PETROX RESOURCES CORP. — Capital/Financing Update 2025

Nov 24, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1 Name and Address of Company:

Petrox Resources Corp. (the "Corporation" or "Petrox")
3001, 505 - 6th Street SW
Calgary, Alberta, Canada T2P 1X5

ITEM 2 Date of Material Change:

November 18, 2025

ITEM 3 News Release:

The news release was distributed on November 18, 2025 and filed on SEDAR on November 18, 2025.

ITEM 4 Summary of Material Change:

The Corporation announced the increase and extension of its debenture private placement.

ITEM 5 Full Description of Material Change:

The Corporation announced an increase of its offering (the "Offering") of convertible debentures ("Debentures") previously announced on October 6, 2025. The Corporation previously announced that Debentures having an aggregate principal amount of a minimum of $250,000 and a maximum of $350,000 would be issued under the Offering. The new maximum principal amount is $400,000.

The increase in the financing was subject to the approval of the TSX Venture Exchange, which was obtained. The TSX Venture Exchange has also granted a short extension of the deadline to close the Offering. The new closing deadline for the Offering is November 24, 2025.

The Debentures shall mature one year from the date of issue and shall bear no interest. The Corporation may prepay the indebtedness under the Debentures at any time upon 30 days prior written notice, without penalty.

The Corporation intends to complete a consolidation of the common shares of its share capital (the "Common Shares") on 10:1 basis (the "Consolidation"). Upon completion of the Consolidation, the principal of the Debentures will automatically convert into Common Shares at a conversion price of $0.05 per share, resulting in the issuance of 8,000,000 Common Shares. The Debentures and the Common Shares issuable upon the conversion of the Debentures will be subject to a four month hold period.

The Offering will be completed on a private placement basis pursuant to exemptions from prospectus requirements.

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The Corporation may pay finder's fees on all or a portion of the private placement to eligible persons seeking subscribers to the financing, all in accordance with applicable securities laws and the policies of the Exchange.

100% of the net proceeds are expected to be used for working capital and towards the funding on future acquisitions. Although the Corporation intends to use the proceeds of the offering as described above, the actual allocation of proceeds may vary from the uses set out above, depending upon future operations, events or opportunities.

ITEM 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102:

Not Applicable.

ITEM 7 Omitted Information:

Not Applicable.

ITEM 8 Executive Officer:

Further information relating to this Material Change Report may be obtained from:

Edwin Tam, President and CEO, or Alan Chan, CFO
Telephone: (403) 270 – 2290
Facsimile: (403) 228 – 3013

ITEM 9 Date of Report:

November 18, 2025

The foregoing accurately discloses the material change referred to in this report.

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