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Phenom Resources Corp. Capital/Financing Update 2023

Jul 12, 2023

46001_rns_2023-07-12_8668175e-b1ab-4aa7-96c5-5a482854771c.pdf

Capital/Financing Update

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Form 51-102F3 Material Change Report

Item 1: Name and Address of Company

Phenom Resources Corp. 1100 - 1199 West Hastings Street Vancouver, BC V6E 3T5

Item 2: Date of Material Change

July 12, 2023

Item 3: News Release

News Release dated July 12, 2023 disseminated via Newsfile Corp.

Item 4: Summary of Material Change

On July 12, 2023, the Company announced that 9,151,582 warrants priced at $0.26 with an expiration of July 9, 2023 were exercised, adding a total of $2,795,992 to the treasury over 3 years; an 85% exercise rate. In July 2023 alone, 4,756,009 of the warrants were exercised for proceeds of $1,236,586. The warrants were offered in connection with a $1,600,000 financing which closed on July 9, 2020. The Company now has a total of 95,003,664 shares issued and outstanding.

Item 5: Full Description of Material Change

On July 12, 2023, the Company announced that 9,151,582 warrants priced at $0.26 with an expiration of July 9, 2023 were exercised, adding a total of $2,795,992 to the treasury over 3 years; an 85% exercise rate. In July 2023 alone, 4,756,009 of the warrants were exercised for proceeds of $1,236,586. The warrants were offered in connection with a $1,600,000 financing which closed on July 9, 2020. The Company now has a total of 95,003,664 shares issued and outstanding.

Paul Cowley Company President and CEO commented “I am extremely pleased to report a successful warrant exercise for the Company. I would like to thank shareholders for their vote of confidence in the Company’s exploration roadmap. Recent proceeds from the warrant exercise will be used to fund drilling this summer and an NSR extension payment on the Carlin Gold-Vanadium Project, for the initial evaluation of the recently optioned Crescent Valley gold project, for advancing Company initiatives and for working capital”.

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

N/A

Item 7: Omitted Information

N/A

Item 8: Executive Officer

Paul S. Cowley President, CEO and Director Tel: (604) 340-7711

Item 9:

Date of Report

July 12, 2023

“Paul Cowley”

Paul Cowley, President & CEO