Relevant Gold Corp. — Capital/Financing Update 2025

Mar 8, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

Relevant Gold Corp. (the “Company”)
3000 - 1055 West Hastings Street
Vancouver, BC V7X 1K8

1. Date of Material Change

February 28, 2025

1. News Release

On February 28, 2025, the Company issued a news release through the facilities of Accesswire and subsequently filed under the Company’s profile on SEDAR+.

1. Summary of Material Change

The Company announced that in response to market demand, it has further increased the size of its previously announced non-brokered private placement (see news release dated Feb. 21, 2025) to an aggregate total of 28,447,333 common shares (“Common Shares”) of the Company issued at a price of $0.30 per Common Shares for gross proceeds of $8,534,199.90 (the “Offering”).

5.1 Full Disclosure of Material Change

The Company announced that it closed the first tranche of Offering consisting of 4,920,000 Common Shares for gross proceeds of $1,476,000 (“Tranche 1”) on February 28, 2025. A finder’s fee was paid in connection with the closing of Tranche 1 that consisted of a cash fee in the aggregate amount of $9,900, representing an aggregate commission of 6% of the Common Shares sold to investors introduced by finder. All securities issued in connection with Tranche 1 of the Offering are subject to a four-month Canadian restricted resale period that expires, with respect to resales in Canada, on June 29, 2025, and applicable securities legislation hold periods outside of Canada.

The remainder of the Offering will be completed as a separate tranche (“Tranche 2”) following receipt of final approval from the TSX Venture Exchange for insider participation. The Company has entered into subscription agreements dated February 28, 2025 with each of Kinross Gold Corporation (“Kinross”) (NYSE:KGC, TSX:K) and Mr. William G. Bollinger (“Bollinger”) pursuant to which Kinross has agreed to purchase 15,410,000 Common Shares and Bollinger has agreed to purchase 8,070,000 Common Shares. After giving effect to Tranche 2, each of Kinross and Bollinger will hold 19.9% of the issued and outstanding Common Shares of the Company.

Upon the completion of Tranche 2, the Company will enter into an amended and restated investor rights agreement with Kinross to amend and restate the investor rights agreement entered into on July 8, 2024. The Company will also enter into an investor rights

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agreement with Bollinger. Each investor rights agreement will confer on the investor certain participation rights, information rights and the right to nominate a member to the board of directors of the Company.

Proceeds from the Offering will be used to fund exploration activities at the Company’s projects in Wyoming, USA, and for general working capital.

The participation of Bollinger in the private placement is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”) since Bollinger held more than 10% of the issued and outstanding Common Shares prior to giving effect to the Offering. The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by Bollinger will exceed 25% of the Company’s market capitalization.

5.2 Restructuring Transaction

Not applicable.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

7. Omitted Information

No information has been omitted on the basis that it is confidential information.

8. Executive Officer

For further information, contact:

Rob Bergmann, Chief Executive Officer
rob@bri.group

9. Date of Report

March 7, 2025