Naughty Ventures Corp. — M&A Activity 2025

Nov 29, 2025

Form 51-102F3
Material Change Report

1. Name and Address of Company

NAUGHTY VENTURES CORP.
3102 Murray Street
Port Moody, BC V3H 1X2
(the “Company”)

1. Date(s) of Material Change(s)

November 26, 2025

1. News Release(s)

A news release was issued on November 26, 2025, and disseminated via News File Corp. pursuant to section 7.1 of National Instrument 51–102.

1. Summaries of Material Change(s)

Naughty Ventures Corp. Announces Sale of Hydrogen Asset Portfolio to Rev Exploration Corp.

Vancouver, British Columbia, NOVEMBER 26, 2025: NAUGHTY VENTURES CORP. (CSE: BAD) (OTC: YORKF) (Frankfurt: 5DE0) (“Naughty Ventures”) announces that it has entered into a mineral property purchase agreement (the “Agreement”) dated November 26, 2025 with Rev Exploration Corp. (TSXV: REVX) (“Rev Exploration”), pursuant to which Naughty Ventures has agreed to sell its portfolio of natural hydrogen exploration assets (the “Property”) to Rev Exploration (the “Acquisition”). The Acquisition aligns with Naughty Ventures’ strategy of working with strong operators to unlock value while maintaining exposure to potentially high-growth energy opportunities.

Under the terms of the Agreement, Rev Exploration will acquire Naughty Ventures’ full portfolio of hydrogen assets located in Ontario and Quebec, including the underlying 1.5% net smelter returns royalty on the Property. As consideration, Rev Exploration will issue 500,000 common shares in the capital of Rev Exploration (the “Shares”) to Naughty Ventures. The Shares will be subject to a statutory four month and one day hold period from the date of issuance.

1. Full Description of Material Change(s)

(1) News Release dated November 26, 2025 – See Schedule “A”

1. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

1. Omitted Information

No information has been omitted.

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1. Executive Officer

Mr. Blair Naughty, President and CEO of the Company, is knowledgeable about the material change contained herein and may be reached at + Phone: 604-346-7613 or 604-341-6870 or info@naughtyventures.com.

1. Date of Report

This report is dated November 28, 2025

2

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SCHEDULE “A” to the Material Change Report dated November 28, 2025

Naughty Ventures Corp. Announces Sale of Hydrogen Asset Portfolio to Rev Exploration Corp.

Vancouver, British Columbia, NOVEMBER 26, 2025: NAUGHTY VENTURES CORP. (CSE: BAD) (OTC: YORKF) (Frankfurt: 5DE0) ("Naughty Ventures") announces that it has entered into a mineral property purchase agreement (the "Agreement") dated November 26, 2025 with Rev Exploration Corp. (TSXV: REVX) ("Rev Exploration"), pursuant to which Naughty Ventures has agreed to sell its portfolio of natural hydrogen exploration assets (the "Property") to Rev Exploration (the "Acquisition"). The Acquisition aligns with Naughty Ventures' strategy of working with strong operators to unlock value while maintaining exposure to potentially high-growth energy opportunities.

Under the terms of the Agreement, Rev Exploration will acquire Naughty Ventures' full portfolio of hydrogen assets located in Ontario and Quebec, including the underlying 1.5% net smelter returns royalty on the Property. As consideration, Rev Exploration will issue 500,000 common shares in the capital of Rev Exploration (the "Shares") to Naughty Ventures. The Shares will be subject to a statutory four month and one day hold period from the date of issuance.

Blair Naughty, CEO of Naughty Ventures, commented:

"REV Exploration holds a diverse portfolio of assets that provides Naughty Ventures shareholders with exposure to the highly prospective Chibougamau Gold Belt in Quebec, where the company controls a significant package of properties, as well as to its natural hydrogen assets currently within the portfolio. We are very pleased to be shareholders of REV Exploration and look forward to supporting and witnessing the company's continued growth."

Closing of the Acquisition remains subject to all necessary consents and approvals, including the approval of the Canadian Securities Exchange (the "CSE"), as well as the satisfaction of customary closing conditions. Naughty Ventures expects to complete the Acquisition in the coming weeks.

About Naughty Ventures Corp.

Naughty Ventures Corp. is a Canadian exploration company focused on acquiring, developing, and strategically positioning mineral assets with strong value potential, as well as investing in private and public companies with significant potential, exceptional management, and high-growth potential. The company maintains interests in multiple exploration projects and strategic equity positions across Canada.

On Behalf of the Board of Directors, "Blair Naughty" CEO and President

For further details, please contact:

Email: info@naughtyventures.com

Phone: 604-346-7613 or 604-341-6870

Website: https://naughtyventures.com/