Phenom Resources Corp. — Capital/Financing Update 2024

Jun 26, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Phenom Resources Corp. (the “ Company ”) 1100 – 1199 West Hastings Street Vancouver, BC V6E 3T5

Item 2 Date of Material Change

June 21, 2024

Item 3 News Release

The Company disseminated a news release announcing the material change described herein through the news dissemination services of Newsfile Corp. on June 21, 2024, and a copy was subsequently filed on SEDAR+.

Item 4 Summary of Material Change

The Company announced that it has closed its over-subscribed non-brokered private placement (the “ Offering ”) issuing 2,750,000 Units (the “ Units ”) at a price of $0.45/Unit for gross proceeds of $1,237,500. In connection with the Offering, the Company paid a total of $6,300.00 as finder’s fees.

Each Unit comprises one common share in the capital of the Company (“ Share ”) and one transferable Share purchase warrant of the Company (“ Warrant ”), whereby each Warrant entitles the holder thereof to purchase one additional Share (“ Warrant Share ”) at an exercise price of $0.65 until June 21, 2027.

Further to the Company’s press release of May 22, 2024, the Company also announced that it has made the initial option payment with respect to the King Solomon Gold Project, which includes the issuance of 75,000 common shares to the property owner. The Company clarified the option purchase price for the King Solomon Gold Project advising that in order to fully exercise its option and acquire the property, over a four-year period, the Company would issue the 75,000 shares and pay an aggregate of US$157,500 (not US$150,000 as previously disclosed).

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

The Company announced that it has closed the Offering previously announced on June 10, 2024. The Company has issued 2,750,000 Units at a price of $0.45/Unit for gross proceeds of $1,237,500. In connection with the Offering, the Company paid a total of $6,300.00 as finder’s fees.

Each Unit comprises one Share and one transferable Warrant, whereby each Warrant entitles the holder thereof to purchase one Warrant Share at an exercise price of $0.65 at any time before 5:00 p.m. (Vancouver time) on June 21, 2027, being the third anniversary of the date of issuance.

All securities issued under the Offering are subject to a hold period expiring October 22, 2024, in accordance with applicable securities laws and the policies of the TSX Venture Exchange.

Further to the Company’s press release of May 22, 2024, the Company also announced that it has made the initial option payment with respect to the King Solomon Gold Project, which includes the issuance of

75,000 common shares to the property owner. These shares are subject to a hold period expiring October 15, 2024, in accordance with applicable securities laws and the policies of the TSX Venture Exchange.

The Company also clarified the option purchase price for the King Solomon Gold Project advising that in order to fully exercise its option and acquire the property, over a four-year period, the Company would issue the 75,000 shares and pay an aggregate of US$157,500 (not US$150,000 as previously disclosed). All other terms of the agreement remain as disclosed in the May 22, 2024 news release.

Neither the news release nor this material change report constitutes an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “ 1933 Act ”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

5.2 Disclosure for Restructuring Transactions

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

For further information, please contact Paul Cowley, Chief Executive Officer, President and Director of the Company, at 604-340-7711or via email to pcowley@phenomresources.com.

Item 9 Date of Report

June 25, 2024