ProAm Explorations Corporation — Capital/Financing Update 2025

Sep 17, 2025

Form 51-102F3
MATERIAL CHANGE REPORT

Section 7.1 of National Instrument 51-102
Continuous Disclosure Obligations

1. Name and Address of Company

State the full name or your company and the address of its principal office in Canada.

ProAm Explorations Corporation
867 West 3rd Street
North Vancouver, BC V7P 1E2

1. Date of Material Changes

September 16, 2025

1. News Release

The Company disseminated the News Release through Canada Stockwatch on September 16, 2025, and filed the same with the TSX Venture Exchange, and the British Columbia and Alberta Securities Commission on SEDAR+.

1. Summary of Material Change

ProAm Explorations Corporation announced that further to its news releases dated September 2, 2025, it has closed a first tranche of its private placement raising gross proceeds of $75,000 through the issuance of 1,500,000 units at a price of $0.05 per unit (“Unit”).

1. Full Description of Material Change

ProAm Explorations Corporation (“ProAm” or “the Company”) (TSX.V:PMX) announced that further to its news releases dated September 2, 2025, it has closed a first tranche of its private placement raising gross proceeds of $75,000 through the issuance of 1,500,000 units at a price of $0.05 per unit (“Unit”). Each Unit consists of one share and one transferable share purchase warrant (“Warrant”), with each Warrant being exercisable at a price of $0.06 for period of 1 year from the date of issuance.

Jason Cubitt, CEO and a Director of the Corporation, through his wholly-owned corporation, subscribed for 500,000 Units for gross proceeds of up to $25,000. The issuance of Units to Mr. Cubitt’s company is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relies on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Private Placement by insiders will not exceed 25% of the fair market value of the Company’s market capitalization. The Company will file a material change report in respect of the related party transactions in connection with the Private Placement.

The securities issued pursuant to the private placement will be subject to a regulatory hold period expiring on January 17, 2026. The funds will be used for general working capital purposes and potential new acquisition/option opportunities.

1. Reliance on Section 7.1(2) or (3) of National Instrument 51-102

Not applicable.

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1. Omitted Information

Not applicable.

1. Executive Officer

Jason Cubitt, CEO
Tel: 604/209-1658

1. Date of Report

September 16, 2025.