Magna Mining Inc. — M&A Activity 2025

Mar 10, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1
Name and Address of Company
Magna Mining Inc. (the "Company")
1300 Kelly Lake Road
Sudbury, Ontario P3E 5P4

Item 2
Date of Material Change
February 28, 2025.

Item 3
News Release
A news release with respect to the material change referred to in this report was disseminated by the Company on February 28, 2025 through Newsfile Corp., a copy of which was subsequently filed on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.

Item 4
Summary of Material Change
On February 28, 2025, the Company completed its acquisition of a portfolio of base metals assets located in the Sudbury Basin from an affiliate of KGHM International Ltd. ("KGHM"), which includes the producing McCreedy West copper mine, the past-producing Levack mine, Podolsky mine and Kirkwood mine, as well as the Falconbridge Footwall (81.41%), Northwest Foy (81.41%), North Range and Rand exploration assets (collectively, the "Purchased Assets").

Item 5
Full Description of Material Change

Item 5.1
Full Description of Material Change
On February 28, 2025, the Company completed its acquisition of a portfolio of base metals assets located in the Sudbury Basin (the "Transaction") from an affiliate of KGHM, which includes the producing McCreedy West copper mine, the past-producing Levack mine, Podolsky mine and Kirkwood mine, as well as the Falconbridge Footwall (81.41%), Northwest Foy (81.41%), North Range and Rand exploration assets.

The Transaction was completed pursuant to the terms of a share purchase agreement dated September 11, 2024, among the Company, Project Nikolas Company Inc. ("PNCI"), FNX Mining Company Inc. (being the shareholder of PNCI) (the "Seller"), and KGHM, in its capacity as guarantor of the Seller, (the "Share Purchase Agreement") pursuant to which, among other things, the Company acquired 100% of the issued and outstanding shares in the capital of PNCI (the "PNCI Shares") from the Seller, resulting in the Company indirectly acquiring the Purchased Assets.

The aggregate purchase price for the outstanding PNCI Shares paid by the Company to the Seller was comprised of (i) an initial $5,300,000 cash payment paid on closing, (ii) the issuance of 1,180,705 common shares of the Company (the "Consideration Shares") at a

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deemed issue price of $1.69 per Consideration Share for an aggregate value of $2,000,000, (iii) a deferred payment of $2,000,000 in cash payable on or before December 31, 2026, and (iv) up to $24,000,000 in contingent payments on satisfaction by the Company of certain future milestones.

As part of the Transaction, the Company has assumed certain liabilities of PNCI, including $9,900,000 of reclamation liabilities. In addition, the Seller will retain 4.0% net smelter return royalties on new discoveries on certain exploration properties that are part of the Purchased Assets. The Company has the right to buy-back 3.0% of these royalties (for a residual 1.0%) at any time for various cash consideration.

In connection with the closing of the Transaction, the Company entered into a letter of credit facility (the "LC Facility") with Fédération des caisses Desjardins du Québec ("Desjardins"), pursuant to which the Company obtained letters of credit having an aggregate maximum face amount of $12,000,000. The Company's obligations under the LC Facility are secured against all present and future personal property of the Company in accordance with the terms of an omnibus general security agreement between the Company and Desjardins.

The Consideration Shares issued in connection with the Transaction are subject to a hold period of four months and one day following the date of issuance in accordance with applicable Canadian securities laws.

Item 5.2 Disclosure of Restructuring Arrangements

Not applicable.

Item 6 Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

For further information, please contact:

Jason Jessup, CEO
Phone: (705) 665-0262
Email: jason.jessup@magnamining.com

Item 9 Date of Report

March 10, 2025.