PPX Mining — Capital/Financing Update 2024

Apr 25, 2024

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Issuer

PPX Mining Corp. (the “ Company ”) 82 Richmond Street East Toronto, Ontario M5C 1P1

Item 2 Date of Material Change

April 18, 2024

Item 3 News Release

The news release was disseminated on April 18, 2024 through Accesswire and filed on SEDAR+.

Item 4 Summary of Material Change

The Company announced that it has closed its fully-subscribed non-brokered private placement previously announced on March 20, 2024 for aggregate gross proceeds of $1,350,000 (the “ Offering ”).

Item 5 Full Description of Material Change

The Company announced that it has closed its Offering of 30,000,000 units (the “ Units ”) at a price of $0.045 per Unit for gross proceeds to the Company of $1,350,000. Each Unit consisted of one common share of the Company and one common share purchase warrant, non-transferable except with the prior consent of the Company, with each warrant entitling the holder to acquire one common share of the Company at an exercise price of $0.07 until April 18, 2026. The Company intends to use the proceeds from the Offering to finance further exploration in surrounding areas of hole 7 of the Company’s Igor project and working capital.

In connection with the Offering, the Company issued an aggregate of 1,189,351 units (the “ Finder’s Units ”) to arm’s length finders of the Company in consideration for the finders locating purchasers to participate in the Offering. Each Finder’s Unit consisted of one common share of the Company and one non-transferable common share purchase warrant, with each warrant entitling the holder to acquire one common share of the Company at an exercise price of $0.07 until April 18, 2026.

The securities issued under the Offering are subject to a four-month hold period expiring on August 19, 2024 under applicable Canadian securities laws and the policies of the TSX Venture Exchange (the “ TSXV ”). The Offering is subject to the final approval of the TSXV.

Brian Imrie, Executive Chairman of the Company, participated in the Offering by subscribing for 2,000,000 Units, which constituted a related party transaction pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). There has not been a material change in the percentage of the outstanding securities of the Company that are owned by Mr. Imrie as a result of his participation in the

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Offering. The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of Mr. Imrie in the Offering in reliance on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the insider participation does not exceed 25% of the Company’s market capitalization as determined in accordance with MI 61-101. The Company obtained approval by the board of directors of the Company to the Offering, with Mr. Imrie declaring and abstaining from voting on the resolutions approving the Offering with respect to his participation in the Offering. No materially contrary view or abstention was expressed or made by any director of the Company in relation thereto. The Company did not file a material change report related to the Offering more than 21 days before the expected closing of the Offering, as the details of the insider participation were settled shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons.

This material change report does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Statement Regarding Forward Looking Information

This material change report contains forward-looking information and forward-looking statements (collectively, “ forward-looking statements ”) as such terms are defined by applicable securities laws, including, but not limited to statements regarding the use of proceeds for the Offering and the final approval of the TSXV. Forward-looking statements are statements that relate to future events. In this context, forward-looking statements often address expected future business and financial performance and often contain words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” and “intend,”, statements that an action or event “may,” “might,” “could,” “should,” or “will” be taken or occur, or other similar expressions. Forward- looking statements are subject to a number of known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control, and the Company’s actual results could differ materially from those stated or implied in forward-looking statements due to many various factors. Such uncertainties and risks include, among others, delays in obtaining or inability to obtain required regulatory approvals and or funding, as applicable; the state of the equity financing markets in Canada and other jurisdictions; volatility and sensitivity to market prices; volatility and sensitivity to capital market fluctuations; and fluctuations in metal prices. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee that the events and circumstances reflected in the forward-looking statements will be achieved or occur. The timing of events and circumstances and actual results could differ materially from those projected in the forward- looking statements. Accordingly, one should not place undue reliance on forwardlooking statements. All forward-looking statements contained in this material change report are made as of today’s date, and the Company undertakes no obligation to update or publicly revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law .

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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

The following executive officer of the Company is knowledgeable about the material change disclosed in this report and may be contacted as follows:

Brian Imrie, Executive Chairman and Director Telephone: 416-361-0737.

Item 9 Date of Report

April 24, 2024.