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Playfair Mining Ltd. — Capital/Financing Update 2026
Mar 23, 2026
42497_rns_2026-03-23_3c889e08-4d05-4bea-b883-58c218216f94.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 March 23, 2026
Item 3 News Release
The news release dated March 23[rd] , 2026 was issued from Vancouver, BC, and disseminated through Canada Stockwatch.
Item 4 Summary of Material Change
Playfair Mining is pleased to announce it has closed the final tranche of the upsized previously announced Private Placement LIFE Offering dated January 28,2026. Playfair has issued a total of 41,387,667 units at a price of $0.06 per unit for gross proceeds of $2,483,060.00 The second tranche consisted of 5,470,000 Units for gross proceeds of $328,000.00.
Item 5 Full Description of Material Change
Playfair Mining is pleased to announce it has closed the final tranche of the upsized previously announced Private Placement LIFE Offering dated January 28,2026. Playfair has issued a total of 41,387,667 units at a price of $0.06 per unit for gross proceeds of $2,483,060.00 The second tranche consisted of 5,470,000 Units for gross proceeds of $328,000.00. A unit consists of one common share and one common share purchase warrant exercisable at a price of $0.15 per share for a period of two years from date of issuance. The private placement financing was offered under the Listed Issuer Financing Exemption (LIFE) pursuant to NI 45-106 Prospectus Exemptions and has no hold period.
The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the securities distributed to insiders, and the consideration received by the Company for such securities, did not exceed 25% of the Company's market capitalization. Insiders purchased a total of 3,970,000 units under the same terms and conditions of all subscribers. The Company did not file a material change report in respect of the related party transactions at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner. The Offering had been unanimously approved by the Company’s Board of Directors.
Proceeds will be used to commence exploration drilling on the Mount Uniacke property in Nova Scotia. Playfair’s Golden Circle Project covers 8 of the 64 historic gold districts of Nova Scotia. Playfair has selected 3 areas of the Mount Uniacke property for initial drill testing. Please see Playfair’s News Release dated November 10, 2025, for more details of 41 drillholes totaling 2,950 metres which are planned in this initial drilling phase.
Finders’ fees were paid as follows: Ventum Financial Corp.: $2,016 cash and 33,600 Broker Warrants, Research Capital Corporation: $26,169.60 cash and 436,160 Broker Warrants, Canaccord Genuity Corp.: $45,600 cash and 760,000 Broker Warrants. These warrants are subject to a four-month hold period and expire two years from 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 March 23, 2026