Pacific Ridge Exploration Ltd. — Capital/Financing Update 2025

Aug 28, 2025

51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Pacific Ridge Exploration Ltd. (the "Company")
Suite 3123-595 Burrard Street
Vancouver, BC V7X 1J1

Item 2 Date of Material Change

August 18, 2025

Item 3 News Release

A news release was issued in Vancouver, British Columbia on August 18, 2025, via Newsfile and subsequently filed on SEDAR+.

Item 4 Summary of Material Change

The Company announced that it had entered into an agreement with Red Cloud Securities Inc. ("Red Cloud" or the "Agent") to act as sole agent and bookrunner in connection with a "best efforts" private placement (the "Marketed Offering") for aggregate proceeds of up to C$4 million, from the sale of the following (i) up to 15,000,000 units of the Company (the "Units") at a price of C$0.20 per Unit for gross proceeds of up to C$3,000,000 and, (ii) up to 4,347,826 flow-through units of the Company (the "FT Units", and together with the Units, the "Offered Units") at a price of C$0.23 per FT Unit for gross proceeds of up to C$1,000,000.

Item 5 Full Description of Material Change

The Company announced that it had entered into an agreement with the Agent to act as sole agent and bookrunner in connection with the Marketed Offering for aggregate gross proceeds of up to C$4,000,000 from the sale of the following (i) up to 15,000,000 Units at a price of C$0.20 per Unit for gross proceeds of up to C$3,000,000; and (ii) up to 4,347,826 FT Units at a price of C$0.23 per FT Unit for gross proceeds of up to C$1,000,000.

Each Unit will consist of one common share of the Company and one common share purchase warrant (a "Warrant"). Each FT Unit will consist of one common share of the Company to be issued as a "flow-through share" (each, a "FT Share") within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Income Tax Act") and one Warrant.

Each Warrant will entitle the holder thereof to purchase one common share of the Company (a "Warrant Share") at a price of C$0.28 at any time on or following the date that is 61 days following the Closing Date (as defined below) until the date that is 36 months following the Closing Date.

The Company also granted the Agent an option, exercisable in full or in part up to 48 hours prior to the closing of the Marketed Offering, to raise up to an additional C$1,000,000 in gross proceeds from the sale of any combination of Units and FT Units at their respective offering prices (the "Agent's Option"), subject to the maximum sale of 4,196,734 Units under the Agent's Option. The Marketed Offering and the securities issuable upon exercise of the Agent's Option shall be collectively referred to as the "Offering".

The Company intends to use the net proceeds of the Offering for continued drilling at the RDP copper-gold project and for a restart of drilling at the Kliyul copper-gold project, both located in British Columbia, as well as for general working capital and corporate purposes, as is more fully described in the Offering Document (as defined below). Gross proceeds from the sale of FT Shares will be used to incur resource exploration expenses which will constitute "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act and, provided the Income

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Tax Act is amended as proposed by the Department of Finance press release on March 3, 2025, “flow-through mining expenditures” as defined in subsection 127(9) of the Income Tax Act (“Qualifying Expenditure”) and such Qualifying Expenditures will be renounced (on a pro rata basis) to each subscriber for FT Shares with an effective date of no later than December 31, 2025 in accordance with the Income Tax Act.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”), the Units will be offered for sale to purchasers resident in the provinces of British Columbia, Alberta, Manitoba, Saskatchewan and Ontario (the “Canadian Offering Jurisdictions”) pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). The securities of the Company issuable from the sale of such Units are expected to be freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The Units may also be offered in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.

The FT Units will be offered by way of the “accredited investor” and “minimum amount investment” exemptions under NI 45-106 in the Canadian Offering Jurisdictions. The securities of the Company issuable from the sale of such FT Units will be subject to a restriction period ending on the date that is four (4) months plus one day following the Closing Date, in accordance with applicable Canadian securities legislation.

There is an offering document (the “Offering Document”) related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at: www.pacificridgeexploration.com. Prospective investors should read this Offering Document before making an investment decision.

The Offering is anticipated to close on or about August 29, 2025 or such other date as the Company and the Agent may agree (the “Closing Date”). Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

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

This report is not being filed on a confidential basis in reliance on subsection 7.1(2) of National Instrument 51-102.

Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8 Executive Officer

The following officer of the Company is knowledgeable about the material change disclosed in this report: Blaine Monaghan, President & CEO, Tel: (604) 687-4951

Item 9 Date of Report

August 27, 2025