Peruvian Metals Corp. — Capital/Financing Update 2024

Oct 10, 2024

FORM 51-102F3 Material Change Report

Item 1. Name and Address of Company Peruvian Metals Corp. (the “ Issuer ”) 250 Southridge NW, Suite 300 Edmonton, Alberta Canada, T6H 4M9

Item 2. Date of Material Change

September 30, 2024.

Item 3. News Release

A news release announcing the material change was issued by the Issuer on October 1, 2024 and was disseminated through the newswire services of Newsfile Corp. Copies of the news release was subsequently filed on SEDAR+ under the Issuer’s profile.

Item 4. Summary of Material Change

On September 30, 2024, the Issuer closed its previously announced private placing financing for gross proceeds of $400,000.

Item 5. Full Description of Material Change

On October 1, 2024 the Issuer announced the closing of its previously announced non-brokered private placement financing (the “ Offering ”). The Issuer issued 20,000,000 units (the “Units ”) at a price of C$0.02 per Unit for gross proceeds of $400,000. Each Unit is comprised of one common share (a “ Share ”) and one-half of one common share purchase warrant (a “ Warrant ”). Each whole Warrant entitles the holder to purchase one additional Share of the Issuer at an exercise price of $0.05 for a period of one year from the closing date of the Offering.

All securities to be issued pursuant to the Offering will be subject to a four-month hold period under applicable securities laws in Canada. The Offering is subject to certain conditions customary for transactions of this nature, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

The net proceeds of the Offering will be used to complete the purchase agreement for the Palta Dorada property, and for general working capital requirements, which includes development at the recently acquired Mercedes property.

In connection with the Offering, the Issuer paid finders fees of a total of $5,040 and issued 132,000 non-transferable compensation options in respect of certain investors introduced to the Company by such finders, with each such option exercisable at a price of $0.05 per share for a period of one year from the closing date of the Offering.

Insider of the Issuer purchased Units in the Offering. The sales to insiders were completed pursuant to subscription agreements that contained customary terms and that were in the same form as the subscription agreements entered into by arms-length purchasers of Units. The purchase of Units by certain insiders of the Issuer constituted “related party transactions” within the

meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Issuer has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation.

No special process was adopted by the Issuer to approve the transactions contemplated by the Offering. A resolution of the board of directors of the Issuer approving the Offering was passed in accordance with the Canada Business Corporations Act and no materially contrary view or abstention was expressed or made by any director.

The Issuer did not file a material change report more than 21 days before the closing of the Offering because the details of the insider participation were not finalized until closer to the closing and the Issuer wished to close the Offering as soon as practicable for business reasons.

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

Justin Bourasa, the Chief Financial Officer of the Issuer, is knowledgeable about the material change and this report. His business telephone number is (780) 437-6624 x225.

• Item 9. Date of Report

October 10, 2024.