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North Peak Resources Ltd. Capital/Financing Update 2026

Apr 10, 2026

46941_rns_2026-04-10_62c2435c-b32f-4d88-8f86-de5dea157de0.pdf

Capital/Financing Update

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FORM 51-102F3

MATERIAL CHANGE REPORT

  1. Name and Address of Reporting Issuer:
    North Peak Resources Ltd. (the "Corporation")
    c/o 30th Floor, 421 7th Avenue SW
    Calgary, Alberta
    T2P 4K9

  2. Date of Material Change:
    March 25, 2026

  3. News Release:
    New release announcing the material change was issued prior to markets opening on March 26, 2026.

  4. Summary of Material Change:
    The Corporation closed the second and final tranche of its previously announced non-brokered private placement (the "Private Placement") for aggregate gross proceeds of C$1,245,000. In connection with that closing, on March 25, 2026, 1,245,000 equity units of the Corporation ("Units") were issued at a price of C$1.00 per Unit. With that closing, the total raised under the Private Placement is C$5,675,000.

  5. Full Description of Material Change:
    On March 25, 2026, the Corporation closed the second and final tranche of its previously announced Private Placement for aggregate gross proceeds of C$1,245,000. At that closing, 1,245,000 Units were issued at a price of C$1.00 per Unit. With that closing, the total raised under the Private Placement is C$5,675,000 (refer to the Corporation's press release of March 16, 2026 for additional information).

Each Unit is comprised of one (1) common share of the Corporation ("Common Share") and one-half of one (1/2) Common Share purchase warrant of the Corporation (a "Warrant"). Each whole Warrant entitles the holder to acquire one (1) Common Share for a period of 12 months from the date of issuance of the Warrant (subject to acceleration) (the "Expiry Date"), at an exercise price of C$1.50 per share.

The Warrants are subject to an acceleration provision whereby, if the Common Shares trade at or above a volume-weighted average price of C$2.00 for a period of 20 consecutive trading days, the Corporation will have the right to accelerate the Expiry Date of all or part of the outstanding Warrants issued pursuant to this private placement to a date that is 30 days from the notice of such acceleration that is provided by way of press release by the Corporation.

The Corporation intends to use the proceeds from this private placement to continue to progress drilling at its flagship property Prospect Mountain as it seeks to prove its potential, located in the heart of the historic gold and polymetallic mining camp of Eureka, Nevada, the continued development of its business and for general and administrative expenses.


The securities issued in connection with this private placement are subject to a four-month hold period, in accordance with applicable securities laws.

Subject to the final review by the TSX Venture Exchange and in connection with this second and final closing under the Private Placement, the Corporation has agreed to pay cash finder's fees (6%) to each of the following in respect of the aggregate sales to subscribers that were introduced by them: (i) Leede Financial Inc. (C$30,000); and (ii) StephenAvenue Securities Inc. (C$3,900).

In addition, the Corporation has agreed to issue finder's warrants (6%) to each of the following in respect of the number of Units sold by the Corporation under this second and final closing under the Private Placement that were introduced by them: (i) Leede Financial Inc. (warrants to purchase 30,000 Common Shares); and (ii) StephenAvenue Securities Inc. (warrants to purchase 3,900 Common Shares). These warrants are non-transferable, have an exercise price of C$1.00 per share, and expire 12 months from the date of issuance (subject to acceleration).

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

  2. Omitted Information:
    No information has been omitted.

  3. Executive Officer:
    For further information please contact Rupert Williams, CEO of the Corporation, by telephone at +1-647-424-2305 or by email at [email protected].

  4. Date of Report:
    April 10, 2026

Forward Looking Statements
Any forward-looking statements included in this report are subject to the disclaimer regarding forward looking information that can be found in the news release of the Corporation dated March 26, 2026.