PETROX RESOURCES CORP. — Share Issue/Capital Change 2025

Dec 18, 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:

December 15, 2025

ITEM 3 News Release:

The news release was distributed on December 15, 2025 and filed on SEDAR on December 18, 2025.

ITEM 4 Summary of Material Change:

The Corporation announced the consolidation of its common shares on a ten for one basis.

ITEM 5 Full Description of Material Change:

The Corporation announced that on or about December 18, 2025 the Common Shares of the Corporation will commence trading on the TSX Venture Exchange on a consolidated basis of 1 post-consolidation share for every 10 pre-consolidation shares (the "Consolidation"). There will be no change to the Corporation's name or stock trading symbol.

No fractional Common Shares will be issued pursuant to the Consolidation, and any fractional Common Shares that would otherwise be issued will be rounded up to the nearest whole number and no cash consideration will be paid in respect of fractional shares. The exercise or conversion price and the number of Common Shares issuable under any of the Corporation's outstanding warrants and stock options will be proportionately adjusted to reflect the Consolidation in accordance with their respective terms.

Registered shareholders will receive a letter of transmittal from the Company's transfer agent, Odyssey Trust Company, providing instructions on how to exchange their share certificates representing pre-Consolidation Common Shares for new share certificates or Direct Registration Advice (DRS) representing post-Consolidation Common Shares to which they are entitled as a result of the Consolidation. No action is required by non-registered shareholders (shareholders who hold their Common Shares through an intermediary) to effect the Consolidation. The letter of transmittal will also be available on the Corporation's SEDAR+ profile at www.sedarplus.ca.

Until surrendered, each certificate representing Common Shares prior to the Consolidation will be deemed for all purposes to represent the number of Common Shares to which the holder is entitled as a result of the Consolidation.

The TSX Venture Exchange has approved the Consolidation. The Consolidation was approved by a

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special majority of shareholders at the Corporation's annual general and special meeting of shareholders held on December 15, 2025.

Prior to the Consolidation, the Corporation had 55,132,258 Common Shares issued and outstanding. As a result of the Consolidation, the Corporation will have approximately 5,513,226 Common Shares issued and outstanding in the share capital of the Corporation, subject to rounding. Additionally, the Corporation will issue 8,000,000 post-Consolidation Common Shares pursuant to the automatic conversion of $400,000 convertible debentures announced in the Corporation's press releases dated October 6, 2025, November 18, 2025, and November 25, 2025, which will result in an aggregate of approximately 13,513,226 Common Shares being issued and outstanding in the share capital of the Corporation.

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:

December 18, 2025

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

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SCHEDULE "A"

PRESS RELEASE

(attached)