Pacifica Silver — Capital/Financing Update 2026

Jan 23, 2026

1

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

PACIFICA SILVER CORP.
1000 – 1055 West Hastings Street
Vancouver, BC V6E 2E9

(the "Company")

Item 2. Date of Material Change

January 23, 2026.

Item 3. News Release

The news release was issued on January 23, 2026 and disseminated by Newsfile Corp.

Item 4. Summary of Material Change

The Company announced that it has closed its previously announced, upsized private placement offering of 15,870,000 common shares of the Company at a price of $1.45 per common share, for aggregate gross proceeds of $23,011,500. The Company also announced the participation of insiders and the resulting related-party transaction.

Item 5. Full Description of Material Change

The Company announced that it has closed its previously announced, upsized private placement offering (the "Offering") of 15,870,000 common shares of the Company (the "Common Shares") at a price of $1.45 (the "Offering Price") per common share, for aggregate gross proceeds of $23,011,500, which included the exercise in full of the agents' option.

The Offering received broad-based support from new precious metal funds and investors, as well as continued commitment from established strategic shareholders Vizsla Silver Corp., First Majestic Silver Corp., Silvercorp Metals Inc., and renowned investor Eric Sprott.

Raymond James Ltd. acted as lead agent and sole bookrunner in connection with the Offering, on behalf of a syndicate of agents, which included Research Capital Corporation (collectively, the "Agents").

Four insiders subscribed for 180,000 Units for gross proceeds of $261,000 and such participation will be considered a "related-party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company expects to be exempt from the requirement to obtain a formal valuation and minority shareholder approval in connection with the three insiders participation in the Offering in reliance of Sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that their participation in the Offering did not exceed 25% of the fair market value of the Company's market capitalization.

The net proceeds of the Offering will be used to advance exploration and drilling activity at the Company's Claudia Project (the "Project"), located in Durango, Mexico, and for working capital and general corporate purposes.

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Pursuant to an agency agreement among the Company, Raymond James Ltd. and Research Capital Corporation dated January 23, 2026, the Company: (i) paid a cash fee of $1,260,690 to the Agents; and (ii) issued 414,031 compensation warrants (the "Compensation Warrants") to the Agents. Each Compensation Warrant is exercisable into one Common Share at the Offering Price for a term of two years expiring on January 23, 2028.

The Offering was made pursuant to the listed issuer financing exemption available under National Instrument 45-106 – Prospectus Exemptions as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in each of the provinces and territories of Canada other than Quebec. The Common Shares were also offered for sale in the United States pursuant to available exemptions from the registration requirements under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The Common Shares issued under the Offering will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.

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

Not applicable.

Item 7. Omitted Information

None.

Item 8. Executive Officer

Todd Anthony
Chief Executive Officer
604-416-1719

Item 9. Date of Report

January 23, 2026.