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Lux Metals Corp. Capital/Financing Update 2026

Jan 27, 2026

47085_rns_2026-01-27_72b2619d-d733-401b-a746-ee015a392d0c.pdf

Capital/Financing Update

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Form 51-102F3
Material Change Report

  1. Name and Address of Company
    Lux Metals Corp.
    Suite 1615 – 200 Burrard Street
    Vancouver, BC, V6C 3L6

  2. Dates of Material Change(s)
    January 26, 2026

  3. News Release(s)
    The news release dated January 26, 2026, was disseminated via Newsfile.

  4. Summaries of Material Changes
    The Company closed the first tranche of its non brokered private placement.

  5. Full Description of Material Changes

5.1 Full Description of Material Change
See attached news release.

5.2 Disclosure for Restructuring Transactions
Not applicable.

  1. Reliance on subsection 7.1(2) of National Instrument 51-102
    Not applicable.

  2. Omitted Information
    Not applicable.

  3. Executive Officer
    Carl Ginn, President and CEO – tel: 604-678-5308

  4. Date of Report
    January 27, 2026


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Lux Metals Closes $3,750,000 First Tranche Private Placement

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia, January 27, 2026 – Lux Metals Corp. (TSXV: LXM) (the "Company" or "Lux") is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement of units (each, a "Unit"), through the issuance of 18,750,000 Units at a price of $0.20 per Unit, for total gross proceeds of $3,750,000 (the "Placement"). Each Unit consists of one (1) common share and one (1) transferrable share purchase warrant, each warrant exercisable into one additional common share at a price of $0.40 per share until January 26, 2028.

The gross proceeds from the issuance of the Units are anticipated to be used for exploration costs and general working capital.

In connection with the Placement, the Company paid finder's fees of $119,840 and issued a total of 599,200 common share purchase warrants (the "Finder's Warrants") to finders. Each Finder's Warrant is exercisable into one (1) common share of the Company at a price of $0.40 per share until January 26, 2028. All securities issued under the Placement are subject to applicable regulatory holds expiring May 27, 2026.

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. 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 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.

On Behalf of the Board of Lux Metals Corp.

Carl Ginn
President and Chief Executive Officer

For more information, please contact 604-678-5308 or [email protected]

Neither TSX Venture Exchange, the Toronto Stock Exchange nor their Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note regarding Forward-Looking Statements

Statements contained in this press release that are not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-Looking Information includes but is not limited to: the intended use of proceeds from the Placement. The words "anticipate," "significant," "expect," "may," "will" and similar expressions are intended to be among the statements that identify Forward-Looking Information. Forward-Looking Information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the Forward-Looking Information. In preparing the Forward-Looking Information in this news release, the Company has applied several material assumptions, including, but not limited to, assumptions that general business and economic conditions will not change in a materially adverse manner; that all requisite approvals will be


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received, and all requisite information will be available in a timely manner. Factors that may cause actual results to vary materially include, but are not limited to, inaccurate assumptions concerning the exploration for and development of mineral deposits, currency fluctuations, unanticipated operational or technical difficulties, risks related to unforeseen delays; general economic, market or business conditions, regulatory changes; timeliness of regulatory approvals, the risks of obtaining necessary licenses and permits, changes in general economic conditions or conditions in the financial markets and the inability to raise additional financing. Readers are cautioned not to place undue reliance on this Forward-Looking Information. The Company does not assume the obligation to revise or update this Forward-Looking Information after the date of this release or to revise such information to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.