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Origen Resources Inc. Capital/Financing Update 2025

Jul 25, 2025

47903_rns_2025-07-25_16ba9c7b-5ba5-449d-a56e-b4b4aeabd84e.pdf

Capital/Financing Update

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Form 51-102F3
Material Change Report

Item 1 Name and Address of Company
Origen Resources Inc. (the "Company")
488 - 625 Howe Street
Vancouver, BC, V6C 2T6

Item 2 Date of Material Change
July 23, 2025

Item 3 News Release
A news releases was issued and disseminated on July 23, 2025, and subsequently filed on SEDAR+ (www.sedarplus.ca) and with the CSE.

Item 4 Summary of Material Change
Origen provides plans for its 2025 exploration and a non-brokered private placement financing for aggregate gross proceeds of up to $750,000 (the "Offering"). The Offering will consist of 15,000,000 units (each a "Unit") at a price of $0.05 per Unit. Each Unit will be comprised of one Share and one share purchase warrant (each, a "Warrant").

Item 5 Full Description of Material Change
See attached news release at Schedule "A"

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
The following senior officer of the Company is knowledgeable about the material change and this report:
Gary Schellenberg, CEO
Phone: 604-681-0221

Item 9 Date of Report
DATED at Vancouver, BC, this 23rd day of July 2025.


Schedule “A”

Origin Provides Update on 2025 Exploration Plans and Announces Financing

Vancouver, BC, July 23, 2025. Origen Resources Inc. (CSE:ORGN; FSE:4VXA) (the “Company”) is pleased to provide the following update on its exploration plans for 2025 across its diverse portfolio of precious, base and battery metal projects.

Exploration Plans for 2025

  • Los Sapitos

Origen is planning to follow up on its successful exploration program at Los Sapitos with a geophysical program over the newly identified areas of interest recently announced. This program will help delineate the basin configuration and guide future drilling.

  • Wishbone

The Company intends to complete a Lidar survey over the property that will aid in defining drill targets. Origen’s team will also be following up on last years successful program that yielded gold at the new ‘Lake’ showing with a boulder sample returning 164.7 ppm gold¹. Of the 37 samples collected last year, 11 returned greater than 1 ppm gold and 26 greater than 0.1 ppm gold. A boulder containing Chalcopyrite returning 14.6% Copper¹ was found along the southern edge of the glacier close to where Origen Geologists found 203 ppm gold in a rounded boulder¹ of float in 2023. Two additional samples returned 6.5 ppm and 5.7 ppm gold were collected from veins near the eastern edge of the Central Glacier and trend under the ice¹; these areas will be prioritized in the 2025 field program with work including hand trenching and additional sampling.

¹Grab samples are by definition selective. Grab samples are solely designed to show the presence or absence of mineralization, and are not intended to provide nor should be construed as a representative indication of grade or mineralization at the Wishbone Project.

  • Project Generation

Origen’s team has been working on identifying critical metals and REE projects within Europe and the Americas. Several potential acquisitions have been identified to-date and will require additional investigation and site visits this year to confirm their merit.

“Project generation is the key to the Company’s future success and a cornerstone of our business plan. We have successfully been able monetise 5 of our generated projects over our short corporate existence. Our strength is new project generation and we intend to capitalise on this to build shareholder value moving forward,” states Gary Schellenberg, CEO.

Financing

The Company intends to undertake a non-brokered private placement financing for aggregate gross proceeds of up to $750,000 (the “Offering”). The Offering will consist of 15,000,000 units (each a “Unit”) at a price of $0.05 per Unit. Each Unit will be comprised of one Share and one share purchase warrant (each, a “Warrant”). Each Warrant shall entitle the holder to acquire one additional Share in the capital of the Company at a price of $0.075 per Share for a period of 18 months from the date of issuance.


All securities issued in connection with the Offering will be issued pursuant to one or more prospectus exemptions available to the Company and will be subject to a statutory hold period of four months and one day from the date of issuance as required under applicable securities laws. Closing of the Offering will be subject to customary closing conditions that include applicable CSE filings and approvals. The net proceeds of the Offering will be used for general working capital and exploration expenditures.

The Company may pay finder's fees in connection with the Offering to eligible arm's length finders in accordance with CSE policies and applicable securities laws.

None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Origen

Origen is fully focused on its 100% interest in the Los Sapitos Lithium project in Argentina and its 100% owned gold-silver Wishbone project in the Golden Triangle of British Columbia, along with a property portfolio of three 100% owned precious and base metal projects in southern British Columbia.

Thomas Hawkins, P.Geo., a director of the Company and a Qualified Person as that term is defined in NI 43-101 has prepared, supervised the preparation or approved the scientific and technical disclosure in the news release.

On behalf of Origen,

Thomas Hawkins

Managing Director

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Certain of the statements made and information contained herein may constitute "forward-looking information." In particular references to the private placement and future work programs or expectations on the quality or results of such work programs are subject to risks associated with operations on the property, exploration activity generally, equipment limitations and availability, as well as other risks that we may not be currently aware of. Accordingly, readers are advised not to place undue reliance on forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.