proceeds, and may elect to allocate proceeds differently from that described under the heading “Use of Proceeds” if it believes that it would be in the best interests of the Company to do so if circumstances change. Shareholders of the Company may not agree with the manner in which management chooses to allocate and spend the net proceeds of the Offering. The failure by management to apply these funds effectively could have a material adverse effect on the business of the Company.

Potential Need for Additional Financing

Despite the anticipated net proceeds from the Offering, the Company will require significant additional financing, including through the sale of assets and/or the issue and sale of equity or debt securities to satisfy the operational and capital costs at its properties, if various events alone or in combination occur. There can be no assurance that the Company will be able to obtain necessary financing in a timely manner or on acceptable terms, if at all.

Negative Operating Cash Flow

The Company is an exploration stage company and has not generated cash flow from operations. The Company is devoting significant resources to the development of the properties; however, there can be no assurance that it will generate positive cash flow from operations in the future. During the fiscal year ended August 31, 2024, the Company had negative cash flow from operating activities and anticipates having negative cash flow from operating activities in future periods. To the extent that the Company continues to have negative operating cash flow in future periods, it may need to allocate a portion of its cash reserves, which may include proceeds from the Offering, to fund such negative cash flow. There can be no assurance that the Company will be able to generate a positive cash flow from its operations. Furthermore, significant additional financing, whether through the issue of additional securities and/or debt, will be required to continue the development of its properties. There can be no assurance that the Company will be able to obtain adequate additional financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further development of its properties.

Investors May Lose Their Entire Investment

An investment in the Offered Shares is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high-risk investments and who can afford to lose their entire investment should consider an investment in the Company.

The Company’s Properties have no Definitive Feasibility Study

Only those mineral deposits that the Company can economically and legally extract or produce, based on a comprehensive evaluation of cost, grade, recovery and other factors pursuant to a definitive feasibility study are considered mineral reserves. No assurance can be given that any level of recovery of any mineral resources will be realized or that any identified mineral deposit will ever qualify as a commercially mineable deposit that can be legally and economically exploited at this time.

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PROMOTERS

Heye Daun and Alan Friedman are each considered to be a “Promoter” of the Company under applicable Canadian securities legislation within the financial years ended August 31, 2024 and 2023. As of the date of this Prospectus, Heye Daun owns or controls a total of 980,700 Common Shares (1.38% of total issued and outstanding Common Shares) and 750,000 restricted share units. Alan Friedman owns or controls a total of 248,846 Common Shares (0.35% of total issued and outstanding Common Shares) and 600,000 restricted share units. Heye Daun and Alan Friedman may also receive stock options of the Company, pursuant to the Company’s current compensation plan, together with other remuneration as directors and officers of the Company. As of the date of this Prospectus, Heye Daun and Alan Friedman currently do not hold any stock options of the Company.

LEGAL MATTERS AND INTEREST OF EXPERTS

Jeremy Witley, Pr. Sci. Nat, FGSSA and Damian Connelly, B. App. Sc. FAusIMM. (CP) Met. FIEAust., prepared the Technical Report and each are a “qualified person” for the purposes of and considered independent pursuant to NI 43-101.

Certain legal matters relating to the Offering will be passed upon by Boughton Law Corporation, on behalf of the Company, and by Bennett Jones LLP, on behalf of the Underwriters. Accordingly, as at the date hereof, the law firms of Boughton Law Corporation and Bennett Jones LLP are “designated professionals” (as that term is defined in Form 51-102F2 – Annual Information Form).

The independent auditors of the Company were changed from Crowe MacKay LLP, Chartered Professional Accountants with its office in Vancouver, British Columbia Canada to MNP LLP, Chartered Accountants, of Toronto, Ontario, Canada on April 7, 2025. Each of Crowe MacKay LLP and MNP LLP has informed the Company that it is independent with respect to the Company in accordance with the Code of Conduct for British Columbia Accountants and Ontario Accountants, respectively. Crowe MacKay LLP completed the audit of the Annual Financial Statements and MNP LLP completed the review of the unaudited interim consolidated financial statements of the Company for the three and six-month period ended February 28, 2025, together with the notes thereto.

To the Company’s knowledge, the above experts’ total aggregate interests in the Common Shares of the Company represents less than one percent of the outstanding Common Shares.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within 2 business days after the later of (a) the date that the issuer (i) filed the prospectus or any amendment on SEDAR+ and a receipt is issued and posted for the document, and (ii) issued and filed a news release on SEDAR+ announcing that the document is accessible through SEDAR+, and (b) the date that the purchaser or subscriber has entered into an agreement to purchase the securities or a contract to purchase or a subscription for the securities. In several of the provinces and territories, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal advisor.

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ELIGIBILITY FOR INVESTMENT

In the opinion of Boughton Law Corporation, Canadian tax counsel to the Company, and Bennett Jones LLP, counsel to the Underwriters, based on the current provisions of the Income Tax Act (Canada) (the "Tax Act") and the regulations thereunder in force as of the date hereof and specific proposals to amend the Tax Act and the regulations thereunder publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, the Offered Shares, if issued on the date hereof, would be "qualified investments" under the Tax Act for a trust governed by a registered retirement savings plan, a registered retirement income fund, a registered disability savings plan, a registered education savings plan, a first home savings account, a tax-free savings account ("Registered Plans"), or a deferred profit sharing plan, each as defined in the Tax Act, at a particular time, provided that at such time the Offered Shares are listed on a "designated stock exchange" within the meaning of the Tax Act (which currently includes the TSXV) or the Company otherwise qualifies as a "public corporation" other than a "mortgage investment corporation" (each as defined in the Tax Act).

