Perseverance Metals — Capital/Financing Update 2025

Oct 15, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF COMPANY

Perseverance Metals Inc. (the "Company")
375 Water Street, Suite 405
Vancouver, BC V6B 5C6

ITEM 2. DATE OF MATERIAL CHANGE

October 7, 2025, October 10, 2025, and October 14, 2025

ITEM 3. NEWS RELEASE

Issued on October 8, 2025, October 10, 2025, and October 13, 2025, through Newsfile Corp. and subsequently filed on SEDAR+.

ITEM 4. SUMMARY OF MATERIAL CHANGE

On October 7, 2025, the Company satisfied the escrow release conditions for the conversion of the 4,902,099 subscription receipts issued by the Company on September 5, 2025. This was accomplished by obtaining a receipt from the British Columbia Securities Commission on September 26, 2025, confirming the filing of the Company's final prospectus dated September 26, 2025 (the "Prospectus"), and by securing conditional approval from the TSX Venture Exchange (the "TSXV") on October 7, 2025 for the listing of the Company's common shares. The escrow release date was set as October 10, 2025.

On October 10, 2025, the Company issued a total of 4,902,099 common shares and 2,451,027 common share purchase warrants ("Warrants") pursuant to the conversion of 4,902,099 subscription receipts of the Company issued on September 5, 2025. The net proceeds from the sale of the subscription receipts, being C$3,186,398, were released to the Company from escrow.

On October 10, 2025, the Company satisfied and extinguished the free carry right (the "Lac Gayot Free Carry Right") under its option agreement dated December 19, 2022 (the "Option Agreement") with Coulon Mines Inc., a wholly-owned subsidiary of Electric Elements Mining Corp. ("EEM"), pursuant to which the Company has the exclusive right to earn an undivided 100% interest in the Lac Gayot Project. On October 10, 2025, the Company issued 196,816 Additional Shares (as defined below) to EEM concurrently with the conversion of the subscription receipts to terminate the Lac Gayot Free Carry Right.

At market open on October 14, 2025, the Company's common shares commenced trading on the TSXV under the ticker symbol "PMI".

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ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE

Satisfaction of Escrow Release Conditions

On October 7, 2025, the Company satisfied the escrow release conditions for the conversion of the 4,902,099 subscription receipts issued by the Company on September 5, 2025. This was accomplished by obtaining a receipt from the British Columbia Securities Commission on September 26, 2025, confirming the filing of the Prospectus, and by securing conditional approval from the TSXV on October 7, 2025 for the listing of the Company's common shares. The escrow release date was set as October 10, 2025.

Conversion of Subscription Receipts

On October 10, 2025, the escrow release date, without payment of any additional consideration and without any further action by the holders thereof, the Company issued a total of 4,902,099 common shares and 2,451,027 Warrants pursuant to the conversion of 4,902,099 subscription receipts of the Company issued on September 5, 2025. The net proceeds from the sale of the subscription receipts, being C$3,186,398, were released to the Company from escrow.

Each Warrant entitles the holder thereof to purchase one additional common share at an exercise price of C$0.90 for a period of three years from the date of issuance. The expiry date of the Warrants is subject to acceleration such that, should the closing price of the common shares on any Canadian stock exchange equal or exceed C$1.20 for 10 consecutive trading days, the Company, within 15 business days of such event, shall be entitled to accelerate the expiry date of the Warrants to a date that is 30 calendar days from the date that notice of such acceleration is given via news release, with the new expiry date specified in such news release (the "Acceleration Clause").

In connection with the conversion of the subscription receipts, the Company issued 28,245 finder's warrants (the "Finder's Warrants") and paid commissions of C$17,980 to certain finders. Each Finder's Warrant entitles the holder thereof to purchase one additional common share at a price of C$0.60 for a period of 24 months from the date of issuance, subject to the Acceleration Clause.

For further information on the terms of the subscription receipts, escrow release conditions and finders' fees, please refer to the Company's news releases dated June 26, 2025, September 24, 2025, and October 8, 2025, and the Prospectus, which can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca.

Satisfaction of the Lac Gayot Free Carry Right

The Company satisfied and extinguished the Lac Gayot Free Carry Right under the Option Agreement with Coulon Mines Inc., a wholly-owned subsidiary of EEM, pursuant to which the Company has the exclusive right to earn an undivided 100% interest in the Lac Gayot

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Project. On October 10, 2025, the Company issued 196,816 Additional Shares (as defined below) to EEM concurrently with the conversion of the subscription receipts to terminate the Lac Gayot Free Carry Right.

Pursuant to the Lac Gayot Free Carry Right, from the effective date of the Option Agreement, any time the Company issued common shares from treasury, whether by way of equity financing, property acquisition, the exercise of stock options, share purchase warrants or other convertible securities (the “Equity Issuances”), the Company was required to issue to the optionor such number of common shares (“Additional Shares”) representing 9.9% of the particular Equity Issuance (calculated after giving effect to the issuance of such Additional Shares), such that the optionor would hold a pro rata 9.9% interest in the Company. The cumulative issue value of the Equity Issuances reached $15,000,000 upon closing of the subscription receipt offering on September 5, 2025, resulting in the termination of the Lac Gayot Free Carry Right upon deemed conversion of the subscription receipts and concurrent issuance of the remaining Additional Shares.

The 196,816 Additional Shares are subject to a hold period pursuant to Canadian securities laws. For additional information on the Option Agreement and Lac Gayot Free Carry Right, please refer to the Prospectus.

Listing

The Company’s common shares commenced trading at market open on October 14, 2025, on the TSXV under the ticker symbol “PMI”.

ITEM 5.2 DISCLOSURE FOR RESTRUCTING TRANSACTION

Not applicable.

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

Michael J. Tucker
CEO and Director
Tel. +1 (778) 834-3528
Email: mtucker@perseverancemetals.com

ITEM 9. DATE OF REPORT

October 15, 2025

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Cautionary and Forward-Looking Statements

This material change report includes statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this material change report and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the intended use of proceeds.

These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, that the Company will not use the proceeds as currently anticipated.

In making the forward-looking statements in this material change report, the Company has applied several material assumptions, including without limitation, that the Company will use the proceeds as currently anticipated. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.