Lithos Group — Capital/Financing Update 2022

Jan 14, 2022

51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Alchemist Mining Incorporated (the “Company”) 142 – 757 West Hastings Street Vancouver, BC V6C 1A1

Item 2 Date of Material Change

January 13, 2022

Item 3 News Release

The news release was disseminated on January 13, 2022 through Market News and Stockwatch.

Item 4 Summary of Material Change

The Company announced that, further to its News Release of December 21, 2021, it has completed its non-brokered private placement (the “ Offering ”), pursuant to which it issued an aggregate of 11,983,333 units (each, a “ Unit ”) at a price of $0.075 per Unit for aggregate gross proceeds of $898,749.98. Each Unit is comprised of one common share (each, a “ Share ”) and one common share purchase warrant (each, a “ Warrant ”). Each Warrant will entitle the holder thereof to acquire one Share (each, a “ Warrant Share ”) at a price of $0.20 per Warrant Share for a period of four years from closing of the Offering.

There were no finder’s fees associated with the Offering.

The aggregate gross proceeds from the sale of the Offering are expected to be used for repayment of convertible debentures, general working capital, and a normal course issuer bid.

All securities issued in connection with the Offering are subject to a statutory hold period expiring four months and one day after closing of the Offering.

The CSE granted the Company confidential price protection on November 24, 2021 based on the closing price on November 24, 2021. The Company obtained a one week extension to close the financing due to technical issues with completing DAPs during the holiday season.

None of the securities issued in the Offering have been, and none of them will 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 within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

2

Item 5 Full Description of Material Change

• 5.1 Full Description of Material Change

See Item 4 above and the news release filed on SEDAR.

• 5.2 Disclosure for Restructuring Transactions

N/A

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

N/A

Item 7 Omitted Information

None

Item 8 Executive Officer

Contact: Paul Mann, CEO, President and Director Telephone: 844.420.2254

Item 9 Date of Report

January 14, 2022