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Playfair Mining Ltd. — Capital/Financing Update 2026
Feb 25, 2026
42497_rns_2026-02-25_6bc49efe-d41a-4bc1-9c53-39b90519f6cb.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company Playfair Mining Ltd. 738-1489 Marine Drive West Vancouver, B.C. V7T 1B8 Item 2 Date of Material Change February 25, 2026 Item 3 News Release
The news release dated February 25[th] , 2026 was issued from Vancouver, BC, and disseminated through Canada Stockwatch.
Item 4 Summary of Material Change
Playfair Mining Ltd is pleased to announce that further to its news release dated January 28, 2026 the TSX Venture Exchange has approved the consolidation of the Company's issued and outstanding common shares on the basis of one (1) new Share for every three (3) old Shares
Item 5
Full Description of Material Change
Playfair Mining Ltd is pleased to announce that further to its news release dated January 28, 2026 the TSX Venture Exchange has approved the consolidation of the Company's issued and outstanding common shares on the basis of one (1) new Share for every three (3) old Shares
The Consolidation will become effective on the TSXV at the opening of market on February 27, 2026. The new CUSIP and ISIN of the Company will be 72811X303 and CA72811X3031, respectively. The Company's name and stock symbol shall remain the same.
Currently, a total of 141,347,160 Common Shares are issued and outstanding. Following the Consolidation, a total of 47,115,720 Shares will be issued and outstanding. No fractional Shares will be issued as a result of the Consolidation.
Computershare will mail out a Letter of Transmittal to the shareholders of the Company providing instructions on exchanging pre-Consolidation share certificates for postConsolidation share certificates. Shareholders are encouraged to send their share certificates, together with their Letter of Transmittal, to Computershare in accordance with the instructions in the Letter of Transmittal.
It is expected that the Private Placement offering for gross proceeds of $2.4 million announced January 28 and 30, 2026, and February 4, 2026 will close on or around March 9, 2026. The private placement consists of up to 40,0000 Units (post Consolidation) at a price of $0.06 per Unit (post Consolidation price) with each Unit comprised of one common share and one common share purchase warrant, the warrants issuable as part of the Units
shall be exercisable at a price of $0.15 (on a post-Consolidation basis) for a period of two (2) years from the date of issuance.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 Confidentiality is not requested. Item 7 Omitted Information No information has been omitted in respect of the material change. Item 8 Executive Officer Donald G. Moore, Chairman and CEO Tel (604) 377-9220 Item 9 Date of Report February 25, 2026