Mexican Gold Mining Corp. — M&A Activity 2026

Apr 17, 2026

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company Mexican Gold Mining Corp. (the "Company") 2129 – 1055 West Georgia Street Vancouver, BC v6E 3P3

2. Date of Material Change April 8, 2026

3. News Release The company disseminated a news release announcing the material change described herein through the news dissemination services on Newsfile Corp. on April 8, 2026, and a copy was subsequently filed on SEDAR+.

4. Summary of Material Change On April 8, 2026, the Company announced that it had entered into an arrangement agreement (the "Arrangement Agreement") dated April 8, 2026, with Alcon Silver Corp. ("Alcon") pursuant to which the Company will acquire all of the issued and outstanding common shares of Alcon (the "Alcon Shares") in exchange for newly issued common shares in the capital of the Company (the "Consideration Shares") by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").

5. Full Description of Material Change

5.1 Full Description of Material Change On April 8, 2026, the Company announced that it had entered into the Arrangement Agreement with Alcon. Under the terms of the Arrangement Agreement, Alcon shareholders will receive one post-consolidated share of the Company (see below for details regarding the proposed consolidation) for each Alcon Share held such that, following the effective time of the Arrangement (the "Effective Time"), the former Alcon shareholders will hold approximately 61% of the issued and outstanding common shares of the Company (the "Purchaser Shares") on a non-diluted basis. As at the date of the Arrangement Agreement, there are approximately 37,899,939 Company Shares and 41,216,639 Purchaser Shares issued and outstanding.

Completion of the Arrangement is subject to a number of conditions, including, among other items, receipt of all required shareholder, regulatory and third-party consents, including approval of the Arrangement by the TSX Venture Exchange (the "TSXV").

Share Consolidation and Name Change In connection with the Arrangement, the Company will complete a consolidation of the outstanding Purchaser Shares on a 1.6667-for-one basis (the "Consolidation"). The Company will also change its name to Platauro Metals Corp. as mutually agreed upon by the parties (the "Name Change"). Completion of the Consolidation and the Name Change are conditions to closing of the Arrangement.

Concurrent Financing In connection with the Arrangement, the Company intends to complete a non-brokered private placement of subscription receipts convertible into units of the Company for gross proceeds of up to $2,000,000, or such other amount as may be mutually agreed by the parties, to be completed prior to the Effective Date (the "Concurrent Financing").

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Alcon Convertible Debentures

Prior to or concurrently with the Effective Time, all outstanding unsecured convertible debentures of Alcon, issued pursuant to a non-brokered private placement of such debentures for gross proceeds of up to $242,650 and bearing interest at 12% per annum, will be automatically converted into Alcon Shares at a price of CAD$0.25 per share. No Alcon convertible debentures will remain outstanding following the Effective Time.

Transaction Conditions and Timing

The Arrangement will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The Arrangement will require the approval of not less than 66⅔% of the votes cast by the holders of Alcon Shares at a special meeting of Alcon shareholders (the "Alcon Meeting"). The Alcon Meeting is expected to be held on or before June 15, 2026. The Company and Alcon are arm's length parties and, accordingly, the Arrangement is not expected to be a "related party transaction" as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions.

In addition to shareholder and court approvals, the Arrangement is subject to applicable regulatory approvals, including the conditional approval of the TSXV for the listing and posting for trading of the Consideration Shares, and the satisfaction of certain other customary closing conditions. The Arrangement is not expected to constitute a reverse takeover or change of business under TSXV Policy 5.2, and is instead expected to be treated as a fundamental acquisition in accordance with TSXV Policy 5.3. The Arrangement Agreement includes an outside date of August 31, 2026, which may be extended by agreement between the parties for up to an additional 60 Business Days if the Effective Date has not occurred by that date as a result of the failure to obtain all Regulatory Approvals.

The Consideration Shares to be issued pursuant to the Arrangement are anticipated to be issued in reliance upon the exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), provided by Section 3(a)(10) thereof, and applicable exemptions under state securities laws. Following completion of the Arrangement, the Consideration Shares are not expected to be subject to resale restrictions under applicable Canadian securities laws, other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities.

The Arrangement Agreement includes customary representations, warranties and covenants for a transaction of this nature. The Arrangement Agreement also includes customary deal protection provisions, including reciprocal non-solicitation covenants, fiduciary-out provisions and matching rights in favour of each of the Company and Alcon.

Boards of Directors' Recommendations

The board of directors of Alcon (the "Alcon Board"), after consultation with its financial and legal advisors and upon receipt of a fairness opinion from Alcon's independent financial advisor, has unanimously determined that the Arrangement is fair to the holders of Alcon Shares and that the Arrangement is in the best interests of Alcon. The Alcon Board has unanimously resolved to recommend that Alcon shareholders vote in favour of the Arrangement Resolution.

Voting Support Agreements

Directors, officers and shareholders of Alcon who will be party to voting support agreements (the "Company Support Agreements") will agree, among other things, to vote their Alcon Shares in favour of the Arrangement Resolution.

Board and Management of the Combined Company

Upon completion of the Arrangement, it is anticipated that management of the combined company will remain unchanged and the board of directors of the combined company shall consist of Jack Campbell, John Larson, Bruce Winfield and Nathan Lavertu.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

This report is not being filed on a confidential basis.

1. Omitted Information

There are no significant facts required to be disclosed herein which have been omitted.

1. Executive Officer

The name of the executive officer of the Company who is knowledgeable about the material change and this report is:

Jack Campbell CEO and Chairman info@mexicangold.ca (604) 977-3214

1. Date of Report

April 17, 2026

Cautionary Note Regarding Forward-Looking Statements

This material change report contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information in this material change report includes, but is not limited to, statements regarding: the proposed acquisition by Mexican Gold of all of the Company Shares pursuant to the Arrangement and the terms thereof; the anticipated benefits of the Arrangement; the receipt of necessary shareholder, court, regulatory and stock exchange approvals; the anticipated timeline for completing the Arrangement; the Consolidation and the Name Change; the Concurrent Financing; the conversion of Company Convertible Debentures; the anticipated ownership percentages of the combined company; and the anticipated filing of materials on SEDAR+.

Forward-looking information is based on certain assumptions that Mexican Gold and Alcon believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, shareholder, stock exchange and other third-party approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Arrangement.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: the risk that the Arrangement may not be completed on a timely basis or at all; the conditions to the consummation of the Arrangement may not be satisfied; the risk that the Arrangement may involve unexpected costs, liabilities or delays; the possible occurrence of an event, change or other circumstance that could result in termination of the Arrangement; risks relating to the failure to obtain necessary shareholder, court, regulatory and stock exchange approvals; the failure to realise anticipated benefits of the Arrangement; general economic, market and business conditions; fluctuations in securities markets and the market price of each of Mexican Gold's and Alcon's shares; and other risks inherent in the mining industry.

Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this material change report is made as of the date hereof and, except as required by applicable securities laws, neither Mexican Gold nor Alcon undertakes any obligation to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise.

This material change report does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or in any other jurisdiction, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.