Notwithstanding that the Offered Shares may be a qualified investment for a Registered Plan, the annuitant, holder or subscriber of a particular Registered Plan, as the case may be (the "Controller"), will be subject to a penalty tax in respect of the Offered Shares held in the Registered Plan if such Offered Shares are a "prohibited investment" for such Registered Plan for purposes of the Tax Act. The Offered Shares generally will not be a "prohibited investment" for these purposes if the Controller: (i) deals at arm's length with the Company for purposes of the Tax Act; and (ii) does not have a "significant interest", as defined in the Tax Act for purposes of the prohibited investment rules, in the Company. In addition, the Offered Shares will not be a "prohibited investment" if they are "excluded property", as defined in the Tax Act for purposes of the prohibited investment rules, for a particular Registered Plan.

Prospective purchasers that intend to hold Offered Shares in a Registered Plan should consult their own tax advisors as to whether the Offered Shares will be a prohibited investment for a Registered Plan in their particular circumstances.

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CERTIFICATE OF THE COMPANY

Dated: July 29, 2025

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces and territories of Canada other than Quebec.

(Signed) “Heye Daun”
Chief Executive Officer

(Signed) “Tony da Silva”
Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(Signed) “Alan Friedman”
Director

(Signed) “Charles Loots”
Director

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CERTIFICATE OF THE UNDERWRITERS

Dated: July 29, 2025

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces and territories of Canada other than Quebec.

STIFEL NICOLAUS CANADA INC.

(Signed) “Stephen Delaney”

Name: Stephen Delaney

Title: Managing Director, Investment Banking

BEACON SECURITIES LIMITED	HAYWOOD SECURITIES INC.	RESEARCH CAPITAL CORPORATION
(Signed) “Daniel Belchers”
Name: Daniel Belchers
Title: Managing Director, Investment Banking	(Signed) “Kevin Cambell”
Name: Kevin Cambell
Title: Managing Director, Investment Banking	(Signed) “Steve Isenberg”
Name: Steve Isenberg
Title: Managing Director, Investment Banking
BMO NESBITT BURNS INC.	RED CLOUD SECURITIES INC.	VENTUM FINANCIAL CORP.
(Signed) “Manprit Singh Dhillon”
Name: Manprit Singh Dhillon
Title: Managing Director, Equity Capital Markets	(Signed) “Bruce Tatters”
Name: Bruce Tatters
Title: Chief Executive Officer	(Signed) “Tim Graham”
Name: Tim Graham
Title: Managing Director, Head of Capital Markets, Western Canada

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CERTIFICATE OF THE PROMOTERS

Dated: July 29, 2025

(Signed) “Heye Daun”
Chief Executive Officer

(Signed) “Alan Friedman”
Director

AI assistant

Koryx Copper Inc. — Capital/Financing Update 2025

43657_rns_2025-07-29_866454a0-014f-40a3-86ef-42c204d409e8.pdf

SHORT FORM PROSPECTUS

TABLE OF CONTENTS

GENERAL MATTERS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

TECHNICAL INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

Marketing Materials

SUMMARY DESCRIPTION OF BUSINESS

Update on Haib Copper Project

Additional Disclosure for Venture Issuers Without Significant Revenue

Corporate Structure of the Company

Business Strategy

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

Business Objectives

PLAN OF DISTRIBUTION

United States Securities Laws

Selling and Transfer Restrictions Outside of Canada

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

Compensation Warrants

PRIOR SALES

Common Shares

Stock Options

Restricted Share Units

Trading Price And Volume

DIRECTORS AND EXECUTIVE OFFICERS

Name, Occupation and Security Holding

Biographies of Directors and Executive Officers

Heye Daun – President, Chief Executive Officer and Director

Alan Friedman – President, Secretary and Director

Charles Loots – Director

Alfredo Luis Riviere – Director

Tony da Silva – Chief Financial Officer

Trevor Faber – Chief Operating Officer

Leanne Ratzlaff - Corporate Secretary

RISK FACTORS

The Common Shares are Subject to Market Price Volatility

Potential Dilution

Forward-Looking Statements May Prove to be Inaccurate

The Company May Use the Proceeds of the Offering for Purposes Other Than Those Set Out in this Prospectus

Potential Need for Additional Financing

Negative Operating Cash Flow

Investors May Lose Their Entire Investment

The Company’s Properties have no Definitive Feasibility Study

PROMOTERS

LEGAL MATTERS AND INTEREST OF EXPERTS

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

ELIGIBILITY FOR INVESTMENT

CERTIFICATE OF THE COMPANY

ON BEHALF OF THE BOARD OF DIRECTORS

CERTIFICATE OF THE UNDERWRITERS

STIFEL NICOLAUS CANADA INC.

CERTIFICATE OF THE PROMOTERS

More from Koryx Copper Inc.

Koryx Copper Inc. Capital/Financing Update 2025